Common use of Investment Adviser Matters Clause in Contracts

Investment Adviser Matters. (1) Each of Polaris and the Polaris Subsidiaries which is registered as an investment adviser with the SEC (each, a “Polaris Adviser”) has (i) adopted a formal code of ethics complying in all material respects with Rule 204A-1 under the Investment Advisers Act and, to the extent applicable, Rule 17j-1 under the Investment Company Act and (ii) adopted and implemented written policies and procedures that are reasonably designed to prevent and detect any material violations under applicable securities, commodities or other investment-related or trading-related laws (including the Investment Advisers Act). None of the Polaris Advisers nor any of their respective employees or persons “associated” (as defined in the Investment Advisers Act) with the Polaris Advisers is in material violation of such code of ethics or policies and procedures. Since June 30, 2014, there has been no noncompliance by the Polaris Advisers or any of their respective employees or associated persons with such code of ethics or policies and procedures, except for such matters that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect with respect to Polaris. (2) None of the Polaris Advisers, any officer, director or employee thereof, Polaris or, to the Knowledge of Polaris, any other “affiliated person” (as defined in the Investment Company Act) of the Polaris Advisers who is required to be eligible, is ineligible, or subject to potential ineligibility, pursuant to Section 9(a) or 9(b) of the Investment Company Act to serve in any capacity referred to in Section 9(a) thereof to a registered investment company; and none of the Polaris Advisers, any officer, director or employee thereof, Polaris or, to the Knowledge of Polaris, any other person “associated” (as defined in the Investment Advisers Act) with the Polaris Advisers who is required to be qualified, is subject to potential disqualification pursuant to Section 203 of the Investment Advisers Act from serving as an investment adviser or as a person associated with an investment adviser or is subject to disqualification under Rule 206(4)-3 under the Investment Advisers Act; in each case, except for any such disqualification (x) that would not reasonably be expected to be material to the Polaris Adviser, or (y) with respect to which Polaris or another relevant person has received exemptive relief from the SEC or another relevant Governmental Authority that has the effect of nullifying such disqualification; nor is there any proceeding or investigation pending or, to the Knowledge of Polaris, threatened by any Governmental Authority that would result in any such ineligibility or disqualification, except for any such ineligibilities or disqualifications that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect with respect to Polaris. (3) None of the Polaris Advisers or any of a Polaris Adviser’s directors or officers (together with the Polaris Advisers, “Polaris Adviser Regulation D Covered Persons”) is subject to a Disqualifying Event, and, to the Knowledge of Polaris, there is no inquiry, investigation, proceeding or action pending against any Polaris Adviser Regulation D Covered Person that could reasonably be expected to result in a Disqualifying Event.

Investment Adviser Matters. (1) Each of Polaris Constellation and the Polaris Constellation Subsidiaries which is registered as an investment adviser with the SEC (each, a “Polaris Constellation Adviser”) has (i) adopted a formal code of ethics complying in all material respects with Rule 204A-1 under the Investment Advisers Act and, to the extent applicable, Rule 17j-1 under the Investment Company Act and (ii) adopted and implemented written policies and procedures that are reasonably designed to prevent and detect any material violations under applicable securities, commodities or other investment-related or trading-related laws (including the Investment Advisers Act). None of the Polaris Constellation Advisers nor any of their respective employees or persons “associated” (as defined in the Investment Advisers Act) with the Polaris Constellation Advisers is in material violation of such code of ethics or policies and procedures. Since June 30, 2014, there has been no noncompliance by the Polaris Constellation Advisers or any of their respective employees or associated persons with such code of ethics or policies and procedures, except for such matters that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect with respect to PolarisConstellation. (2) None of the Polaris Constellation Advisers, any officer, director or employee thereof, Polaris Constellation or, to the Knowledge of PolarisConstellation, any other “affiliated person” (as defined in the Investment Company Act) of the Polaris Constellation Advisers who is required to be eligible, is ineligible, or subject to potential ineligibility, pursuant to Section 9(a) or 9(b) of the Investment Company Act to serve in any capacity referred to in Section 9(a) thereof to a registered investment company; and none of the Polaris Constellation Advisers, any officer, director or employee thereof, Polaris Constellation or, to the Knowledge of PolarisConstellation, any other person “associated” (as defined in the Investment Advisers Act) with the Polaris Constellation Advisers who is required to be qualified, is subject to potential disqualification pursuant to Section 203 of the Investment Advisers Act from serving as an investment adviser or as a person associated with an investment adviser or is subject to disqualification under Rule 206(4)-3 under the Investment Advisers Act; in each case, except for any such disqualification (x) that would not reasonably be expected to be material to the Polaris Constellation Adviser, or (y) with respect to which Polaris Constellation or another relevant person has received exemptive relief from the SEC or another relevant Governmental Authority that has the effect of nullifying such disqualification; nor is there any proceeding or investigation pending or, to the Knowledge of PolarisConstellation, threatened by any Governmental Authority that would result in any such ineligibility or disqualification, except for any such ineligibilities or disqualifications that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect with respect to PolarisConstellation. (3) None of the Polaris Constellation Advisers or any of a Polaris Constellation Adviser’s directors or officers (together with the Polaris Constellation Advisers, the “Polaris Constellation Adviser Regulation D Covered Persons”) is subject to a Disqualifying Event, and, to the Knowledge of PolarisConstellation, there is no inquiry, investigation, proceeding or action pending against any Polaris Constellation Adviser Regulation D Covered Person that could reasonably be expected to result in a Disqualifying Event.

Investment Adviser Matters. (1a) Each of Polaris and the Polaris Subsidiaries The Company’s investment advisory Subsidiary, which is identified on Section 4.1(c) of the Company Disclosure Schedule (the “Company Investment Adviser”) is duly registered under the Advisers Act as an investment adviser with the SEC (eachSEC, a “Polaris Adviser”) has (i) adopted a formal code of ethics complying and is in compliance in all material respects with Rule 204A-1 the applicable provisions of the Advisers Act. Neither the Company nor any of its Subsidiaries, other than the Company Investment Adviser, is a registered investment adviser, is required by the Advisers Act to be registered as an investment adviser thereunder or is required under the Laws of any state or other jurisdiction to be registered as an investment adviser. To the extent the Company or any of its Subsidiaries relies on (or has relied on) any statutory or regulatory exemption to avoid registration as an investment adviser with any Governmental Entity, the Company or its Subsidiary has taken all actions required pursuant to applicable Laws to claim and maintain such exemption. (b) The Company Investment Advisers Act andAdviser is duly registered, licensed and/or qualified as an investment adviser under, and in compliance in all material respects with, the Laws of all jurisdictions in which it is required to be so registered, licensed and/or qualified and each such registration, license and/or qualification is in full force and effect. There is no Action pending or, to the extent applicableknowledge of the Company, Rule 17j-1 under threatened that would reasonably be expected to lead to the Investment Company Act and revocation, amendment, failure to renew, limitation, suspension or restriction of any such registrations, licenses and/or qualifications. (iic) adopted and implemented written policies and procedures that are reasonably designed to prevent and detect any material violations under applicable securities, commodities or other investment-related or trading-related laws (including the Investment Advisers Act). None of the Polaris Advisers nor Company or any of its Subsidiaries, nor, to the knowledge of the Company, any of their respective directors, officers, employees or persons “associatedassociated persons,” (as defined in the Investment Advisers Acti) with the Polaris Advisers is in material violation of such code of ethics or policies and procedures. Since June 30, 2014, there has been no noncompliance disqualified by the Polaris Advisers or any of their respective employees or associated persons with such code of ethics or policies and procedures, except for such matters that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect with respect to Polaris. (2) None of the Polaris Advisers, any officer, director or employee thereof, Polaris or, to the Knowledge of Polaris, any other “affiliated person” (as defined in the Investment Company Act) of the Polaris Advisers who is required to be eligible, is ineligible, or subject to potential ineligibility, pursuant to Section 9(a) or 9(b) of the Investment Company Act SEC to serve in any capacity referred to in Section 9(a) thereof to a registered investment company; and none of the Polaris Advisers, any officer, director or employee thereof, Polaris or, to the Knowledge of Polaris, any other person “associated” (as defined in the Investment Advisers Act) with the Polaris Advisers who is required to be qualified, is subject to potential disqualification pursuant to Section 203 of the Investment Advisers Act from serving as an investment adviser or as a person an “associated with person” of an investment adviser (as that term is defined in Section 202(a)(17) of the Advisers Act) under Section 203 of the Advisers Act, or (ii) is subject to disqualification under Rule 206(4)-3 under the Investment Advisers Act; in each case, except for any such a disqualification (xincluding, but not limited to, any order, judgment or decree by any court of competent jurisdiction or Governmental Entity) that would not reasonably be expected to be material to a basis for censure, limitations on the Polaris Adviseractivities, functions or operations of, or suspension or revocation of the registration of the Company or any of its Subsidiaries as an investment adviser under Section 203 of the Advisers Act, and (yiii) with respect to which Polaris or another relevant person has received exemptive relief from the SEC or another relevant Governmental Authority that has the effect of nullifying such disqualification; nor there is there any proceeding or no investigation pending or, to the Knowledge knowledge of Polaristhe Company, threatened by against the Company or any Governmental Authority of its Subsidiaries or any of its “associated persons,” whether formal or informal, that would is reasonably likely to result in any such ineligibility person being deemed ineligible as described in clause (i) or disqualification, except for any such ineligibilities or disqualifications that would not, individually or subject to a disqualification as described in the aggregate, reasonably be expected to result in a Material Adverse Effect with respect to Polarisclause (ii). (3d) None The Company Investment Adviser is in material compliance with all applicable regulatory requirements regarding the custody of funds and securities of clients of such Company Investment Adviser. (e) With respect to the Company Investment Adviser, the Company has made available to Parent true, correct and complete copies of the Polaris Advisers or any of a Polaris Company Investment Adviser’s directors or officers (together Uniform Application for Investment Adviser Registration on Form ADV filed since January 1, 2014, reflecting all amendments thereto filed with the Polaris Advisers, SEC’s Investment Adviser Registration Depository (IARD) prior to the date of this Agreement (a “Polaris Adviser Regulation D Covered PersonsCompany Form ADV”) is subject and a true, correct and complete copy of each other registration, report and material correspondence filed by the Company Investment Adviser with any Governmental Entity since January 1, 2014 (other than any such registrations, reports or material correspondence on Form 13F that are filed publicly with the SEC) and will deliver or make available to a Disqualifying EventParent such forms, and, registrations and reports as are filed from and after the date hereof and prior to the Knowledge Effective Time (other than any such registrations or reports on Form 13F that are filed publicly with the SEC). Each Company Form ADV and the Company Investment Adviser’s other registrations, forms, and other reports filed with any Governmental Entity since January 1, 2014 complied in all material respects at the time of Polaris, there is no inquiry, investigation, proceeding or action pending against any Polaris Adviser Regulation D Covered Person that could reasonably be expected to result in a Disqualifying Eventfiling with the applicable requirements of the Exchange Act and applicable Law.

Investment Adviser Matters. (1a) Each of Polaris National Asset Management, Inc. and the Polaris Subsidiaries which is registered as an investment adviser with the SEC Xxxxxxx Wealth Management, LLC (each, a an “Polaris Adviser”) are, and have at all applicable times been, duly registered as investment advisers under the Advisers Act or any other Applicable Law. Each Adviser is, and has (i) adopted a formal code of ethics complying been at all applicable times, in compliance in all material respects with Rule 204A-1 under the Investment Advisers Act andand the rules thereunder. The Company has Made Available to BRF prior to the date of this Agreement a current version of each Adviser’s most recently filed Form ADV and each such Form ADV is in compliance in all material respects with the applicable requirements of the Advisers Act, and does not contain any untrue statement of a material fact (as of the time of filing of such Form ADV) or omit to state a material fact required to be stated therein. Other than the Advisers, no Subsidiary of the Company (i) provides investment advisory or investment management services to any Person (except to the extent applicable, Rule 17j-1 under any Broker-Dealer subsidiary provides services that are solely incidental to the Investment Company Act conduct of such Broker-Dealer Subsidiary’s business as a broker or dealer and where such Broker-Dealer Subsidiary receives no special compensation in accordance with Section 202(a)(11)(C) of the Advisers Act) or (ii) adopted and implemented written policies and procedures that are reasonably designed is or has been required to prevent and detect any material violations under applicable securitiesbe registered, commodities licensed or other investment-related or trading-related laws qualified as an investment adviser (including as a “relying adviser”) under the Investment Advisers Act)Act or any other Applicable Law. None of the Polaris Advisers Neither Adviser nor any of their respective employees or persons Person “associated” (as defined in the Investment Advisers Act) with the Polaris Advisers any Adviser is in material violation of such code of ethics ineligible or policies and procedures. Since June 30, 2014, there has been no noncompliance by the Polaris Advisers or any of their respective employees or associated persons with such code of ethics or policies and procedures, except for such matters that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect with respect to Polaris. (2) None of the Polaris Advisers, any officer, director or employee thereof, Polaris or, to the Knowledge of Polaris, any other “affiliated person” (as defined in the Investment Company Act) of the Polaris Advisers who is required to be eligible, is ineligible, or subject to potential ineligibility, pursuant to Section 9(a) or 9(b) of the Investment Company Act to serve in any capacity referred to in Section 9(a) thereof to a registered investment company; and none of the Polaris Advisers, any officer, director or employee thereof, Polaris or, to the Knowledge of Polaris, any other person “associated” (as defined in the Investment Advisers Act) with the Polaris Advisers who is required to be qualified, is subject to potential disqualification disqualified pursuant to Section 203 of the Investment Advisers Act from serving as an investment adviser or to serve as a person associated with an registered investment adviser adviser, and there is no Proceeding pending with, or is subject to disqualification under Rule 206(4)-3 under the Investment Advisers Act; Company’s Knowledge, threatened in writing by, any Governmental Authority, in each case, except for any such disqualification (x) that case which would not reasonably be expected to be material to become the Polaris Adviser, or (y) with respect to which Polaris or another relevant person has received exemptive relief from the SEC or another relevant Governmental Authority that has the effect of nullifying such disqualification; nor is there any proceeding or investigation pending or, to the Knowledge of Polaris, threatened by any Governmental Authority that would result in basis for any such ineligibility or disqualification, except for any such ineligibilities or disqualifications that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect with respect to Polaris. (3b) None To the extent required by Applicable Law, each Adviser has adopted and implemented (i) a written anti-money laundering program as part of its compliance manual and written customer identification programs that comply with Applicable Law, and has complied in all material respects with the terms of such anti-money laundering and customer identification programs, (ii) a written code of ethics and policies and procedures that comply in all material respects with Section 204A of the Polaris Advisers or any of a Polaris Adviser’s directors or officers Act and Rule 204A-1 thereunder and (together with iii) compliance policies and procedures pursuant to Rule 206(4)-7 under the Polaris AdvisersAdvisers Act. Since January 1, “Polaris Adviser Regulation D Covered Persons”) is subject to a Disqualifying Event2018, andthere have been no material violations or, to the Knowledge Company’s Knowledge, allegations of Polarismaterial violations of any such compliance programs, there policies or procedures. (c) Each Adviser has maintained and preserved books and records that comply in all material respects with Section 204 of the Advisers Act. (d) The Company (i) has Made Available to BRF full and complete copies of each form of investment advisory contract currently being provided to prospective investment advisory clients as of the date hereof and (ii) has at all times been in compliance in all material respects with the terms of each investment advisory contract to which an Adviser is a party, and no inquiryevent has occurred or condition exists that constitutes, investigationor with notice or the passage of time will constitute, proceeding an event of default under such investment advisory contract by the applicable Adviser or, to the Company’s Knowledge, any counterparty thereto. Each such investment advisory contract or action pending against other written instructions, restrictions or guidelines given to current or prospective investment advisory clients complies with the restrictions set forth in Section 205 of the Advisers Act in all material respects. (e) The Company has Made Available to BRF true and complete copies of any Polaris written notification or written communication, including deficiency letters and inspection reports or similar documents, furnished to any Adviser Regulation D Covered Person that could reasonably be expected to result in a Disqualifying Eventby any Governmental Authority since January 1, 2018 and such Adviser’s responses thereto.

Investment Adviser Matters. (1) Each of Polaris and the Polaris Subsidiaries which is registered as an investment adviser with the SEC (each, a “Polaris Adviser”) has (i) adopted a formal code of ethics complying in all material respects with Rule 204A-1 under the Investment Advisers Act and, to the extent applicable, Rule 17j-1 under the Investment Company Act and (ii) adopted and implemented written policies and procedures that are reasonably designed to prevent and detect any material violations under applicable securities, commodities or other investment-related or trading-related laws (including the Investment Advisers Act). None of the Polaris Advisers nor any of their respective employees or persons “associated” (as defined in the Investment Advisers Act) with the Polaris Advisers is in material violation of such code of ethics or policies and procedures. Since June 30, 2014, there has been no noncompliance by the Polaris Advisers or any of their respective employees or associated persons with such code of ethics or policies and procedures, except for such matters that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect with respect to Polaris. (2) None of the Polaris AdvisersParent, any officer, director or employee thereof, Polaris thereof or, to the Knowledge of PolarisParent, any other “affiliated person” (as defined in the Investment Company Act) of the Polaris Advisers who is Parent that would be required to be eligibleeligible upon consummation of the transactions contemplated by this Agreement, is ineligible, or subject to potential ineligibility, pursuant to Section 9(a) or 9(b) of the Investment Company Act to serve in any capacity referred to in Section 9(a) thereof to a registered investment company; and none of the Polaris AdvisersParent, any officer, director or employee thereof, Polaris thereof or, to the Knowledge of PolarisParent, any other person that will be “associatedassociated with” (as defined in the Investment Advisers Act) with any Adviser Subsidiary following the Polaris Advisers who is Closing that would be required to be qualifiedqualified upon consummation of the transactions contemplated by this Agreement, is subject to potential disqualification pursuant to Section 203 of the Investment Advisers Act from serving as an investment adviser or as a person associated with an investment adviser or is subject to disqualification under Rule 206(4)-3 206(4)-1 under the Investment Advisers Act, and none of Parent or any officer, director or employee thereof is subject to any disqualifying event described in Sections 8a(2) or 8a(3) of the Commodity Exchange Act; in each case, except for any such disqualification (x) that would not reasonably be expected to be material to the Polaris Adviser, have a Parent Material Adverse Effect or (y) with respect to which Polaris Parent or another relevant person Person has received exemptive relief from the SEC or another relevant Governmental Authority that has the effect of nullifying such disqualification; nor is there any proceeding or investigation pending or, to the Knowledge of PolarisParent, threatened by any Governmental Authority that would result in any such ineligibility or disqualification, except for any such ineligibilities or disqualifications that would not, individually or in the aggregate, reasonably be expected to result have, individually or in the aggregate, a Parent Material Adverse Effect with respect to PolarisEffect. (3) None of the Polaris Advisers or any of a Polaris Adviser’s directors or officers (together with the Polaris Advisers, “Polaris Adviser Regulation D Covered Persons”) is subject to a Disqualifying Event, and, to the Knowledge of Polaris, there is no inquiry, investigation, proceeding or action pending against any Polaris Adviser Regulation D Covered Person that could reasonably be expected to result in a Disqualifying Event.

Investment Adviser Matters. (1i) Each Neither the Company nor any of Polaris and its Subsidiaries other than the Polaris RIA Subsidiaries (each of which are set forth in Section 5.1(aa)(i) of the Company Disclosure Schedule) meets the definition of “investment adviser” under the Investment Advisers Act or is registered or required to be registered as an investment adviser with the SEC (eachor the securities commission of any state. Each of the RIA Subsidiaries is, a “Polaris Adviser”) and at all times required pursuant to applicable Law has (i) adopted a formal code of ethics complying in all material respects been, duly registered, licensed and qualified, as applicable, as an investment adviser with Rule 204A-1 the SEC under the Investment Advisers Act andAct, and except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and each state or other jurisdiction where the conduct of its business requires such registration, license or qualification and has made notice filings in each state in which such filings are required to be made under applicable Law. Each such registration, license or qualification is in full force and effect and no Action is pending, or to the Company’s Knowledge, threatened, to revoke, suspend, cancel or adversely modify any such registration, license or qualification except as has not had and would not reasonably be expected to have, individually or in the extent applicableaggregate, Rule 17j-1 under the Investment Company Act and a Material Adverse Effect. (ii) adopted To the Knowledge of the Company, no RIA Subsidiary and implemented written policies and procedures that are reasonably designed to prevent and detect any material violations under applicable securities, commodities no RIA Associated Persons or other investment-related or trading-related laws (including the Investment Advisers Act). None of the Polaris Advisers nor any of their respective employees or persons Person “associated” (as defined in the Investment Advisers Act) with the Polaris Advisers any RIA, is in material violation of such code of ethics ineligible or policies and procedures. Since June 30, 2014, there disqualified (or has been no noncompliance by the Polaris Advisers convicted of any crime, or is or has been subject to, any of their respective employees or associated persons with such code of ethics or policies and procedures, except for such matters disqualification that would not reasonably be expected, individually a basis for a determination of ineligibility or in the aggregate, disqualification) (A) pursuant to result in a Material Adverse Effect with respect to Polaris. (2Section 203(e) None or 203(f) of the Polaris Advisers, any officer, director Investment Advisers Act to serve as a registered investment adviser or employee thereof, Polaris or, to the Knowledge of Polaris, any other Person “affiliated personassociated” (as defined in the Investment Company Advisers Act) of the Polaris Advisers who is required to be eligible, is ineligible, with a registered investment adviser or subject to potential ineligibility, disqualification under Rule 206(4)-3 under the Investment Advisers Act or (B) pursuant to Section 9(a) or 9(b) of the Investment Company Act to serve as an investment adviser (or in any other capacity referred to in Section 9(acontemplated by the Investment Company Act) thereof to a registered investment company; and none of the Polaris Advisers, any officer, director or employee thereof, Polaris or, to . To the Knowledge of Polaristhe Company, within the past three (3) years, no RIA Subsidiary has received any other person “associated” (as defined in the Investment Advisers Act) with the Polaris Advisers who is required to be qualified, is subject to potential disqualification pursuant to Section 203 of the Investment Advisers Act written notice from serving as an investment adviser or as a person associated with an investment adviser or is subject to disqualification under Rule 206(4)-3 under the Investment Advisers Act; in each case, except for any Governmental Authority alleging any such ineligibility or disqualification (x) and no Actions are pending or threatened that would not reasonably be expected to be material to the Polaris Adviser, or (y) with respect to which Polaris or another relevant person has received exemptive relief from the SEC or another relevant Governmental Authority that has the effect of nullifying such disqualification; nor is there any proceeding or investigation pending or, to the Knowledge of Polaris, threatened by any Governmental Authority that would result in any such ineligibility or disqualification. (iii) Except with respect to such Private Funds and Registered Funds, each of which is set out in Section 5.1(d) of the Company Disclosure Schedule, no RIA Subsidiary acts as investment adviser, general partner, managing member, sponsor, commodity pool operator or commodity trading advisor to any other pooled investment vehicle on the date hereof. (iv) To the Knowledge of the Company, none of the RIA Subsidiaries engage, and have not in the past three (3) years engaged, in any purchase, sale, lending, or borrowing transactions with an Advisory Client as a principal, agent, lender or borrower, as applicable in violation of Rule 206(3) under the Investment Advisers Act. (v) Each of the RIA Subsidiaries has implemented policies and procedures reasonably designed to satisfy its duty to seek “best execution” (as such term is understood under the Investment Advisers Act) for each Advisory Client for which it exercises trading discretion, as applicable. The receipt of all soft dollar brokerage and research services by any of the RIA Subsidiaries qualify for the safe harbor afforded by Section 28(e) of the Exchange Act and each such RIA Subsidiary has complied in all material respects with related disclosure requirements except for any such ineligibilities or disqualifications that as has not had and would notnot reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. With respect to any “wrap fee program” (as defined under Rule 204-3(f) of the Investment Advisers Act), model portfolio or similar program sponsored or offered by the Company, such program complies in all material respects with the requirements of the Investment Advisers Act, the Investment Company Act (including the safe harbor provisions of Rule 3a-4 promulgated thereunder) and all other applicable Laws except as has not had and would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (vi) To the Knowledge of the Company, at all times during the three (3) years prior to the date hereof, each RIA Subsidiary has maintained all assets of its Advisory Clients (including, without limitation, each Private Fund), to the extent required to do so, in accordance with Rule 206(4)-2 under the Investment Advisers Act and all other applicable Law except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Polaris. at all times during the three (3) None of the Polaris Advisers or any of a Polaris Adviser’s directors or officers (together with the Polaris Advisers, “Polaris Adviser Regulation D Covered Persons”) is subject to a Disqualifying Event, andyears, to the Knowledge extent required to do so by Rule 206(4)-2 under the Investment Advisers Act, each RIA Subsidiary has obtained the requisite audit of Polarisits Advisory Clients’ accounts (including, there is without limitation, each Private Fund) and delivered the such audits to its Advisory Clients in accordance with Rule 206(4)-2 under the Investment Advisers Act, and each such audit has been unqualified and no inquiry, investigation, proceeding or action pending against material discrepancy has been reported during the course of any Polaris Adviser Regulation D Covered Person that could reasonably be expected to result in a Disqualifying Eventsuch audit.

Investment Adviser Matters. (1) Each of Polaris SMH is not, and the Polaris Subsidiaries which is not required to be, registered as an investment adviser with the SEC (each, a “Polaris Adviser”) has (i) adopted a formal code of ethics complying in all material respects with Rule 204A-1 advisor under the Investment Advisers Act and, or the Laws of any other jurisdiction. Each Subsidiary of SMH that by reason of its activities is required to the extent applicable, Rule 17j-1 be registered under the Investment Company Act and (ii) adopted and implemented written policies and procedures that are reasonably designed to prevent and detect any material violations under applicable securities, commodities or other investment-related or trading-related laws (including the Investment Advisers Act), or any corresponding state laws, is so registered, and such registrations are in full force and effect. Each officer or employee of SMH or any such Affiliate who is required by reason of the nature of his employment by SMH or such Affiliate to be registered as an investment advisor or investor advisor representative with the SEC, the securities commission of any state or any self-regulatory body or other Governmental Entity is duly registered or appointed as such, and such registration or appointment is in full force and effect. None of SMH and its Affiliates, nor, to the Polaris Advisers nor knowledge of SMH, any of their respective employees or persons other Person “associated” (as defined in under the Investment Advisers Act) with SMH or its Affiliates, has been convicted of any crime or is or has engaged in any conduct that would be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Polaris Investment Advisers Act or would need to be disclosed pursuant to Rule 206(4)-4(b) thereunder, and to the knowledge of SMH, there is no proceeding or investigation that is reasonably likely to become the basis for any such disqualification, denial, suspension or revocation. Each investment advisory Subsidiary of SMH has a written policy regarding xxxxxxx xxxxxxx and a code of ethics which complies in all material violation respects with applicable Laws, respectively, a copy of which has been delivered to EFC Inc. All employees of SMH have acknowledged that they are bound by the provisions of such code of ethics and xxxxxxx xxxxxxx policy. The policies of SMH with respect to avoiding conflicts of interest are as set forth in the most recent Form ADV of each investment advisory Subsidiary of SMH or policies and proceduresincorporated by reference therein. Since June 30, 2014, there has There have been no noncompliance by the Polaris Advisers material violations or any allegations of their respective employees or associated persons with material violations of such code of ethics ethics, xxxxxxx xxxxxxx policy or policies and procedures, except for such matters that would not reasonably be expected, individually or in conflicts policy during the aggregate, to result in a Material Adverse Effect with respect to Polarislast twelve months preceding the date hereof. (2) None of the Polaris Advisers, any officer, director or employee thereof, Polaris or, to the Knowledge of Polaris, any other “affiliated person” (as defined in the Investment Company Act) of the Polaris Advisers who is required to be eligible, is ineligible, or subject to potential ineligibility, pursuant to Section 9(a) or 9(b) of the Investment Company Act to serve in any capacity referred to in Section 9(a) thereof to a registered investment company; and none of the Polaris Advisers, any officer, director or employee thereof, Polaris or, to the Knowledge of Polaris, any other person “associated” (as defined in the Investment Advisers Act) with the Polaris Advisers who is required to be qualified, is subject to potential disqualification pursuant to Section 203 of the Investment Advisers Act from serving as an investment adviser or as a person associated with an investment adviser or is subject to disqualification under Rule 206(4)-3 under the Investment Advisers Act; in each case, except for any such disqualification (x) that would not reasonably be expected to be material to the Polaris Adviser, or (y) with respect to which Polaris or another relevant person has received exemptive relief from the SEC or another relevant Governmental Authority that has the effect of nullifying such disqualification; nor is there any proceeding or investigation pending or, to the Knowledge of Polaris, threatened by any Governmental Authority that would result in any such ineligibility or disqualification, except for any such ineligibilities or disqualifications that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect with respect to Polaris. (3) None of the Polaris Advisers or any of a Polaris Adviser’s directors or officers (together with the Polaris Advisers, “Polaris Adviser Regulation D Covered Persons”) is subject to a Disqualifying Event, and, to the Knowledge of Polaris, there is no inquiry, investigation, proceeding or action pending against any Polaris Adviser Regulation D Covered Person that could reasonably be expected to result in a Disqualifying Event.

Investment Adviser Matters. (1a) Each of Polaris the Company and its Subsidiaries that is required to be registered as an investment adviser with the Polaris SEC, or as a commodity pool operator with the CFTC, including the Adviser Subsidiaries, is and, since January 1, 2021, has been in compliance in all material respects with the Investment Advisers Act, the Commodity Exchange Act and all other Applicable Law relating to its provision of Investment Services. (b) The Adviser Subsidiaries which is are, and at all times required pursuant to Applicable Law since January 1, 2021 have been, each duly registered as an investment adviser with the SEC under the Investment Advisers Act and, where required, as a commodity pool operator with the Commodity Futures Trading Commission, a member of the National Futures Association (the “NFA”) and each state or other jurisdiction where the conduct of its business requires such registration, license or qualification and has made notice filings in each state in which such filings are required to be made under Applicable Law, and such registrations and memberships are in full force and effect. At all times while employed or engaged by any Adviser Subsidiary since January 1, 2021, each of the Service Providers that are required to be registered or licensed with the SEC or other Governmental Authority as an investment adviser, an “investment adviser representative” (as such term is defined in Rule 203A-3 under the Investment Advisers Act), a commodity trading advisor, commodity pool operator, an “associated person” (as such term is defined in CFTC Regulation 1.3) or a “principal” (as such term is defined in CFTC Regulation 3.1) of an Adviser Subsidiary, or in a similar capacity in connection with the services performed by that Person in connection with the business of the Company or its Subsidiaries (each, an “RIA Associated Person”), has been duly registered and licensed as such, except for any failure to be so registered which would not reasonably be expected to have, individually or in the aggregate, a “Polaris Adviser”Company Material Adverse Effect. (c) Except for the Sponsored Trusts and Sponsored Funds set forth on ‎Section 4.23(a)(i) of the Company Disclosure Schedule, the Adviser Subsidiaries are not investment advisers or sub-advisers or sponsors to or of, and do not otherwise provide Investment Services to or on behalf of, any Person registered as an investment company under the Investment Company Act, and are not investment advisers or sub-advisers, general partners, managers or managing members or sponsors of, and do not otherwise provide Investment Services to or on behalf of, any Person who would be required to register as an investment company under the Investment Company Act were it not for the application of Sections 3(c)(1), 3(c)(5) or 3(c)(7) of the Investment Company Act or Rule 3a-7 under the Investment Company Act. (d) Since January 1, 2021, each of the Adviser Subsidiaries has had in effect all written policies and procedures necessary or required to comply with Applicable Law, including (i) adopted a formal code of ethics complying in all material respects with Rule 204A-1 under the Investment Advisers Act and, to the extent where applicable, Section 17(j) and Rule 17j-1 under the Investment Company Act and Act, (ii) adopted where applicable, written supervisory policies and implemented procedures complying in all material respects with NFA Rule 2-9 and (iii) written policies and procedures that are reasonably designed to prevent and detect any material violations under applicable securities, commodities or other investment-related or trading-related laws (including the Investment Advisers Act and the Commodity Exchange Act). None Such code of ethics and policies and procedures comply, and at all times since January 1, 2021, have complied, in all material respects with Applicable Law, including Sections 204A and 206 of the Polaris Investment Advisers nor Act, Rule 206(4)-7 thereunder and Section 17(j) of the Investment Company Act and Rule 17j-1 thereunder, and none of the Adviser Subsidiaries or any of their respective RIA Associated Persons or employees or persons “associated” (as defined in the Investment Advisers Act) with the Polaris Advisers is in material violation of such code of ethics or policies and procedures. Since June 30January 1, 20142021, there has been no noncompliance by the Polaris Advisers Adviser Subsidiaries or any of their respective employees or associated persons RIA Associated Persons with such code of ethics or policies and procedures, except for such matters that would not reasonably be expectedexpected to have, individually or in the aggregate, to result in a Company Material Adverse Effect with respect to PolarisEffect. (2e) None of the Polaris AdvisersAdviser Subsidiaries, any officer, director RIA Associated Persons or employee thereof, Polaris or, to the Knowledge of Polaris, any other “affiliated person” (as defined in the Investment Company Act) of the Polaris Advisers Adviser Subsidiaries who is required to be eligible, is ineligible, or subject to potential ineligibility, ineligible pursuant to Section 9(a) or 9(b) of the Investment Company Act to serve in any capacity referred to in Section 9(a) thereof to a registered investment company; and none of the Polaris AdvisersAdviser Subsidiaries, any officer, director RIA Associated Persons or employee thereof, Polaris or, to the Knowledge of Polaris, any other person “associated” (as defined in the Investment Advisers Act) with the Polaris Advisers Adviser Subsidiaries who is required to be qualified, is subject to potential disqualification pursuant to Section 203 of the Investment Advisers Act from serving as an investment adviser or as a person associated with an investment adviser or is subject to disqualification under Rule 206(4)-3 206(4)-1 under the Investment Advisers Act and none of the Adviser Subsidiaries or any RIA Associated Person, is subject to any disqualifying event described in Sections 8a(2) or 8a(3) of the Commodity Exchange Act; in each case, except for any such disqualification (xi) that would not reasonably be expected to be material to the Polaris Adviserhave a Company Material Adverse Effect, or (yii) with respect to which Polaris or another any relevant person Person has received exemptive relief from the SEC or another relevant Governmental Authority that has the effect of nullifying such disqualification, which are all set forth in ‎Section 4.22(e) of the Company Disclosure Schedules; nor is there any proceeding or investigation pending or, to the Knowledge of Polaristhe Company, threatened by any Governmental Authority that would result in any such ineligibility or disqualification, except for any such ineligibilities or disqualifications that would not, individually or in the aggregate, reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect with respect to PolarisEffect. (3f) None of the Polaris Advisers Company, the Transferred Broker-Dealer, the Adviser Subsidiaries, the Sponsored Trusts, the Sponsored Funds or any of a Polaris Adviser’s their respective general partners or managing members, or any of their respective directors or officers (together with the Polaris AdvisersAdviser Subsidiaries, “Polaris Adviser Subsidiary Regulation D Covered Persons”) is subject to a conviction, order, judgment, decree, act or any other measure, determination or other disqualifying event described in paragraph (d)(1) of Rule 506 of Regulation D of the 1933 Act other than any such event covered by Rule 506(d)(2)(ii)-(iii) of Regulation D of the 1933 Act (a “Disqualifying Event”), and, to the Knowledge of Polaristhe Company, there is no inquiry, investigation, proceeding or action pending against any Polaris Adviser Subsidiary Regulation D Covered Person that could reasonably be expected to result in a Disqualifying Event. (g) The Adviser Subsidiaries have made available to Parent prior to the date of this Agreement correct and complete copies of (i) the current Uniform Application for Investment Adviser Registration on Form ADV as on file with the SEC as of the date of this Agreement relating to an Adviser Subsidiary and any Part 2B thereof, together with any Forms CRS, reflecting all amendments thereto to the date of this Agreement, and (ii) the currently effective Form 7-R on file with the National Futures Association as of the date of this Agreement relating to the registration of an Adviser Subsidiary as a commodity pool operator. Each of such Form ADV and Form 7-R is in compliance with the applicable requirements of the Investment Advisers Act and such other Applicable Laws, except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and each such Filing contained no untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light or the circumstances under which they were made, not misleading, except for such matters that have not had, and would not reasonably be expected to have, individually, or in the aggregate, a Company Material Adverse Effect. Except for the forms described in the first sentence of this ‎Section 4.22(g), the Adviser Subsidiaries are not required to file or to have filed any other similar applications, forms or Filings that are material to the investment adviser or commodity pool operator registration of the Adviser Subsidiaries as an investment adviser and commodity pool operator with a Governmental Authority under Applicable Law. Since January 1, 2021, each of the Adviser Subsidiaries has timely filed and paid all fees and assessments due and payable in connection with all material Filings required by the SEC or any other Governmental Authority. At the time of filing each such Filing, such Filing was materially accurate and correct and complied in all material respects with all Applicable Law, except for the failure to file or furnish any such Filing, make any such payment or comply with such rules and regulations that in each case has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (h) Except as provided in ‎Section 4.22(h) of the Company Disclosure Schedule, the Adviser Subsidiaries are not prohibited from providing investment advisory services, or from charging fees therefor, by the “pay-to-play” rules of any jurisdiction, including Rule 206(4)-5 under the Investment Advisers Act except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as provided in ‎