A. Describe your advisory firm, including how long you have been in business. Identify your
principal owner(s).
BlueMountain, a Delaware limited liability company, is an investment adviser registered with the SEC. The firm has been in business since 2003. As of March 20, 2020, BlueMountain and its Relying Adviser (as defined below) have approximately 120 employees, primarily located in New York, as well as in London. BlueMountain has approximately $14,806,543,0001 in regulatory assets under management. BlueMountain serves as an investment adviser to pooled investment vehicles (“Fund Clients”), special purpose vehicles for collateralized loan obligations (“CLOs”), and institutional accounts (“Institutional Accounts,” and, together with Fund Clients and CLOs, “Advisory Clients”) that are primarily domestic and foreign limited partnerships, domestic limited liability companies, trusts and foreign companies. BlueMountain generally provides investment management and supervisory services to its Advisory Clients on a discretionary basis. Investments by Fund Clients typically are made through a master-feeder structure, with an affiliate of BlueMountain serving as general partner of Fund Clients organized as limited partnerships, and BlueMountain serving as investment adviser to both the Fund Client that invests through the master fund and the master fund itself. With respect to Fund Clients organized as foreign companies, in some cases a majority of the board of directors of such entities are BlueMountain personnel. Institutional Accounts are generally organized as limited partnerships with an affiliate of BlueMountain serving as the general partner of the Institutional Account, or as foreign companies with a majority of the board of directors of such entity comprised of BlueMountain personnel, and may be structured as separately managed accounts (“SMAs”). Such Institutional Accounts include other subsidiaries of AGL (as defined below). Advisory Clients are generally neither registered under the Securities Act of 1933, as amended, nor registered under the Investment Company Act of 1940, as amended. Accordingly, interests in such Advisory Clients are offered exclusively to investors satisfying the applicable eligibility and suitability requirements either in private placement transactions within the United States or in offshore transactions. No offer to sell interests in these Advisory Clients is made by the descriptions in this Brochure. Please see Item 7 of this Brochure for more information with respect to BlueMountain’s clients. Blue Mountain Capital Partners (London) LLP (“BlueMountain London”) is an affiliate of BlueMountain and serves as adviser to BlueMountain, primarily with respect to issuers based in Europe, and is compensated by BlueMountain for its services. BlueMountain London is registered with the Financial Conduct Authority. BlueMountain London is a “relying adviser” (“Relying Adviser”), and, as such, it is not, and is not required to be, independently registered with the SEC. Please refer to Items 10.B and 10.C for additional information related to BlueMountain’s Relying Adviser. BlueMountain has a sub-advisory agreement with BlueVirgo Capital Management, LLC (“BlueVirgo”), pursuant to which BlueVirgo serves as an adviser to BlueMountain with respect to a limited number of tax liens and related investment products. BlueVirgo was previously a relying adviser of BlueMountain. 1 Calculated as of December 31, 2019. BlueMountain CLO Management, LLC (“BMCLO”) serves as the collateral manager to certain collateralized loan obligations (the “BMCLO CLOs”). BlueMountain has entered into a services agreement and a secondment agreement with BMCLO whereby BlueMountain provides certain services associated with the management of BMCLO CLOs in exchange for a services fee. BMCLO is registered as an investment adviser with the SEC. BlueMountain Fuji Management, LLC (“BlueMountain Fuji”) serves as the collateral manager to certain collateralized loan obligations (each, a “Fuji CLO”) and is wholly owned (directly or indirectly) by Advisory Clients. BlueMountain has entered into a services agreement and a secondment agreement with BlueMountain Fuji pursuant to which BlueMountain provides certain services associated with the management of Fuji CLOs in exchange for a services fee and a secondment fee. BlueMountain Fuji is registered as an investment adviser with the SEC.
Principal Ownership
In October 2019, Assured Guaranty US Holdings Inc., a Delaware corporation (“AGUS”), purchased 100% of the outstanding equity interests of the BlueMountain Companies. The day-to-day operations of BlueMountain’s investment management business are led by Andrew Feldstein in his capacity as Chief Executive Officer and Chief Investment Officer of BlueMountain. AGUS is a wholly-owned subsidiary of publicly traded Assured Guaranty Ltd. (NYSE: AGO), a limited company organized under the laws of Bermuda (“AGL” and, together with its subsidiaries other than the BlueMountain Companies and their subsidiaries, “Assured Guaranty”). Further information related to Assured Guaranty is provided in Item 10.
B. Describe the types of advisory services you offer. If you hold yourself out as specializing in a
particular type of advisory service, such as financial planning, quantitative analysis, or market
timing, explain the nature of that service in greater detail. If you provide investment advice only
with respect to limited types of investments, explain the type of investment advice you offer, and
disclose that your advice is limited to those types of investments.
BlueMountain is a diversified asset manager specializing in providing advisory services with respect to investments in a broad array of instruments, among them corporate, government and municipal bonds, credit derivatives (including credit default swaps), public equities (including “new issues” as described, and subject to the limitations set forth, in Rules 5130 and 5131 of the Financial Industry Regulatory Authority), private equities, loans (both publicly and privately traded, including private non-recourse loans supported by publicly traded collateral or project financings), real estate related assets, privately negotiated investments in various industries including healthcare, specialty finance and infrastructure, equity derivatives, collateralized debt obligations, collateralized loan obligations, appraisal claims, insurance-linked securities, mortgages, forex, interest rate derivatives, commodities, convertible bonds and other asset-backed securities and asset-backed financing arrangements. Credit and equity derivatives relate either to individual reference entities or to baskets or portfolios of reference entities (including levered or de-levered tranches of such portfolios or baskets). BlueMountain’s advisory services also include advice regarding using interest rate derivatives (including futures, swaps and swaptions) and government securities to hedge interest rate risk and spot and forward foreign currency contracts to hedge currency exposures. BlueMountain generally provides such advisory services on a discretionary basis.
C. Explain whether (and, if so, how) you tailor your advisory services to the individual needs of
clients. Explain whether clients may impose restrictions on investing in certain securities or types of securities. The advisory services provided by BlueMountain to its Advisory Clients are tailored to the investment objectives, investment strategy and investment restrictions, if any, as set forth in the governing documents of Advisory Clients and/or the investment management agreement entered into by BlueMountain with such clients. With respect to Fund Clients, except as noted below, BlueMountain typically does not tailor its advisory services to the individual needs of investors in the Fund Client; accordingly, it typically does not accept material investment restrictions imposed by such Fund Client investors. With respect to Institutional Accounts, the terms of such relationship, including any investment restrictions, are individually negotiated. Each Advisory Client from time to time enters into agreements (“Side Letters”) with one or more of its investors whereby in consideration for agreeing to invest certain amounts in an Advisory Client and/or other consideration deemed sufficiently material, such investors may be granted favorable rights not afforded other investors in such Advisory Client. Such rights may include one or more of the following: rights to receive reports from the Advisory Client on a more frequent basis or that include information not typically provided to other investors that BlueMountain believes are not prejudicial to other investors; rights to receive reduced rates of performance fees/allocations and/or management fees earned by BlueMountain, each Advisory Client’s general partner and/or other affiliates; application of a restricted securities list; and such other rights as are negotiated between the Advisory Client, BlueMountain and such investors. Such agreements may be entered into by the Advisory Client and BlueMountain without the consent of other investors in such Advisory Client; additionally, except as may be required by “most- favored-nations” clauses, such agreements usually need not be disclosed to other investors in such Advisory Client.
D. If you participate in wrap fee programs by providing portfolio management services, (1) describe
the differences, if any, between how you manage wrap fee accounts and how you manage other
accounts, and (2) explain that you receive a portion of the wrap fee for your services.
BlueMountain does not participate in “wrap fee arrangements,” whereby clients select BlueMountain to manage funds through an investment program presented to the clients by a third-party program sponsor.
E. If you manage client assets, disclose the amount of client assets you manage on a discretionary
basis and the amount of client assets you manage on a non-discretionary basis. Disclose the date “as
of” which you calculated the amounts.
As of December 31, 2019, BlueMountain has $14,806,543,000 in regulatory assets under management. All of such assets are managed by BlueMountain on a discretionary basis; provided that, with respect to certain Institutional Accounts, one or more investors therein may have consent rights in respect of certain investments. please register to get more info

A. Describe how you are compensated for your advisory services. Provide your fee schedule.
Disclose whether the fees are negotiable.
BlueMountain is compensated for its advisory services generally through a management fee charged to Advisory Clients. BlueMountain typically receives a monthly management fee from Fund Clients – 1/12 of a per annum fee of typically 1%-2%, of the net assets of each Fund Client (although in certain cases such management fee is paid on a quarterly basis). With respect to the CLOs, BlueMountain typically receives a management fee made up of two components (i.e., a “Senior Investment Management Fee” of 0.15% (or 0.20%) as well as a “Subordinated Investment Management Fee” of 0.35% (or 0.30%), in each case, of the net assets2 of the CLO, per annum), which fee is typically payable quarterly in arrears (i.e., 1/4 of the aggregate annual management fee of 0.50% of the net assets of each CLO becomes payable to BlueMountain following the end of each calendar quarter). For those Fund Clients that are part of a master-feeder structure, the management fee is typically paid to BlueMountain by the respective master fund on behalf of the feeder funds. In addition, with respect to certain Advisory Clients, BlueMountain (or affiliates of BlueMountain acting as general partners or managing members of the Advisory Clients) receives performance compensation with respect to each calendar year or lock-up period, typically 20%-30% of net profits allocated to each investor on an annual basis, payable at the end of each year or lock-up period, as the case may be. With respect to other Advisory Clients, BlueMountain (or affiliates of BlueMountain acting as general partners or managing members of the Fund Client), as applicable, receives performance compensation based on an internal rate of return calculation at such times as distributions are made to investors in such Advisory Clients; provided that with respect to certain Advisory Clients, performance compensation is payable only if and to the extent a certain minimum rate of return (a “hurdle”) is exceeded. In certain cases, performance compensation is reduced by the amount of management fees paid over a specified period or subject to a “high water mark” or loss carry forward provisions. See Item 6 for further information with respect to performance compensation. With respect to the BMCLO CLOs, BMCLO typically receives management fees and performance compensation. BlueMountain typically rebates these fees to Advisory Clients to the extent such fees are attributable to the Advisory Client’s holdings of BMCLO CLOs. With respect to the Fuji CLOs, BlueMountain Fuji typically receives management fees and performance compensation. BlueMountain typically rebates these fees to Advisory Clients to the extent such fees are attributable to the Advisory Client’s holdings of Fuji CLOs. Depending on the characteristics of the Advisory Client, fees may be higher or lower. BlueMountain reserves the right to waive some or all fees for certain investors in Advisory Clients, including for investors who are affiliated with BlueMountain. Except as described in the following paragraph, the management fee and performance compensation for Fund Clients are generally not negotiable. Fee arrangements for Institutional Accounts are individually negotiated. As explained above in Item 4, BlueMountain enters into Side Letters with certain Fund Client investors, typically those with the largest aggregate investments in Fund Clients, whereby such investors are granted 2 The net assets of a CLO generally include the aggregate value of the CLO’s collateral plus available cash. The management fee is paid from interest revenue, which is segregated from other CLO cash at the time of such management fee payment. favorable rights not granted to other investors in the Fund Client including, among other things, rights to receive reduced rates of performance fees and/or management fees earned by BlueMountain, each Fund Client’s general partner and/or other affiliates. To calculate advisory fees, BlueMountain generally relies on prices provided by third parties (whether dealer quotes or third-party data feeds) for purposes of valuing portfolio securities held in Advisory Client accounts. BlueMountain’s third-party administrator (the “Administrator”) verifies the third-party values that BlueMountain receives. In the event of a disagreement between BlueMountain and the Administrator, BlueMountain works with the Administrator to investigate and resolve any differences. Although it is extremely rare for discrepancies to persist after an investigation by BlueMountain and the Administrator, in the event that BlueMountain and the Administrator ultimately disagree on the valuation of a position, the Administrator can withhold the net asset value if it is unsatisfied with the valuation. BlueMountain maintains policies and procedures relating to the pricing process. Except to the extent that better performance increases assets under management and thus the amount of the management fee, management fees are payable without regard to the overall success or income earned by Advisory Clients and therefore may create an incentive on the part of BlueMountain to raise or otherwise increase assets under management to a higher level than would be the case if BlueMountain were receiving a lower or no management fee. Other fees payable by investors in Advisory Clients are described below. Advisory Client investors and prospective investors in Advisory Clients should refer to the private placement memorandum or other offering documents of the respective Advisory Client for detailed information with respect to the fees associated with such Advisory Client. The information contained herein is a summary only and is qualified in its entirety by such documents.
B. Describe whether you deduct fees from clients’ assets or bill clients for fees incurred. If clients
may select either method, disclose this fact. Explain how often you bill clients or deduct your fees.
BlueMountain (or an affiliate) deducts fees (or directs the payment of fees) from Advisory Clients’ assets. Management fees are generally paid by Advisory Clients to BlueMountain pursuant to a management agreement between the parties. Performance compensation typically is deducted from Advisory Client assets and allocated to an affiliate of BlueMountain pursuant to the governing documents of the Advisory Client, or paid directly out of Advisory Client assets to BlueMountain pursuant to a management agreement between the parties. Management fees are generally paid by Advisory Clients to BlueMountain monthly in arrears or in advance. Performance compensation is generally payable at the end of each year or other pre-defined period as set forth in the governing fund documents, as the case may be, and deducted at such time. Performance compensation is also payable by Advisory Clients to BlueMountain or an affiliate at the time an investor withdraws or redeems, as the case may be, from an Advisory Client. Management fees and performance compensation may be (and have been) waived or modified in the sole discretion of BlueMountain and/or its affiliates, including for investors who are affiliated with BlueMountain. Advisory Client investors and prospective investors in Advisory Clients should refer to the private placement memorandum or other offering documents of the respective Advisory Client for detailed information with respect to how fees are paid with respect to their assets. The information contained herein is a summary only and is qualified in its entirety by such documents.
C. Describe any other types of fees or expenses clients may pay in connection with your advisory
services, such as custodian fees or mutual fund expenses. Disclose that clients will incur brokerage
and other transaction costs, and direct clients to the section(s) of your brochure that discuss
brokerage.
BlueMountain’s fees are exclusive of Advisory Clients’ own organizational (which generally are amortized over a period of time), operating and other expenses including, without limitation: indemnification expenses; commissions; clearing fees; fees, interest and other costs on margin accounts or other financings or re-financings; any taxes and duties payable in any jurisdiction in connection with the operation of Advisory Clients and any investment vehicles thereof; accounting and legal fees and disbursements (including legal fees related to the acquisition, protection and distribution of the Advisory Clients’ investments and counterparty negotiation and documentation following commencement of trading operations); accounting, audit and tax preparation expenses; third party administrator fees; investment- related expenses, including research, subscriptions, quotation services and data feeds; borrowing charges on securities sold short; custodial fees; bank service fees; third party servicing agents; expenses in connection with transactions directed to broker-dealers in part in recognition of investment research and information furnished or expenses for services rendered by broker-dealers in the execution of such orders and the use of such research and other services provided by such broker-dealers; investment and trading consultant expenses; investment-related travel and entertainment expenses; expenses in connection with proposed transactions (including transactions that fail to close); expenses related to reporting to and communicating with investors; liability insurance premiums with respect to the board of directors or board of managers of the Advisory Client or such Advisory Client’s general partner or BlueMountain; registered office expenses; and any other expenses related to the purchase, sale, holding or transmittal of Advisory Client assets or liabilities or the business or affairs of Advisory Clients. For those Fund Clients that are part of a master- feeder structure, each feeder fund will indirectly bear the administrative and other expenses of the master fund pro rata based on its interest in the master fund. A number of Advisory Clients, directly or indirectly, own BlueMountain Fuji, a portfolio company which shares certain personnel with BlueMountain. As a result, such Advisory Clients bear the expenses incurred by BlueMountain Fuji’s operations, including without limitation, payroll and operational expenses. BlueMountain Fuji has entered into a services agreement and a secondment agreement with BlueMountain pursuant to which BlueMountain provides certain services associated with the management of Fuji CLOs, including access to a team of research analysts, office space, back office services, legal and compliance services, and performance of trade executions. Pursuant to these agreements, BlueMountain receives a services fee and a secondment fee from BlueMountain Fuji. It is the intention of BlueMountain and BlueMountain Fuji that such fees shall be agreed on a commercial and arm’s length basis. BlueMountain rebates these fees to Advisory Clients to the extent such fees are attributable to the Advisory Client’s holdings of Fuji CLOs. In certain cases, Advisory Clients also invest directly in Fuji CLOs. In such cases, Advisory Clients will pay to BlueMountain Fuji the collateral management fee and performance compensation otherwise payable in connection with an investment in such Fuji CLO. BMCLO serves as the collateral manager to the BMCLO CLOs. BlueMountain has entered into a services agreement and a secondment agreement with BMCLO whereby BlueMountain provides certain services associated with the management of BMCLO CLOs, including access to its full team of research analysts and portfolio managers employed by BlueMountain; office space; back office services such as loan settlement, and legal and compliance services; and performance of trade executions upon instruction from BlueMountain. By way of compensation for these services, BlueMountain receives a services fee from BMCLO. BlueMountain typically rebates these fees to Advisory Clients to the extent such fees are attributable to the Advisory Client’s holdings of BMCLO CLOs. Execution of Advisory Client transactions typically requires payment of a bid/ask spread or brokerage commissions by the Advisory Client. Item 12 below describes the factors that BlueMountain considers in selecting or recommending broker-dealers for the execution of transactions and determining the reasonableness of their compensation (e.g., commissions). Investment activity also involves other transaction fees payable by Advisory Clients, such as sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. In addition, Advisory Clients incur certain charges imposed by custodians, broker-dealers, third-party investment consultants, and other third parties, such as custodial fees, prime brokerage fees, consulting fees, administrative fees and transfer agency fees. Advisory Client investors and prospective investors in Advisory Clients should refer to the private placement memorandum or other offering documents of the respective Advisory Client for detailed information with respect to the fees and expenses they may pay in connection with an investment in such Advisory Client. The information contained herein is a summary only and is qualified in its entirety by such documents.
D. If your clients either may or must pay your fees in advance, disclose this fact. Explain how a
client may obtain a refund of a pre-paid fee if the advisory contract is terminated before the end of
the billing period. Explain how you will determine the amount of the refund.
Management fees applicable to certain Advisory Clients are paid monthly or quarterly, as applicable, in advance as described in the investment management agreement between such Advisory Client and BlueMountain and/or the governing documents of such Advisory Client. With respect to fee refunds, information about how investors in Advisory Clients withdraw or redeem interests or shares in an Advisory Client is set forth in the respective Advisory Client’s governing documents.
E. If you or any of your supervised persons accepts compensation for the sale of securities or other
investment products, including asset-based sales charges or service fees from the sale of mutual
funds, disclose this fact and respond to Items 5.E.1, 5.E.2, 5.E.3 and 5.E.4.
1. Explain that this practice presents a conflict of interest and gives you or your supervised
persons an incentive to recommend investment products based on the compensation received,
rather than on a client’s needs. Describe generally how you address conflicts that arise,
including your procedures for disclosing the conflicts to clients. If you primarily recommend
mutual funds, disclose whether you will recommend “no-load” funds.
2. Explain that clients have the option to purchase investment products that you recommend
through other brokers or agents that are not affiliated with you.
3. If more than 50% of your revenue from advisory clients results from commissions and other
compensation for the sale of investment products you recommend to your clients, including
asset-based distribution fees from the sale of mutual funds, disclose that commissions provide
your primary or, if applicable, your exclusive compensation.
4. If you charge advisory fees in addition to commissions or markups, disclose whether you
reduce your advisory fees to offset the commissions or markups.
Neither BlueMountain nor its employees receive, directly or indirectly, any compensation from the sale of securities or investments that are purchased or sold for Advisory Client accounts. BlueMountain is compensated through the stated management fee and performance compensation agreed upon in the governing documents of the respective Advisory Client. Accordingly, BlueMountain believes that it does not have any conflicts of interest regarding the receipt of additional compensation relating to Advisory Client assets that BlueMountain manages, except as specifically disclosed from time to time. please register to get more info

If you or any of your supervised persons accepts performance-based fees – that is, fees based on a
share of capital gains on or capital appreciation of the assets of a client (such as a client that is a
hedge fund or other pooled investment vehicle) – disclose this fact. If you or any of your supervised
persons manage both accounts that are charged a performance-based fee and accounts that are
charged another type of fee, such as an hourly or flat fee or an asset-based fee, disclose this fact.
Explain the conflicts of interest that you or your supervised persons face by managing these
accounts at the same time, including that you or your supervised persons have an incentive to favor
accounts for which you or your supervised persons receive a performance-based fee, and describe
generally how you address these conflicts.
As described in Item 5, BlueMountain or its affiliates receive performance-based compensation for investment management services provided to Advisory Clients. Performance-based compensation represents an asset manager’s compensation for managing an account which is based upon a percentage of the net profits of the account being managed. BlueMountain’s performance-based compensation arrangements are typically a percentage of net profits allocated to an investor in an Advisory Client on an annual basis or based on an internal rate of return calculation at such times as distributions are made to investors and, in certain cases, is subject to a hurdle or a reduction based on the amount of management fees paid. Performance-based compensation creates certain inherent conflicts of interest with respect to BlueMountain’s management of assets. Specifically, BlueMountain’s entitlement to performance-based compensation in managing one or more accounts may create an incentive for BlueMountain to make investments that are riskier or more speculative than would be the case in the absence of such performance-based compensation. BlueMountain does not currently manage any accounts that are charged only asset-based fees (i.e., fees based simply on the amount of assets under management in an account). Accordingly, BlueMountain does not consider its fee structure, pursuant to which it receives performance-based fees, to present any conflicts of interest in this respect currently. As a general matter, since performance-based fees reward an adviser for strong performance in accounts subject to such fees, an adviser may have an incentive to favor these accounts over those that have only asset-based fees with respect to areas such as trading opportunities, trade allocation, and allocation of new investment opportunities. To the extent BlueMountain enters into advisory relationships subject only to asset-based fees, BlueMountain may have an incentive to favor the accounts which pay performance-based compensation over those that do not. To maintain fair and equitable treatment of all of its Advisory Clients’ accounts, BlueMountain has implemented controls to further its efforts to treat all accounts fairly, regardless of their corresponding fee-structure. BlueMountain maintains and adheres to written guidelines on the allocation of investment opportunities that apply to the Advisory Clients, the BMCLO CLOs and the Fuji CLOs. Such allocation guidelines are part of the compliance program that governs the conduct of BlueMountain, the Relying Adviser, BMCLO, BlueMountain Fuji and their respective employees. As explained below, BlueMountain believes that its allocation guidelines, along with other existing controls, provide an environment that fosters the fair and equitable treatment of all accounts managed by BlueMountain, regardless of fee structure.
Side-by-Side Management
BlueMountain’s investment professionals simultaneously manage portfolios for Fund Clients and Institutional Accounts that implement comparable investment strategies (i.e., side-by-side management). In addition to managing the Advisory Clients’ portfolios, such professionals manage the portfolios of Fuji CLOs and BMCLO CLOs. The simultaneous management of these different investment products creates certain potential conflicts of interest and the possibility of favorable or preferential treatment of a portfolio or a group of portfolios, as the fees for the management of certain types of products are higher than others or the investors in a certain portfolio or group of portfolios are subsidiaries of Assured Guaranty. Because side-by-side management raises such issues, and because BlueMountain has an affirmative duty to treat all its Advisory Clients fairly and equitably over time, BlueMountain has instituted controls, including its allocation guidelines, in an effort to ensure that it fulfills this duty. BlueMountain’s allocation guidelines are written guidelines intended to ensure that investment opportunities are allocated on a fair and equitable basis among Advisory Clients (as well as the BMCLO CLOs and the Fuji CLOs). Such allocation guidelines set forth (i) methods of investment opportunity purchase and sale allocations which vary according to the liquidity profile of each investment opportunity and certain risk parameters applicable to each Advisory Client and (ii) allocation methods which determine how partially-filled orders are divided among Advisory Clients (and BMCLO CLOs and Fuji CLOs). BlueMountain periodically performs a series of tests to ensure that investment opportunities are allocated in conformity with these guidelines. Although BlueMountain has a duty to treat all portfolios employing an investment strategy fairly and equitably over time, such portfolios will not necessarily be managed the same at all times. Specifically, there is no requirement that BlueMountain use the same investment practices consistently across all portfolios. In general, investment decisions for each Advisory Client will be made independently from those of other Advisory Clients (or the BMCLO CLOs or Fuji CLOs), and will be made with specific reference to the individual needs and objectives of each Advisory Client. In fact, different Advisory Client guidelines and/or differences within particular investment strategies may lead to the use of different investment practices for portfolios employing a similar investment strategy. In addition, BlueMountain will not necessarily purchase or sell the same securities at the same time or in the same proportionate amounts for all eligible portfolios, particularly if different portfolios have materially different amounts of capital under management by BlueMountain, different idiosyncratic risk concentration limits or different amounts of investable cash available. As a result, although BlueMountain manages (and the Relying Adviser, BMCLO and BlueMountain Fuji manage) numerous portfolios with comparable investment objectives, or manages accounts with different objectives that trade in the same securities, the portfolio decisions relating to these accounts, and the performance resulting from such decisions, differ from portfolio to portfolio. BlueMountain may, from time to time, offer certain investors in Advisory Clients and/or other third parties (“Co-Investors”) the right or opportunity to co-invest with other investors and/or Advisory Clients in certain portfolio investments, whether as a direct investment by the Co-Investor or as an indirect investment via a special purpose vehicle or other co-investment vehicle established by BlueMountain to hold such co-investment (in each case, a “Co-Investment Opportunity”). Any such Co-Investment Opportunity would only be offered following a determination by BlueMountain that all Advisory Clients (and the BMCLO CLOs and Fuji CLOs) have received the full amount of their respective desired allocations of a particular investment in accordance with BlueMountain’s allocation guidelines. BlueMountain generally is not obligated to arrange Co-Investment Opportunities for all investors in an Advisory Client, and investors and Advisory Clients generally will not be entitled or have any right to participate in such an opportunity solely by reason of being an Advisory Client or an investor in an Advisory Client. BlueMountain’s decision to offer (or not to offer) Co-Investment Opportunities to any investor generally will be made in its sole discretion, with due consideration for, among other factors, (i) special rights previously offered to particular large or strategic investors (including “most-favored-nations” rights), (ii) the size of the Co-Investment Opportunity, (iii) the capacity of the prospective Co-Investor to make the investment, (iv) the extent to which previous Co-Investment Opportunities were offered to the prospective Co-Investor (and whether such prospective Co-Investor participated in such previous Co-Investment Opportunities); (v) whether the prospective Co-Investor will represent a good syndicate partner in connection with the Advisory Client’s investment; (vi) how quickly a prospective Co-Investor will be able to consummate its co-investment (including completion of due diligence and obtaining all required internal approvals); (vii) BlueMountain’s evaluation of whether the Co-Investment Opportunity would subject the potential Co-Investor to legal, regulatory, reporting, public relations, media, or other burdens that make it less likely that the prospective Co-Investor would act upon the Co-Investment Opportunity, if offered; (viii) the ability of such prospective Co-Investor to generate future investment opportunities or provide other benefits to Advisory Clients; (ix) the ability of such prospective Co-Investor to provide analytical and market advice or other expertise that may be valuable to Advisory Clients; and (x) tax, legal, regulatory or confidentiality considerations. In certain cases, Co-Investment Opportunities are structured to entitle BlueMountain to receive performance-based compensation and/or management fees. BlueMountain Fuji serves as the collateral manager to the Fuji CLOs and is wholly owned (directly or indirectly) by Advisory Clients. BlueMountain has entered into a services agreement and a secondment agreement with BlueMountain Fuji whereby BlueMountain provides certain services associated with the management of Fuji CLOs, including access to its full team of research analysts employed by BlueMountain; office space; back office services such as loan settlement, and legal and compliance services; and performance of trade executions upon instruction from BlueMountain. By way of compensation for these services, BlueMountain receives a services fee and a secondment fee from BlueMountain Fuji. BMCLO serves as the collateral manager to the BMCLO CLOs. BlueMountain has entered into a services agreement and a secondment agreement with BMCLO whereby BlueMountain provides certain services associated with the management of the BMCLO CLOs, including access to its full team of research analysts and portfolio managers employed by BlueMountain; office space; back office services such as loan settlement, and legal and compliance services; and performance of trade executions upon instruction from BlueMountain. By way of compensation for these services, BlueMountain receives a services fee from BMCLO. As a result of these arrangements, BlueMountain, BlueMountain Fuji and BMCLO share certain personnel. It is expected that the investment professionals associated with BlueMountain will be actively involved in other investment activities not concerning the Advisory Clients and therefore will not be able to devote all of their time to the Advisory Clients’ business and affairs. please register to get more info

Describe the types of clients to whom you generally provide investment advice, such as individuals,
trusts, investment companies, or pension plans. If you have any requirements for opening or
maintaining an account, such as a minimum account size, disclose the requirements.
Types of Clients
BlueMountain provides investment advisory services to pooled investment vehicles operating as private investment funds and institutional accounts.
Conditions for Managing Accounts
The minimum initial investment amount for investors in Fund Clients is generally at least $1,000,000. The minimum initial investment amount for investors in CLOs is generally at least $250,000. In general, the minimum investment required for an Institutional Account depends on the type, number, and complexity of the strategies and instruments to be managed in the vehicle and the time horizon of the investment. These requirements generally can be waived at the discretion of the general partner or the board of directors of the Advisory Client, or their respective delegees, subject to minimum requirements for Fund Clients organized in certain offshore jurisdictions. please register to get more info

A. Describe the methods of analysis and investment strategies you use in formulating investment
advice or managing assets. Explain that investing in securities involves risk of loss that clients
should be prepared to bear. BlueMountain is an asset management firm that follows a comprehensive, multi-strategy approach to investing. Each Advisory Client’s investment strategy is generally set forth in a confidential private placement memorandum or other offering documents of such Advisory Client. BlueMountain’s investment process generally consists of identifying trading and investment strategies within and across asset classes and markets by combining one or more of the following methods of analysis: 1. Fundamental research by BlueMountain’s research team; 2. Quantitative analysis of price relationships within market segments and across different markets by the quantitative strategy team; 3. An understanding of the technical dynamics in the various credit, fixed income, equity and volatility markets (by the trading desk and portfolio managers); and 4. Market insights, macroeconomic views, judgment, and discretion of the portfolio managers. BlueMountain’s analysts undertake in-depth financial analysis of individual names and monitor market developments across the sector. They combine a fundamental, cash flow approach with an understanding of the company’s capital structure and specific securities to facilitate absolute and relative value judgments on individual names. Analysts make recommendations on outright long or short positions in particular positions, capital structure trades and opportunities that arise between names. Research specialists provide expertise in particular areas of fundamental research to complement sector and name coverage and use quantitative models that generate fundamental, technical and flow-based signals. BlueMountain’s portfolio managers oversee the portfolio management team, the members of which are organized by sub-strategy. The portfolio managers analyze trade ideas, monitor the portfolio, perform risk and scenario analyses, and look for investment opportunities within their strategy. The portfolio management team is ultimately responsible for deciding which investment ideas to implement. The team makes these determinations based on the current exposures in the portfolio, the market environment, the relative attractiveness, risk profile, and liquidity of the new position, and the judgment of its members. BlueMountain’s investment strategies and investment themes can be broadly grouped into the following categories: Credit: fundamentally and technically based relative value investments (long and short) (i) between or among different issuers, groups of issuers, or sectors, (ii) in instruments with differing levels of seniority within the capital structure of one issuer, (iii) in credit instruments along the term structure curve of single name credits or indices (curve flatteners and steepeners), (iv) between indices and in indices versus their constituents, and (v) between cash bonds and credit default swaps of the same issuer. Investments are expressed in debt, convertible debt, option and equity positions, as well as in derivative form. Distressed and Special Situations: long and short positions in equity and debt instruments of stressed and distressed issuers, issuers undergoing extraordinary transactions and issuers in industries experiencing transitional changes. CLOs: positions across the capital structure of collateralized loan obligations advised by BlueMountain, BMCLO and BlueMountain Fuji as well as other advisors. ABS: long and short positions in individual asset backed securities, including, but not limited to, specialty finance companies, student loans, credit card receivables and auto financings, as well as debt and equity positions in consumer and commercial finance companies. Synthetic Structured Credit: long and short positions in portfolios of credits pooled together and then tranched into classes with varying priorities and risk/return profiles. The credits underlying these transactions are derivative or cash instruments and the investments themselves are in derivative or cash form. Mortgages: long and short positions in non-agency mortgage bonds, mortgage backed securities, mortgage REITs, debt and equity positions in mortgage originators, whole loans, home equity conversion mortgages and other mortgage related assets. Commercial Real Estate: debt and equity positions in real estate and real estate related assets, including commercial real estate, project finance transactions and tax-lien investments. Volatility and Cross Markets: long and short positions of volatility and other derivative assets, both within the same and across varying markets. Municipal Bonds: positions in taxable, tax-exempt, investment grade and high-yield municipal bonds. Insurance-Linked Securities: investments in catastrophe bonds and other instruments with performance linked to realization of insured and other triggering events. Appraisal Claims: utilize corporate law to seek judicial review of M&A transactions that undervalue the target company. Private Capital: privately negotiated investments across debt, equity and structured/hybrid instruments in various industries including healthcare, specialty finance and infrastructure. In evaluating securities, the main sources of information used by BlueMountain include, but are not limited to: quantitative data provided by third-party vendors; financial newspapers and magazines; research materials prepared by third parties; corporate rating services; annual reports, prospectuses and filings with the SEC; and company press releases. However, BlueMountain relies on its traders, portfolio managers, research analysts and quantitative strategists for generating and vetting trade ideas. BlueMountain typically generates internally the research that it ultimately relies upon to make investment decisions. Investors in Advisory Clients should be aware that investing in securities involves risk of loss that investors should be prepared to bear.
B. For each significant investment strategy or method of analysis you use, explain the material risks
involved. If the method of analysis or strategy involves significant or unusual risks, discuss these
risks in detail. If your primary strategy involves frequent trading of securities, explain how
frequent trading can affect investment performance, particularly through increased brokerage and
other transaction costs and taxes.
All securities investments risk the loss of capital. No guarantee or representation is made that an Advisory Client will achieve its investment objective or that investors will not lose all or substantially all of their investment in the Advisory Client. Purchases of interests in Advisory Clients are suitable only for investors of substantial financial means who can make a long-term investment, can bear the risk of loss of their entire investment in the Advisory Client and have no need for liquidity of their investment. Each of BlueMountain’s strategies has the potential for Advisory Clients’ assets to decline in value. The nature of Advisory Clients’ investments involves certain risks, and the use of investment techniques (such as hedging, leverage and short selling) carries additional risks. Some of the specific risks to which Advisory Client assets are susceptible are as follows: Concentration of Investments BlueMountain generally seeks to maintain a diversified portfolio of investments. However, Advisory Clients may at certain times hold relatively few investments. Advisory Clients could be subject to significant losses if they hold a large position in a particular investment that declines in value or is otherwise adversely affected. Volatility The market value of certain of an Advisory Client’s investments may be volatile, and will generally fluctuate due to a variety of factors that are inherently difficult to predict, including, among other things, the macro business and economic environment, specific developments or trends within a company or in any particular industry, the market’s overall perception of risk, general economic conditions, the condition of certain financial markets, domestic and international economic or political events, prevailing credit spreads, changes in prevailing interest rates and the financial condition of counterparties. Illiquidity of Investments In some circumstances investments are relatively illiquid, making it difficult to acquire or dispose of them at the prices quoted on the various exchanges. Accordingly, BlueMountain’s ability to respond to market movements may be impaired, and Advisory Clients may experience adverse price movements upon liquidation of its investments. In addition, the Advisory Clients may make private investments that are subject to liquidity-related risks, particularly the risk that an Advisory Client will be unable to dispose of such investments by sale or other means at attractive prices or will otherwise be unable to complete any exit strategy. Among others, these risks include changes in the financial condition or prospects of the entity in which the investment is made. It is not generally expected that private securities acquired by an Advisory Client will eventually be registered and listed on a securities exchange. Absent registration, such Advisory Client will not be able to sell such securities unless an exemption from such registration requirements is available. In addition, in some cases an Advisory Client may be prohibited by contract or regulatory restrictions from selling such securities for a period of time. To the extent that there is no liquid trading market for an investment, an Advisory Client may be unable to liquidate that investment or may be unable to do so at a profit. Moreover, there can be no assurances that private purchasers for an Advisory Client’s investments will be found. Financial Model Risk Most, if not all, of Advisory Clients’ investments and investment strategies require the use of quantitative and qualitative valuation models developed by BlueMountain and third parties. As market dynamics shift (for example, due to changed market conditions and participants) over time, a previously highly successful model may become outdated or inaccurate, perhaps without BlueMountain recognizing the change before significant losses are incurred. An Advisory Client’s model risk extends to the valuation of its investments, most of which will be made on the basis of internal BlueMountain models in the absence of any readily determinable market value. The valuations so determined may differ materially from values that are actually realized. Quantitative Analysis Use of Systems. BlueMountain relies extensively on the use of computer systems, hardware, software, and telecommunications equipment. BlueMountain makes use of its own equipment as well as equipment, systems and services (including so-called “cloud” based storage and other services) provided by third parties. Accordingly, the Advisory Clients are exposed to the risk that computer hardware, software, electronic equipment and other services used by BlueMountain may cease to be available, for example, due to the insolvency of the provider, the discontinuation of services or software updates, or the interruption of communication access. In such circumstances, BlueMountain would seek to obtain equivalent hardware, software and services from an alternative supplier, which could take time to accomplish and which could be costly. Risk of Programming Implementation Error or Logical Error. Given the reliance of BlueMountain upon the operation of its models and other software trading and analysis systems, it follows that the Advisory Clients are therefore at risk of errors of implementation (colloquially known as “bugs”) and errors of design that may exist or arise in the software or models, and which may cause inappropriate or aberrant behavior under certain market conditions. While reasonable steps have been taken to ensure that the software is adequate in design and free from bugs, formal proof of bug-free code has not been undertaken, nor can the underlying logical and/or mathematical models be certified as free from error; investors should expect that – at any given time – BlueMountain’s code will contain errors of design and bugs. As with any software, upgrades, “bug fixes” and various other improvements may be introduced over time and the risk therefore exists that such changes may detrimentally affect the performance of the Advisory Clients, rather than improve it. Furthermore, without limitation, while the software has been tested, no guarantee can be given that a combination of input conditions experienced when running the system “live” will not cause the system to fail, perform aberrantly, or take positions that were not anticipated. These failures may occur in a complex, interdependent environment where different elements of code are all functioning correctly, but their interaction gives rise to unanticipated or unintended errors. Given the fact that BlueMountain will be utilizing proprietary and third-party code (some of which may be open- source or without any warranties), it is possible or likely that errors will arise from such interactions, and that such errors and any related losses would not constitute reimbursable Trade Errors. Risks Inherent in Computer-Driven and Intellectual Property Based Systems. BlueMountain relies to a material extent on a wide range of intellectual property systems, including computer hardware and software systems and telecommunications systems, in substantially all phases of its operations, including research, valuation, trade identification and construction, trade execution, clearing, risk management, back office functions and reporting. As described above, intellectual property systems are subject to a number of inherent and unpredictable risks. For example: there may be material undiscovered errors in software programs; software and/or hardware may malfunction and/or degrade; electronic and telecommunications delivery may fail; security breaches may lead to unauthorized trades or stolen intellectual property; services provided by third-party vendors to support the intellectual property systems may be interrupted; and computer-driven trading errors may occur. For the sake of clarity and without limitation, though losses arising from computer- driven and intellectual property-based systems could adversely affect the Advisory Clients’ performance, such losses would likely not constitute reimbursable Trade Errors. Trade Errors As a fiduciary, BlueMountain has an obligation to seek to ensure that orders it places for the account of Advisory Clients are accurate; nevertheless, Advisory Clients may experience errors with respect to the execution of trades placed on its behalf by BlueMountain. Such “Trade Errors” include, for example: (i) an unintended or inaccurate execution of an actionable order generated by BlueMountain’s trading system; (ii) an erroneous voice instruction or an erroneous keystroke order entry relating to an actionable order generated by BlueMountain’s trading system; (iii) an error in BlueMountain’s trade execution routing systems, software or protocols; and (iv) an error during the clearance and settlement processes that results in an unintended transaction. Delays in executions of orders that are attributable to BlueMountain and trading errors that do not result in transactions (such as erroneous trade instructions that are withdrawn or corrected prior to execution and erroneous cancellations of actionable orders generated by BlueMountain’s trading system) will not be viewed as “Trade Errors.” While the identification of Trade Errors and the proper method for resolving Trade Errors in any particular circumstance can be complicated, particularly in a model-driven trading environment (which comprises part of BlueMountain’s investment program), it is BlueMountain’s general policy to identify Trade Errors and, where feasible and appropriate, to ensure that each Trade Error is corrected in an expeditious manner. However, there are situations—particularly where a quantitative model is involved or where the discovery of the trade error follows the settlement of the erroneous trades by some period of time—where it will be in the best interests of BlueMountain’s Advisory Clients to allow a trade placed in error to stand, and for the portfolio (including the position resulting from a trade error) to serve as the basis for subsequent trading decisions. Neither BlueMountain nor any other person indemnified pursuant to an Advisory Client’s governing documentation (each, an “Indemnified Person”) will be liable to the Advisory Clients for losses resulting from any Trade Error, absent the actual fraud, bad faith, gross negligence (as determined under New York law) or willful misconduct of BlueMountain or of any such Indemnified Person. As a result of these provisions, the Advisory Clients (and not BlueMountain) will benefit from any gains resulting from Trade Errors and will be responsible for any losses (including additional trading costs) resulting from Trade Errors, absent actual fraud, bad faith, gross negligence (as determined under New York law) or willful misconduct on the part of BlueMountain or any other Indemnified Person, in which case BlueMountain will reimburse the Advisory Clients for any losses resulting from such covered Trade Errors. Profits from Trade Errors may not offset losses from Trade Errors, unless the underlying transactions constitute a single transaction. Given the potentially large volume of transactions executed by BlueMountain on behalf of the Advisory Clients, investors should assume that Trade Errors will occur and that, to the extent permitted by applicable law and under the applicable Advisory Client’s governing documents and/or investment management agreement, the Advisory Client will be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of BlueMountain and its personnel. Hardware Failures. Similarly, with regard to trading, communication, development, programming and other systems or equipment that BlueMountain operates, utilizes or relies upon, any or all of the following events may occur, even where BlueMountain, acting as a fiduciary, takes steps to select secure and satisfactory equipment and service providers: (i) failures of such systems or equipment; (ii) interruptions in access to or the operations of such systems or equipment; (iii) loss of functionality of such systems or equipment; (iv) degradation or corruption of such systems or equipment; (v) compromises in the security or integrity of such systems or equipment; (vi) loss of power to such systems or equipment; and (vii) other situations that adversely affect such systems or equipment, however caused or occurring. These sorts of problems can result in losses for the Advisory Clients and are collectively termed “Hardware Failures.” Hardware Failures also are not deemed to be “Trade Errors.” Pursuant to the “general exculpation and indemnity standard” described above, none of BlueMountain or any other Indemnified Person will generally be liable to the Advisory Clients for losses resulting from any Hardware Failure, absent the actual fraud, bad faith, gross negligence (as determined under New York law) or willful misconduct of BlueMountain or of any such Indemnified Person. As a result of these provisions, the Advisory Clients (and not BlueMountain) will be responsible for any losses resulting from Hardware Failures, absent actual fraud, bad faith, gross negligence (as determined under New York law) or willful misconduct on the part of BlueMountain or any other Indemnified Person, in which case BlueMountain will reimburse the Advisory Clients for losses resulting from such covered Hardware Failures. Investors should weigh the risk that Hardware Failures result in losses for the Advisory Clients, which will be responsible for such losses, even if they result from the negligence (but not gross negligence) of BlueMountain and its personnel. Currency Exposure Interests in Advisory Clients are issued and withdrawn primarily in U.S. Dollars, and a limited amount of interests in Advisory Clients are issued and withdrawn in either Euro, British Pound Sterling or Japanese Yen. In certain cases, the assets of Advisory Clients are, however, invested in securities and other investments which are denominated in currencies other than U.S. Dollars, Euro, British Pound Sterling and Japanese Yen. Accordingly, the value of such assets may be affected favorably or unfavorably by fluctuations in currency rates. BlueMountain usually seeks to hedge the foreign currency exposure of Advisory Clients, but Advisory Clients are not required to hedge and there can be no assurance that an Advisory Client’s hedging activities, even if undertaken, will be effective. However, Advisory Clients are necessarily subject to foreign exchange risks. In addition, prospective investors in Advisory Clients whose assets and liabilities are predominately in other currencies should take into account the potential risk of loss arising from fluctuations in value between the U.S. Dollar and other currencies. Possible Positive Correlation One of the goals in incorporating non-traditional investment strategies such as those to be utilized by Advisory Clients into a portfolio or series of portfolios is to provide a potentially valuable element of diversification. However, there can be no assurance, particularly during periods of market disruption and stress, when the risk control benefits of diversification may be most important, that an Advisory Client will, in fact, be negatively- or non-correlated with a traditional portfolio of stocks or bonds. Short Selling BlueMountain engages in short selling. Short selling involves trading on margin and accordingly can involve greater risk than investments based on a long position. A short sale of a security involves the risk of a theoretically unlimited increase in the market price of the security, which could result in an inability to cover the short position and a theoretically unlimited loss. Additionally, there can be no assurance that securities necessary to cover a short position will be available for purchase. Leverage Advisory Clients employ leverage for the purpose of making investments and to hedge their exposure to market and credit risk. The use of leverage creates special risks and may significantly increase the Advisory Client’s investment risk. Leverage creates an opportunity for greater yield and total return but, at the same time, increases the Advisory Client’s exposure to capital risk and interest costs. Any investment income and gains earned on investments made through the use of leverage that are in excess of the interest costs associated therewith may cause the value of interests in the Advisory Client to increase more rapidly than would otherwise be the case. Conversely, where the associated interest costs are greater than such income and gains, the value of the interests in the Advisory Client may decrease more rapidly than would otherwise be the case. Spread Trading Risks A part of an Advisory Client’s trading operations may involve spreads between two or more positions. To the extent the price relationships between such positions remain constant, no gain or loss on the positions will occur. In addition, such positions entail substantial risk that the price differential could change unfavorably, causing a loss to the spread position. In periods of trendless, stagnant markets and/or deflation, many alternative investment strategies have materially diminished prospects for profitability. Arbitrage Transaction Risks Arbitrage strategies attempt to take advantage of perceived price discrepancies of identical or similar financial instruments, on different markets or in different forms. From time to time, BlueMountain employs these arbitrage strategies for certain Advisory Clients. If the requisite elements of an arbitrage strategy are not properly analyzed, or unexpected events or price movements intervene, losses can occur which can be magnified to the extent an Advisory Client is employing leverage. Moreover, arbitrage strategies often depend upon identifying favorable “spreads,” which can also be identified, reduced or eliminated by other market participants. Hedging Transactions The success of an Advisory Client’s hedging strategy is subject to BlueMountain’s ability to assess correctly the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the investments in the portfolio being hedged. Since the characteristics of many securities change as markets change or time passes, the success of an Advisory Client’s hedging strategy is also subject to BlueMountain’s ability to recalculate, readjust, and execute hedges continually and in an efficient and timely manner. From time to time, an Advisory Client may enter into hedging transactions to seek to reduce risk; however, such transactions may result in a poorer overall performance for the Advisory Client than if it had not engaged in any such hedging transactions. For a variety of reasons, BlueMountain may not seek to establish a perfect correlation between such hedging instruments and the risks being hedged. Such imperfect correlation may prevent the Advisory Client from achieving the intended hedge or expose the Advisory Client to risk of loss. In addition, BlueMountain may not hedge a risk inherent in the Advisory Client because a hedge may not be available or is too costly in light of the likelihood of the possible risk actually occurring, or because the risk simply was not anticipated. Counterparty Risk An Advisory Client is subject to the risk of the inability of any counterparty (including prime brokers) to perform with respect to transactions, whether due to insolvency, bankruptcy or other causes. The stability and liquidity of swap transactions, forward transactions and other over-the-counter derivative transactions depend in large part on the creditworthiness of the parties to the transactions. It is expected that BlueMountain will monitor on an ongoing basis the creditworthiness of firms with which it will enter into swaps or other over-the-counter derivatives on behalf of the Advisory Clients. If there is a default by the counterparty to such a transaction, the Advisory Client will under most normal circumstances have contractual remedies pursuant to the agreements related to the transaction. However, exercising such contractual rights may involve delays or costs which could result in losses. Furthermore, there is a risk that any of such counterparties could become insolvent. If one or more of the Advisory Client’s counterparties were to become insolvent or the subject of liquidation proceedings in the United States (either under the Securities Investor Protection Act or the United States Bankruptcy Code), there exists the risk that the recovery of that portion of such Advisory Client’s portfolio held by such prime broker or broker-dealer will be delayed or be of a value less than the value of the securities or assets originally entrusted to such prime broker or broker-dealer. In addition, Advisory Clients use counterparties located in various jurisdictions outside the United States. Such local counterparties are subject to various laws and regulations in various jurisdictions that are designed to protect their customers in the event of their insolvency. However, the practical effect of these laws and their application to the Advisory Clients’ assets are subject to substantial limitations and uncertainties. Because of the large number of entities and jurisdictions involved and the range of possible factual scenarios involving the insolvency of a counterparty, it is impossible to generalize about the effect of their insolvency on an Advisory Client and its assets. Investors should assume that the insolvency of any counterparty would result in a loss, which could be material, to the affected Advisory Client. Reliance on Corporate Management and Financial Reporting BlueMountain relies on the financial information made available by the issuers in which Advisory Clients invest. BlueMountain typically does not independently verify the financial information disseminated by the numerous issuers in which Advisory Clients may invest and is dependent upon the integrity of both the management of these issuers and the financial reporting process in general. Corporate mismanagement, fraud and accounting irregularities relating to the issuers of investments held by Advisory Clients may result in material losses. Equity prices are particularly vulnerable to corporate mismanagement. Litigation From time to time, in the ordinary course of their operations, BlueMountain and its affiliates may be subject to litigation and arbitration, which can be costly and divert significant portions of available staff time and resources. In addition, from time to time BlueMountain uses litigation as part of an investment tactic. An Advisory Client could be party to lawsuits either initiated by it, or by a company in which such Advisory Client invests, other shareholders, or state, federal and foreign governmental bodies. There can be no assurance that any such litigation, once begun, would be resolved in favor of the applicable Advisory Client. Any litigation or arbitration could have a materially adverse effect on the involved Advisory Client. Exposure to Material, Non-Public Information From time to time, BlueMountain receives material, non-public information with respect to an issuer of publicly traded securities. In such circumstances, Advisory Clients may be prohibited, by law, policy or contract, for a period of time from (i) unwinding a position in such issuer, (ii) establishing an initial position or taking any greater position in such issuer, and (iii) pursuing other investment opportunities related to such issuer. Reliance on Management Investors generally do not have an opportunity to select or evaluate any Advisory Client’s investments, or to review an Advisory Client’s securities and other investment positions. BlueMountain selects all Advisory Client investments, and the quality of BlueMountain’s decisions dictates the Advisory Clients’ success or failure. In addition, the business and prospects of BlueMountain (and by extension, the Advisory Clients) might be materially and adversely affected by the death or incapacity of any senior personnel of BlueMountain. Further, if the Advisory Clients managed by BlueMountain were to incur substantial losses, the revenues of BlueMountain may decline substantially. Such losses may impair BlueMountain’s ability to retain employees, provide the same level of service to the Advisory Clients and continue operations. Reliance on Certain Third Parties Advisory Clients are dependent upon their counterparties and certain service providers, such as the administrators of the Advisory Clients. Errors are inherent in the operations of any business (including the business of the Advisory Clients), and although BlueMountain has adopted measures to prevent and detect errors by, and misconduct of, counterparties and service providers, and to transact with counterparties and service providers it believes to be reliable, such measures may not be effective in all cases. Errors or misconduct by such service providers could have a material adverse effect on the Advisory Clients. Incentive Fees of Service Providers and Third-Party Managers Service providers and managers of special purpose vehicles (each, an “SPV”) through which Advisory Clients may invest (“Third-Party Managers”) receive compensation based on, among other things, the performance of the assets that they service or in which such SPVs invest. Therefore, it is possible that certain service providers or Third-Party Managers receive incentive compensation from an Advisory Client, even though such Advisory Client, as a whole, does not achieve net capital appreciation. Such compensation arrangements may create an incentive to make investments that are riskier or more speculative than would be the case if such arrangements were not in effect. In addition, because performance-based compensation may be calculated on a basis which includes unrealized appreciation of an Advisory Client’s assets, such performance-based compensation may be greater than if such compensation were based solely on realized gains. In addition, the existence of such incentive fees and other fees, such as management fees based, for example, on the value of assets managed, result in Advisory Clients paying fees twice, once to the BlueMountain or its affiliate and once to the service provider or Third-Party Manager to service or manage the same assets. In certain cases, Third-Party Managers also receive compensation from investments in the form of transaction, director, monitor and other similar fees or in connection with any investment not completed (e.g., break-up fees). An Advisory Client is responsible for the payment of such transaction fees and conflicts of interest may arise in connection with the payment of such transaction fees. Co-Investments by Advisory Clients and Other Third Party Investors An Advisory Client may co-invest initially in a particular loan, security or other investment at substantially the same time as other Advisory Clients, in which case they would invest at substantially the same price. Though Advisory Clients often invest in tandem with other Advisory Clients, each Advisory Client will not necessarily invest through the same entity or use the same counterparties. This may result in differences in price, terms and amount of leverage (if any), and associated transaction costs. In addition, there can be no assurance that each Advisory Client would dispose of such an investment at substantially the same price or time as other Advisory Clients due to many factors that may or may not be foreseeable at the time of investment, including availability of capital for follow-on investment and other needs, differing basis in the investment, differing financing terms applicable to different investments, time horizons applicable to different Advisory Clients (including different investment periods) and their differing investment objectives and investment programs. Further, one Advisory Client’s determination to dispose of an investment could affect the timing of another Advisory Client’s disposal of that same investment. For example, such disposal could forfeit or diminish altogether certain rights or benefits (e.g., voting or other consent and control rights, board or committee representation, other rights attendant to superior equity or debt positions, etc.) held directly or indirectly by all Advisory Clients participating in the investment due to aggregate holdings size requirements or other considerations or otherwise affect the long-term viability of the investment, resulting in the determination by the other Advisory Clients that it is in their respective best interests to liquidate their positions as well even if the timing of such liquidation would not otherwise have been considered optimal. Further, to the extent an Advisory Client is required to liquidate its interest in such investment to meet liquidity demands of its investors, such liquidation may have an adverse effect on the market value of the underlying investment. In addition, Advisory Clients may co-invest with third parties that are not Advisory Clients through joint ventures or other SPVs. Such investments involve risks not present in investments where a third party is not involved, including the possibility that a co-venturer or partner of an Advisory Client may at any time have economic or business interests or goals which are inconsistent with those of such Advisory Client, or may be in a position to take action contrary to such Advisory Client’s investment objectives. In addition, an Advisory Client in certain circumstances will be liable for actions of its co-venturers or partners. Furthermore, if a co-venturer defaults on its funding obligations, in certain circumstances such Advisory Client will be required to make up the shortfall. Investments made with third parties in partnerships, joint ventures or other SPVs involve carried interest and/or other fees payable to such third-party co-venturers or partners. In those circumstances where such third parties involve a management group, such third parties receive compensation arrangements relating to such investments, including incentive compensation arrangements. Co-Investment Opportunities As discussed above under Side-by-Side Management, BlueMountain, from time to time, offers certain investors in Advisory Clients and/or other third parties the right or opportunity to co-invest with other investors and/or Advisory Clients in certain portfolio investments, whether as a direct investment or as an indirect investment via a special purpose vehicle or other co-investment vehicle established by BlueMountain to hold such co-investment. BlueMountain generally is not obligated to arrange Co-Investment Opportunities for investors in any Advisory Client, and investors and Advisory Clients generally will not be entitled or have any right to participate in such a Co-Investment Opportunity solely by reason of being an Advisory Client or an investor in an Advisory Client. Investing in Pre-Existing Investments In certain cases, Advisory Clients invest in entities or assets in which other Advisory Clients hold an investment. Such transactions may have an effect (positive or negative) on the market price of such investment. In circumstances in which an Advisory Client makes an investment in an entity in which other Advisory Clients have a pre-existing investment, the investing Advisory Client would be expected to make business decisions relating to such investment (such as, for example, financing or hedging interest rate or currency risk) independently of the analogous decisions made with respect to such investment by such other Advisory Clients. This may result in situations where an Advisory Client may choose not to hedge certain risks that other Advisory Clients do hedge, or the possibility that an Advisory Client is exposed to risks of financing (for example, possible margin calls) on an investment when other Advisory Clients are not. Investing in Different Levels of the Capital Structure It is expected that Advisory Clients will hold interests in an entity that are of a different class, type or seniority than, or otherwise adverse to, the class, type or seniority of interests held by other Advisory Clients. Similarly, from time to time Advisory Clients will hold multiple investments across the capital structure of an issuer of varying classes, types or seniorities, but will hold different proportions of each such investment. It is possible that the trading and investment activities of any Advisory Client could conflict with the activities and strategies employed in managing the assets of any other Advisory Client and affect the prices and availability of the securities and instruments in which an Advisory Client invests. For example, one Advisory Client may hold unsecured debt of an issuer while another Advisory Client holds secured debt of the same issuer. This would potentially result in one Advisory Client being senior or junior to another Advisory Client in the capital structure of such entity, which could mean that in a restructuring, workout or other distressed scenario the interests of such Advisory Clients might be adverse to one another, and one such Advisory Client might recover all or part of their investment while the other does not. Decisions about what action should be taken in a troubled situation, including whether or not to enforce claims, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring, raise conflicts of interest. In addressing certain of the potential conflicts of interest described herein, BlueMountain may, but shall not be obligated to, take one or more actions on behalf of an Advisory Client, including any one or more of the following: (i) causing an Advisory Client to remain passive in a situation in which it is otherwise entitled to vote or take other action, which may result in the outcome of such vote or action being determined by (x) other investors or decision-makers in the same class of equity or debt securities (or another class of equity or debt) or (y) the vote or other action taken by another Advisory Client; (ii) referring the matter to one or more persons that is not affiliated with BlueMountain to review or approve of an intended course of action with respect to such matter; (iii) consulting with the Advisory Client on such matter or otherwise requesting that the underlying investors (or an advisory board) approve such matter; (iv) establishing ethical screens or information barriers to separate BlueMountain investment professionals or assigning different teams of BlueMountain investment professionals, supported by legal counsel and other advisers, as BlueMountain deems appropriate, to act independently of each other in representing different Advisory Clients or Advisory Clients that hold different classes, series or tranches of an issuer’s capital structure; (v) as between two Advisory Clients, ensuring (or seeking to ensure) that the underlying investors therein own interests in the same securities or financial instruments and in the same proportions so as to preserve an alignment of interest; or (vi) causing an Advisory Client to divest itself of a security or financial instrument or particular class, series or tranche of an issuer’s capital structure it might otherwise have held on to, including causing an Advisory Client to sell a security or financial instrument to one or more other Advisory Clients (or vice versa), or underlying investors in such other Advisory Client. There can be no assurance that any of these measures will be feasible or effective in any particular situation, and it is possible that the outcome for the Advisory Client will be less favorable than might otherwise have been the case if BlueMountain had not had duties to other Advisory Clients. BlueMountain recognizes that conflicts arise when Advisory Clients invest in different levels of the capital structure of the same entities and will endeavor to treat all Advisory Clients fairly and equitably under such circumstances. The actions taken by BlueMountain on behalf of an Advisory Client are expected to vary based on the particular facts and circumstances surrounding each investment by two or more Advisory Clients in different classes, series or tranches of an issuer’s capital structure (as well as across multiple issuers or borrowers within the same overall capital structure) and, as such, investors should expect some degree of variation, and potentially inconsistency, in the manner in which potential or actual conflicts are addressed. While BlueMountain seeks to resolve the conflicts in an impartial manner, there can be no assurance that BlueMountain’s own interests will not influence its conduct. Dissolution Risks Advisory Clients may be required to liquidate their investments pursuant to the liquidity rights of their investors. In the case of a dissolution of an Advisory Client, dissolution may require the selling of such Advisory Client’s investments under circumstances which may negatively affect the Advisory Client’s returns. Where an Advisory Client is liquidated pursuant to its dissolution provisions, this may also negatively affect the value of other Advisory Clients’ investments and/or the circumstances of their disposition and accordingly the Advisory Clients’ returns. Cybersecurity and Systems Risks BlueMountain relies extensively on computer programs, networks, devices and systems (and may rely on new systems and technology in the future) in connection with the Advisory Clients’ investment activities, including, without limitation, to trade, clear and settle securities transactions, to evaluate certain investments based on real-time information, to engage in automated trading, to monitor each Advisory Client’s portfolio and net capital, and to generate risk management and other reports that are critical to oversight of each Advisory Client’s activities. In addition, certain of the Advisory Clients’, BlueMountain’s and their affiliates’ operations interface with or depend on computer programs, networks, devices and systems operated by third-parties, service providers and market counterparties and their sub- custodians and other service providers, and BlueMountain may not be in a position to verify the risks or reliability of such third-party systems. These programs or systems may be subject to certain defects, failures, interruptions or security breaches, including, but not limited to, those caused by computer “worms,” viruses, power failures and social engineering schemes such as “phishing.” Cybersecurity and information security breaches can include unauthorized access to systems, networks, or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. BlueMountain’s operations are highly dependent on each of these systems and the successful operation of such systems is often out of BlueMountain’s control. Any such defect, failure or breach could have a material adverse effect on the Advisory Clients, BlueMountain and their affiliates. For example, systems failures, information security incidents or cybersecurity breaches could cause settlement of trades to fail, lead to inaccurate accounting, recording or processing of trades, and cause inaccurate reports, which may affect the ability of BlueMountain to accurately monitor the Advisory Clients’ investment portfolios and risks. Cybersecurity breaches may cause (i) disruptions and impact business operations, potentially resulting in financial losses to the Advisory Clients; (ii) interference with BlueMountain’s ability to calculate the value of an Advisory Client’s investment; (iii) impediments to trading; (iv) the inability of BlueMountain and other service providers to transact business; (v) violations of applicable privacy and other laws; (vi) regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs; as well as (vii) the inadvertent release of confidential information. Similar adverse consequences could result from system failures and cybersecurity breaches affecting (i) issuers of securities in which the Advisory Clients invest; (ii) counterparties with which the Advisory Clients engage in transactions; (iii) governmental and other regulatory authorities; (iv) exchange and other financial market operators, banks, brokers, dealers, insurance companies, and other financial institutions; and (v) other parties. In addition, substantial costs may be incurred by these entities in order to prevent any cybersecurity breaches in the future. Automated Trading Systems BlueMountain implements investment strategies through automated trading programs. These automated trading programs execute trades by issuing and canceling electronic orders, all without the direct approval of any person. Although BlueMountain has implemented software risk management systems, there can be no guarantee that BlueMountain’s software systems are error free. Potential flaws in these software systems include but are not limited to flaws in design, implementation, configuration, communication, testing, compiling, or linking. These potential flaws create a risk that one or more automated trading programs could trade out of control, possibly subjecting Advisory Clients to material loss of capital. Furthermore, because of the rapid speed of these automated trading programs, such losses could occur in a very short period of time. Advisory Client investors and prospective investors in Advisory Clients are generally provided with a confidential private placement memorandum or other offering documents of the respective Advisory Client that provide a detailed description of the material risks related to an investment in the Advisory Client. Such investors are advised to review carefully all risk factors set forth in such documents.
C. If you recommend primarily a particular type of security, explain the material risks involved. If
the type of security involves significant or unusual risks, discuss these risks in detail.
Fixed Income Obligations An Advisory Client’s investments in fixed income obligations are subject to the risk of an issuer’s ability to meet principal and interest payments on the obligation (credit risk), and may also be subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (market risk). Changes in interest rates may cause a decline in the market value of an investment. With bonds and other fixed income securities, a rise in interest rates typically causes a fall in values, while a fall in interest rates typically causes a rise in values. Bonds and other fixed income securities generally involve less market risk than stocks. However, the risk of bonds can vary significantly depending upon factors such as the issuer and maturity. For example, the issuer of a security or the counterparty to a contract may default or otherwise become unable to honor a financial obligation. The bonds of some companies may be riskier than the stocks of others. Foreign Securities Advisory Clients invest in securities and other instruments of foreign corporations and foreign countries. Investing in such securities involves certain considerations not usually associated with investing in securities of U.S. companies or the U.S. government, including, among other things: political and economic considerations, such as greater risks of expropriation, nationalization and general social, political and economic instability; the smaller size of the securities markets in such countries and the lower volume of trading, resulting in potential lack of liquidity and in price volatility; fluctuations in the rate of exchange between currencies and costs associated with currency conversion; imposition of withholdings and other taxes; and certain government policies that may restrict the Advisory Client’s investment opportunities. In addition, accounting and financial reporting standards that prevail in many foreign countries are not equivalent to U.S. standards and, consequently, less information may be available to investors in companies located in foreign countries than is available to investors in companies located in the U.S. There is also less regulation, generally, of the securities markets in many foreign countries, even developed countries, than in the U.S. Asset-Backed Securities Advisory Clients invest in asset-backed securities including, but not limited to, interests in pools of receivables. These securities are in the form of pass-through instruments or asset-backed obligations. The securities, many of which are issued by non-governmental entities and carry no direct or indirect government guarantee, present certain risks primarily because these securities may not have the benefit of a security interest in the related collateral. Convertible Securities Advisory Clients invest in convertible securities. Convertible securities provide higher yields than the underlying equity securities, but generally offer lower yields than non-convertible securities of similar quality. The value of convertible securities fluctuates, as do bonds, in relation to changes in interest rates and, in addition, fluctuates in relation to the underlying common stock. Derivatives Advisory Clients invest in derivative financial instruments. Derivative financial instruments include futures, options, interest rate swaps, forward currency contracts and credit derivatives such as credit default swaps. In addition, Advisory Clients from time to time utilize both exchange-traded and over-the- counter futures, options and contracts for differences, as part of its investment strategy and for hedging purposes, as well as other derivatives. Regulatory restraints may restrict the instruments that an Advisory Client may trade. Such derivative instruments are highly volatile, involve certain special risks and expose investors to a high risk of loss. The low initial margin deposits normally required to establish a position in such instruments permit a high degree of leverage. As a result, a relatively small movement in the price of a contract may result in a profit or a loss which is high in proportion to the amount of funds actually placed as initial margin and may result in unquantifiable further losses exceeding any margin deposited. Further, when used for hedging purposes there may be an imperfect correlation between these instruments and the investments or market sectors being hedged. The trading of over-the-counter derivatives subjects an Advisory Client to a variety of risks including: (i) counterparty risk, (ii) basis risk, (iii) interest rate risk, (iv) settlement risk, (v) legal risk, and (vi) operational risk. Counterparty risk is the risk that one of an Advisory Client’s counterparties might default on its obligation to pay or perform generally on its obligations. Basis risk is the risk that the normal relationship between two prices might move in opposite directions. Interest rate risk is the general risk associated with movements in interest rates. Settlement risk is the risk that a settlement in a transfer system does not take place as expected. Legal risk is the risk that a transaction proves unenforceable in law or because it has been inadequately documented. Operational risk is the risk of unexpected losses arising from deficiencies in a firm’s management information, support and control systems and procedures. Transactions in over-the-counter derivatives may involve other risks as well, as there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of a position or to assess the exposure to risk. Options Advisory Clients engage in the trading of options. Such trading involves risks substantially similar to those involved in trading margined securities in that options are speculative and highly leveraged. Specific market movements of the securities underlying an option cannot accurately be predicted. The purchaser of an option is subject to the risk of losing the entire purchase price of the option. The writer of an option is subject to the risk of loss resulting from the difference between the premium received for the option and the price of the security underlying the option which the writer must purchase or deliver upon exercise of the option. Debt Securities Advisory Clients invest in unrated or low grade debt securities which are subject to greater risk of loss of principal and interest than higher-rated debt securities. Advisory Clients invest in debt securities which rank junior to other outstanding securities and obligations of the issuer, all or a significant portion of which may be secured on substantially all of that issuer’s assets. Advisory Clients invest in debt securities which are not protected by financial covenants or limitations on additional indebtedness. Lower or unrated securities are more likely to react to developments affecting market and credit risk than are more highly rated securities, which primarily react to movements in the general level of interest rates. Investors should be aware that ratings are relative and subjective and are not absolute standards of quality. Subsequent to its purchase by an Advisory Client, an issue of securities may cease to be rated or its rating may be reduced. Neither event will require sale of such securities by an Advisory Client, although BlueMountain will consider such event in its determination of whether an Advisory Client should continue to hold the securities. The market value of securities in lower-rated categories is more volatile than that of higher quality securities. In addition, an Advisory Client may have difficulty disposing of certain of these securities because there may be a thin trading market. The lack of a liquid secondary market for certain securities may have an adverse impact on an Advisory Client’s ability to dispose of such securities and may make it more difficult for an Advisory Client to obtain accurate market quotations for purposes of valuing the Advisory Client and calculating its net asset value. Loan Participations and Assignments Advisory Clients invest in fixed- and floating-rate loans, which investments generally are in the form of loan participations and assignments of portions of such loans. Participations and assignments involve credit risk, interest rate risk, liquidity risk, and the risks of being a lender. Participations in commercial loans may be secured or unsecured. Loan participations typically represent direct participation in a loan to a corporate borrower, and generally are offered by banks, other financial institutions, or lending syndicates. Advisory Clients invest in funded term loans through participations and assignments. When purchasing loan participations, an Advisory Client assumes the credit risk associated with the corporate borrower and may assume the credit risk associated with an interposed bank or other financial intermediary, and may only be able to enforce its rights through the lender, and may assume the credit risk of the lender in addition to the borrower. The participation interests in which an Advisory Client invests may not be rated by any nationally recognized rating service. Investments in loans through a direct assignment of a financial institution’s interests with respect to the loan may involve additional risks to an Advisory Client. For example, if a loan is foreclosed, an Advisory Client could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that, under emerging legal theories of lender liability, an Advisory Client could be held liable as a co-lender. It is unclear whether loans and other forms of direct indebtedness offer securities laws protections against fraud and misrepresentation. In the absence of definitive regulatory guidance, an Advisory Client relies on BlueMountain’s research in an attempt to avoid situations where fraud or misrepresentation could adversely affect the Advisory Client. Insurance-Linked Securities The performance of insurance-linked securities are tied to the occurrence of various triggering events, including weather and natural catastrophes (such as hurricanes, earthquakes, windstorms, fires and floods), non-natural catastrophes and other specified events that lead to physical or economic loss. If a triggering event occurs involving losses or other metrics exceeding a defined threshold, an invested Advisory Client may lose a portion or all of its investment in such security, including accrued interest and/or principal invested in such security. There is inherent uncertainty as to whether, when or where a triggering event will occur and, because of this uncertainty, insurance-linked securities carry a high degree of risk, exposing Advisory Clients to potential losses. In addition, unexpected events such as natural disasters, pandemics or terrorist attacks could lead to government intervention within the insurance industry and/or the market for insurance-linked securities. Therefore, political, judicial and legal developments affecting the insurance industry and/or the market for insurance-linked securities could create new and expanded theories of liability or other requirements applicable to the holders of insurance-linked securities. Such developments could have an adverse effect on the performance of the Advisory Clients. Equity Investments From time to time, an Advisory Client’s investment portfolio will include long and short positions in equity securities of U.S. and non-U.S. listed companies. Equity securities fluctuate in value in response to many factors, including, among others, the activities and financial condition of individual companies, the business market in which individual companies compete, industry market conditions, interest rates and general economic environments. In addition, events such as the domestic and international political environments, terrorism, pandemics and natural disasters, may be unforeseeable and contribute to market volatility in ways that may adversely affect the Advisory Clients. From time to time, Advisory Clients acquire (i) more than 5% of a class of securities of a single issuer which would require the filing of a Schedule 13D or 13G statement with the SEC or (ii) more than 10% of a class of securities of a single issuer which would impose certain limitations on the Advisory Clients’ ability to trade in such securities, including the restrictions of Section 16 of the Securities Exchange Act of 1934, as amended (“Section 16”) (e.g., the requirement to disgorge any profits made from any purchase and sale (or sale and purchase) of such securities within any 6-month period (“Section 16 short swing profit restrictions”)). The accumulation of such a significant position in the shares of a single issuer could lead to litigation or disputes in the event BlueMountain desires to influence the issuer. BlueMountain may also seek to challenge the management of a portfolio company through a proxy contest. Such litigation or a proxy contest may result in substantial expense to an affected Advisory Client. In addition, from time to time, senior personnel of BlueMountain serve on the board of directors of one or more companies in which Advisory Clients invest or on the board of directors of one or more companies in which Advisory Clients are not currently invested but which could be suitable as an investment for such Advisory Clients in the future. As a result, BlueMountain will obtain access to material nonpublic information affecting such companies, which may preclude Advisory Clients from acquiring shares or selling its position at a time when BlueMountain otherwise believes it would be appropriate to do so. Such board membership at a portfolio company could cause Advisory Clients to be deemed “insiders” by deputization and therefore to become subject to the trading restrictions of Section 16, including the Section 16 short swing profit restrictions. Moreover, Advisory Clients’ ability to realize value from certain of its investments may depend upon the ability of BlueMountain to influence the management of a portfolio company to take certain actions, including, for example, a recapitalization, restructuring, spin off, sale of the business or change in management. If BlueMountain is incorrec please register to get more info

If there are legal or disciplinary events that are material to a client’s or prospective client’s
evaluation of your advisory business or the integrity of your management, disclose all material facts
regarding those events.
BlueMountain is obligated to disclose legal or disciplinary events that would be material to a client’s or prospective client’s evaluation of BlueMountain’s advisory business or the integrity of its management. BlueMountain does not have any such legal or disciplinary events to report. In the interests of transparency regardless of materiality, BlueMountain has included the details of a violation charge it received from a Norwegian regulator immediately below. Finanstilsynet, the Financial Supervisory Authority of Norway (FSA), decided to impose a violation charge on BlueMountain Capital Management, LLC pursuant to section 4-3 and section 17-4 of the Norway Securities Trading Act (NSTA). The violation charge relates to the late notification of a purchase of a Norwegian-listed stock that resulted in the relevant aggregate holdings of such stock across BlueMountain-advised funds (20.06% of shares outstanding) exceeding the 20% reporting threshold. BlueMountain had previously timely made the appropriate filing when it crossed the 15% threshold; however, due to an internal oversight, it was delayed in making the appropriate filing upon crossing the 20% threshold. The 20% threshold was surpassed on December 9, 2014. BlueMountain identified its error on January 9, 2015 and made the requisite filing immediately thereafter. Due to filing after the close of trading on January 9, 2015, the notification was not published until Monday January 12, 2015. The penalty paid to the Norwegian Treasury was 200,000 Norwegian Krone ($24,198 at the time of payment). please register to get more info

A. If you or any of your management persons are registered, or have an application pending to
register, as a broker-dealer or a registered representative of a broker-dealer, disclose this fact.
Neither BlueMountain nor any of its management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer.
B. If you or any of your management persons are registered, or have an application pending to
register, as a futures commission merchant, commodity pool operator, a commodity trading
advisor, or an associated person of the foregoing entities, disclose this fact.
BlueMountain is registered with the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator and is a member of the National Futures Association (“NFA”). BlueMountain London is registered as a commodity trading advisor (“CTA”) with the CFTC and is a member of the NFA. In connection with the CFTC registration and NFA membership of BlueMountain and BlueMountain London, certain employees of such entities are listed and/or registered, as appropriate, with the NFA as principals and/or associated persons of such entities and their affiliates.
C. Describe any relationship or arrangement that is material to your advisory business or to your
clients that you or any of your management persons have with any related person listed below.
Identify the related person and if the relationship or arrangement creates a material conflict of
interest with clients, describe the nature of the conflict and how you address it.
1. broker-dealer, municipal securities dealer, or government securities dealer or broker
2. investment company or other pooled investment vehicle (including a mutual fund, closed-end
investment company, unit investment trust, private investment company or “hedge fund,” and
offshore fund)
3. other investment adviser or financial planner
4. futures commission merchant, commodity pool operator, or commodity trading advisor
5. banking or thrift institution
6. accountant or accounting firm
7. lawyer or law firm
8. insurance company or agency
9. pension consultant
10. real estate broker or dealer
11. sponsor or syndicator of limited partnerships.
Affiliates of BlueMountain serve as general partner of Fund Clients organized as limited partnerships. With respect to Fund Clients organized as foreign companies, in some cases a majority of the board of directors of such companies are BlueMountain personnel. Institutional Accounts are typically organized as limited partnerships with an affiliate of BlueMountain serving as the general partner of the Institutional Account, or as foreign companies with members (and at times a majority) of the board of directors of such company being BlueMountain personnel. BlueMountain’s affiliates, principals and employees from time to time purchase interests in certain Fund Clients, and investments by such parties generally are not subject to the management fees or performance- based fees described in Item 5, above. The offering memorandum of each Fund Client that is provided to each potential investor discloses this fact. In a certain limited number of cases, an Advisory Client holds an interest in another Advisory Client other than in the context of a master feeder relationship. In certain cases, an Advisory Client (the “Investing Fund”) will invest directly in another Advisory Client or the advisory client of a related investment adviser (including, without limitation, BMCLO or BlueMountain Fuji) (the “Investee Fund”). While such arrangements generally will not subject the Investing Fund to additional management fees, incentive fees or incentive allocations payable to BlueMountain or its affiliates, in certain cases, such fees, allocations and related costs will accrue to the Investing Fund on an incremental and indirect basis. BMCLO is independently registered as an investment adviser with the SEC, and it serves as collateral manager to the BMCLO CLOs. With respect to the BMCLO CLOs, BMCLO typically receives management fees and performance compensation. BlueMountain typically rebates these fees to Advisory Clients to the extent such fees are attributable to the Advisory Client’s holdings of BMCLO CLOs. BlueMountain has entered into a services agreement and a secondment agreement with BMCLO whereby BlueMountain provides certain services associated with the management of BMCLO CLOs, including access to its full team of research analysts and portfolio managers employed by BlueMountain; office space; back office services such as loan settlement, and legal and compliance services; and performance of trade executions upon instruction from BlueMountain. By way of compensation for these services, BlueMountain receives a services fee from BMCLO. BlueMountain typically rebates these fees to Advisory Clients to the extent such fees are attributable to the Advisory Client’s holdings of BMCLO CLOs. BlueMountain Fuji is independently registered as an investment adviser with the SEC, and it serves as collateral manager of the Fuji CLOs. With respect to the Fuji CLOs, BlueMountain Fuji typically receives management fees and performance compensation. Advisory Clients investing directly in Fuji CLOs will bear their proportionate share of any such collateral management fees and performance compensation payable to BlueMountain Fuji. Conversely, Advisory Clients may also be indirect beneficiaries of such management fees and performance compensation to the extent of their investment, if any, in BlueMountain Fuji. In the event that an Advisory Client invests in both BlueMountain Fuji and Fuji CLOs, there can be no assurances as to whether such Advisory Client would be a net beneficiary of, or a net contributor to, such management fees and performance compensation. Moreover, to the extent an Advisory Client acquires a direct interest in a Fuji CLO, and another Advisory Client acquires an indirect interest in the same Fuji CLO through such other Advisory Client’s ownership interest in BlueMountain Fuji, such other Advisory Client that owns interests in BlueMountain Fuji, would receive the additional benefit of participating in collateral management fees and performance compensation payable to BlueMountain Fuji in connection with managing the Fuji CLO. This results in certain Advisory Clients enhancing the returns of those Advisory Clients that invested in BlueMountain Fuji. BlueMountain Fuji has entered into a services and secondment agreement with BlueMountain, pursuant to which BlueMountain provides certain services associated with the management of Fuji CLOs to BlueMountain Fuji, including access to a team of research analysts, office space, back office services, legal and compliance services, and performance of trade executions, in exchange for a services fee and a secondment fee. To the extent an Advisory Client invests directly or indirectly (via an ownership interest in BlueMountain Fuji) in any Fuji CLO, the applicable portions of such fees are rebated by BlueMountain or otherwise waived by BlueMountain. To the extent third-party investors acquire interests in any Fuji CLO, BlueMountain retains the benefit of such fees. BlueMountain Fuji was initially capitalized by certain Advisory Clients but may, at any time, accept investments from other Advisory Clients or third-party investors not otherwise affiliated with BlueMountain Fuji, BlueMountain or any affiliate thereof. An investment in BlueMountain Fuji is illiquid, without any redemption rights in the ordinary course. Further, there is no third-party market for interests in BlueMountain Fuji, nor is one expected to develop. Accordingly, BlueMountain’s determination of whether a particular Advisory Client will invest in BlueMountain Fuji will depend upon a number of considerations, including its allocation guidelines. Such additional investments in BlueMountain Fuji necessarily will require a valuation at the time capital is contributed, which may present a conflict of interest, given that such valuations are expected to be made by BlueMountain. BlueMountain, BlueMountain Fuji and BMCLO share certain personnel. It is expected that the investment professionals associated with BlueMountain will be actively involved in other investment activities not concerning the Advisory Clients and therefore will not be able to devote all of their time to the Advisory Clients’ business and affairs. From time to time, Advisory Clients invest in other portfolio companies, including (by way of example and without limitation) loan servicing, appraisal, consulting, advisory and management firms, that in turn provide financial services to Advisory Clients and/or investments held by Advisory Clients. While BlueMountain’s investment allocation procedures are intended to ensure that investment opportunities are allocated on a fair and equitable basis between various accounts it advises, a given Advisory Client may receive a greater incremental benefit by virtue of its investment in such a portfolio company than another Advisory Client. BlueMountain London, an affiliate of BlueMountain, serves as adviser to BlueMountain primarily with respect to issuers based in Europe, and is compensated by BlueMountain for its services. BlueMountain London is registered with the Financial Conduct Authority, and is also registered as a CTA with the CFTC and is a member of the NFA. BlueMountain London is a Relying Adviser. The Relying Adviser, the Relying Adviser’s employees and other persons acting on the Relying Adviser’s behalf (the “Relying Adviser Parties”), are under BlueMountain’s supervision and control. The Relying Adviser’s books and records relating to its advisory business will be made available to the SEC, and the Relying Adviser Parties are subject to and comply with the compliance policies and procedures of BlueMountain. The Relying Adviser is identified as a “relying adviser” on BlueMountain’s Form ADV Part 1 and is not, and is not required to be, independently registered as an investment adviser under the Advisers Act. BlueMountain does not consider its relationship with the Relying Adviser to create a material conflict of interest with Advisory Clients. BlueMountain has a sub-advisory agreement with BlueVirgo, pursuant to which BlueVirgo serves as an adviser to BlueMountain with respect to a limited number of tax liens and related investment products. BlueMountain does not consider its relationship with BlueVirgo to create a material conflict of interest with Advisory Clients. In October 2019, AGUS purchased 100% of the outstanding equity interests of the BlueMountain Companies. The parent company of AGUS is AGL. AGL is a Bermuda-based holding company incorporated in 2003 that provides, through its operating subsidiaries other than the BlueMountain Companies and their subsidiaries, credit protection products to the United States and international public finance (including infrastructure) and structured finance markets. Assured Guaranty is the market leader in the financial guaranty industry. BlueMountain is led by Andrew Feldstein in his capacity as Chief Executive Officer and Chief Investment Officer of BlueMountain. Mr. Feldstein also serves as Chief Investment Officer and Head of Asset Management at Assured Guaranty. As such, Mr. Feldstein’s responsibilities for Assured Guaranty include asset management, while he also is responsible for asset management with respect to BlueMountain’s Advisory Clients. In addition, certain Assured Guaranty personnel will serve on one or more BlueMountain committees and certain BlueMountain personnel (including Mr. Feldstein) will serve on one or more Assured Guaranty committees. These overlapping roles and responsibilities may create conflicts of interest if and when Mr. Feldstein or another BlueMountain employee has the opportunity (if not an economic incentive) to benefit Assured Guaranty at the expense of an Advisory Client, or vice versa. Similarly, certain Assured Guaranty personnel may have a conflict of interest if and when such personnel have the opportunity (if not an economic incentive) to benefit Assured Guaranty at the expense of an Advisory Client, or vice versa. In addition, the insurance-related activities of Assured Guaranty may relate to securities and/or issuers of securities BlueMountain may want to purchase or sell on behalf of one or more of its Advisory Clients. On limited occasions, the holdings of BlueMountain’s Advisory Clients also could overlap with securities or other instruments held by Assured Guaranty. BlueMountain and Assured Guaranty have implemented compliance policies and procedures designed to control the flow of information between Assured Guaranty and BlueMountain and otherwise mitigate or eliminate conflicts of interest that could arise from the integration or other business relationships between Assured Guaranty and BlueMountain. Such measures include, without limitation, subjecting certain Assured Guaranty personnel to the compliance policies and procedures (including the Code of Ethics) adopted by BlueMountain. Further, in the event that any BlueMountain employee becomes aware of a material conflict of interest between BlueMountain and/or its Advisory Clients on one hand and Assured Guaranty on the other hand, such employee is required to inform the Chief Compliance Officer of such conflict, and the Chief Compliance Officer then determines the appropriate course of action, ensuring that BlueMountain acts in the best interests of its Advisory Clients. Because Advisory Clients may have exposure to issuers or other counterparties to which Assured Guaranty has exposure by virtue of providing credit protection in respect of such issuer or otherwise having exposure to such issuer or counterparty, it is possible that conflicts will arise between an Advisory Client and Assured Guaranty. Conflicts may arise due to the fact that the respective interests of an Advisory Client and Assured Guaranty would be in respect of a different type, seniority or class of security or generally would have different rights or economic interests associated therewith. For example, Assured Guaranty may insure a certain class of debt while an Advisory Client holds a different class of debt of the same issuer. This would potentially result in the Advisory Client and Assured Guaranty having interests that are adverse to one another in a restructuring, workout or other distressed scenario. In such event, BlueMountain shall act in the best interests of its Advisory Clients. The following entities are Advisory Clients or affiliates of BlueMountain:
Entity General Partner/Managing Member
Blue Mountain Credit Alternatives Fund L.P. Blue Mountain Credit GP, LLC Blue Mountain Credit Alternatives Fund Ltd. n/a Blue Mountain Credit Alternatives Master Fund L.P. Blue Mountain CA Master Fund GP, Ltd. BlueMountain CAIS CA L.P. BlueMountain CAIS GP, LLC BlueMountain CAIS CA Ltd. n/a BlueMountain Global Volatility Fund L.P. BlueMountain Global Volatility GP, LLC BlueMountain Global Volatility Fund Ltd. n/a BlueMountain Global Volatility Master Fund L.P. BlueMountain Global Volatility GP, LLC BlueMountain Distressed Fund L.P. BlueMountain Distressed GP, LLC BlueMountain Distressed Fund Ltd. n/a BlueMountain Distressed Master Fund L.P. BlueMountain Distressed GP, LLC BlueMountain Timberline Ltd. n/a BlueMountain Timberline Onshore, LLC n/a BlueMountain Timberline Offshore Ltd. n/a BlueMountain Strategic Credit Fund Ltd. n/a BlueMountain Strategic Credit Master Fund L.P. BlueMountain Strategic Credit GP, LLC BlueMountain Credit Opportunities Fund I L.P. BlueMountain Credit Opportunities GP I, LLC BlueMountain Credit Opportunities Fund I Ltd. n/a BlueMountain Credit Opportunities Master Fund I L.P. BlueMountain Credit Opportunities GP I, LLC BlueMountain Kicking Horse Fund L.P. BlueMountain Kicking Horse Fund GP, LLC BlueMountain Montenvers Fund L.P. BlueMountain Montenvers GP, LLC BlueMountain Montenvers Fund SCA SICAV-SIF BlueMountain Montenvers GP S.á r.l. BlueMountain Montenvers Master Fund SCA SICAV- SIF BlueMountain Montenvers GP S.á r.l. BlueMountain Guadalupe Peak Fund L.P. BlueMountain Long/Short Credit GP, LLC BlueMountain Logan Opportunities Fund L.P. BlueMountain Logan Opportunities GP, LLC BlueMountain Logan Opportunities Master Fund L.P. BlueMountain Logan Opportunities GP, LLC BlueMountain Summit Opportunities Fund II (Cayman) L.P. BlueMountain Summit Opportunities GP II, LLC BlueMountain Summit Opportunities Fund II (US) L.P.BlueMountain Summit Opportunities GP II, LLC BlueMountain Foinaven Fund Ltd. n/a BlueMountain Foinaven Master Fund L.P. BlueMountain Foinaven GP, LLC BlueMountain Fursan Fund L.P. BlueMountain Fursan GP, LLC BlueMountain Fixed Income Relative Value Fund L.P. BlueMountain Fixed Income Relative Value GP, LLC BlueMountain Fixed Income Relative Value Fund Ltd. n/a BlueMountain Fixed Income Relative Value Master Fund L.P. BlueMountain Fixed Income Relative Value GP, LLC AHP Capital Solutions, L.P. AHP Capital Solutions GP, LLC AIM Asset Backed Income Fund (US) L.P. AIM Asset Backed GP, LLC BlueMountain CLO Warehouse Fund (US) L.P. BlueMountain CLO Warehouse GP, LLC BlueMountain CLO 2012-2 Ltd. n/a BlueMountain CLO 2013-1 Ltd. n/a BlueMountain CLO 2014-2 Ltd. n/a BlueMountain CLO 2015-2 Ltd. n/a BlueMountain CLO 2015-3 Ltd. n/a BlueMountain CLO 2015-4 Ltd. n/a BlueMountain CLO 2016-1 Ltd. n/a BlueMountain CLO 2016-2 Ltd. n/a BlueMountain CLO 2016-3 Ltd. n/a BlueMountain CLO 2018-1 Ltd. n/a BlueMountain CLO 2018-2 Ltd. n/a BlueMountain CLO 2018-3 Ltd. n/a BlueMountain CLO XXII Ltd. n/a BlueMountain CLO XXIII Ltd. n/a BlueMountain CLO XXIV Ltd. n/a BlueMountain CLO XXV Ltd. n/a BlueMountain CLO XXVI Ltd. n/a With respect to Item 10.C.11, BlueMountain and its related persons have established a number of limited partnerships and companies suitable for investment by sophisticated individuals and entities meeting certain eligibility requirements.
D. If you recommend or select other investment advisers for your clients and you receive
compensation directly or indirectly from those advisers that creates a material conflict of interest,
or if you have other business relationships with those advisers that create a material conflict of
interest, describe these practices and discuss the material conflicts of interest these practices create
and how you address them.
Not applicable. please register to get more info

A. If you are an SEC-registered adviser, briefly describe your code of ethics adopted pursuant to
SEC rule 204A-1 or similar state rules. Explain that you will provide a copy of your code of ethics
to any client or prospective client upon request. BlueMountain has established a variety of restrictions, procedures and disclosures designed to address potential conflicts of interest arising between and among Advisory Client accounts as well as between Advisory Client accounts and BlueMountain and its personnel. In addition, certain Assured Guaranty personnel that serve BlueMountain in various capacities are subject to BlueMountain’s compliance policies and procedures. BlueMountain strives to adhere to the highest industry standards of integrity, professionalism and trust. To this end, BlueMountain has adopted a Code of Ethics (the “Code”) that generally requires BlueMountain employees to comply with all applicable federal securities laws, place the interests of clients first, avoid conflicts of interest, not take inappropriate advantage of the employee’s position, adhere to certain restrictions with respect to the receipt and giving of gifts and safeguard confidential information. Each employee is required to report to BlueMountain’s Chief Compliance Officer or General Counsel any known or suspected violations of the Code or law. Each newly hired employee receives a copy of the Code and is required to certify that he or she has read and understands it. Training is provided for employees with respect to the Code and their duties under it. On an annual basis, each BlueMountain employee must certify that he or she has read and understands the Code, has complied with its provisions and has disclosed, pre-cleared and arranged for the reporting of all transactions in securities consistent with the requirements of the Code. The Code governs the conduct of BlueMountain, the Relying Adviser, BMCLO, BlueMountain Fuji and their respective personnel.
Personal Trading
The Code also places restrictions on the personal trading of employees, including the requirement that employees arrange to have duplicates of certain brokerage statements or a quarterly holdings report provided to BlueMountain. BlueMountain’s Chief Compliance Officer (or his designee) reviews and compares all reported personal securities transactions against transactions indicated on the employee’s brokerage statements or holdings reports and the transactions of BlueMountain’s Advisory Clients (as well as the BMCLO CLOs and the Fuji CLOs) in an effort to ensure that personal trading by employees is being conducted in a manner consistent with the Code. Except with respect to certain exempted transactions, no BlueMountain employee may purchase or sell any security without first obtaining pre- clearance pursuant to the approval process set forth in the Code. Certain pre-clearance requests meeting written standards set forth in the Code will generally be approved on the business day following the date of request. Requests which do not qualify for automatic approval are reviewed by the personal account trade approval panel (the “PA Approval Panel”) typically on a weekly basis. Each principal and employee may submit no more than twenty pre-clearance requests per calendar month (a maximum of six of which can be trades requiring review by the PA Approval Panel); once an employee or principal has submitted the maximum number of pre-clearance requests, typically no further requests will be entertained from that individual until the following calendar month. The PA Approval Panel reviews the requests submitted to it, and any approved request is subject to certain restrictions on the timing of execution. In addition, BlueMountain enforces a 30-day minimum holding period for covered personal securities transactions. BlueMountain monitors adherence to the personal trading policy via an automated system that seeks to compare personal trading activity with the submission and approval of pre-clearance requests. BlueMountain cross-checks the personal account statements with the approved trades list to ensure that all executed trades requiring pre-clearance were pre-approved.
Insider Trading/Material Non-Public Information; Privacy
BlueMountain maintains an Insider Trading Policy that includes policies and procedures prohibiting the use of material non-public information that are designed to prevent the misuse of material nonpublic information by BlueMountain and its officers, partners and employees. In accordance with these policies, to prevent trading of public securities based on material non-public information, BlueMountain maintains, regularly updates and makes available on its intranet site a “restricted” securities list of companies about which non-compliance employees have, or are expected to have, material non-public information. In addition, all BlueMountain employees are subject to the Assured Guaranty Policy on Trading (the “Assured Guaranty Trading Policy”). The Assured Guaranty Trading Policy broadly prohibits the use of material non-public information, and also imposes restrictions on the trading of securities issued by Assured Guaranty or issued by certain issuers in respect of which Assured Guaranty has provided credit protection. BlueMountain has a separate privacy and data security policy, including a cybersecurity policy, designed to protect the security, confidentiality, and integrity of non-public, personal information of its clients and investors in such clients.
Political Contributions
BlueMountain has policies in effect which restrict political contributions and related activities by its employees. In order to ensure compliance with applicable SEC rules and other applicable legal and regulatory requirements, all BlueMountain employees must obtain pre-clearance from the Chief Compliance Officer before any employee makes a contribution (whether it be a monetary contribution or a contribution of goods or services) to a political candidate, government official, political party or political action committee. BlueMountain will provide a complete copy of the Code to any investor in or prospective investor in an Advisory Client upon request. Such requests may be addressed to Eric Albert, Chief Compliance Officer, at 212-905-3900 and/or LegalNotices@bluemountaincapital.com.
B. If you or a related person recommends to clients, or buys or sells for client accounts, securities in
which you or a related person has a material financial interest, describe your practice and discuss
the conflicts of interest it presents. Describe generally how you address conflicts that arise.
Examples: (1) You or a related person, as principal, buys securities from (or sells securities to) your
clients; (2) you or a related person acts as general partner in a partnership in which you solicit client
investments; or (3) you or a related person acts as an investment adviser to an investment company
that you recommend to clients.
As described above in Item 10, BlueMountain serves as the investment manager to its Advisory Clients, and a related person of BlueMountain serves, directly or through a wholly owned subsidiary, as general partner of Advisory Clients organized as limited partnerships. With respect to each Advisory Client organized as a foreign company, BlueMountain personnel typically serve on the board of directors of such company. BlueMountain may from time to time recommend that certain of its Advisory Clients invest a portion of their investable assets in other Advisory Clients, typically in connection with a master-feeder fund structure. Such arrangements are described in the offering memoranda or other governing documents of Advisory Clients. BlueMountain and its related persons also recommend interests in Advisory Clients to prospective investors. From time to time, BlueMountain causes an Advisory Client to buy or sell securities directly from or to another Advisory Client. With respect to any such transaction (i) the transaction must be effected at a price that is fair to Advisory Clients on both sides of the trade, (ii) neither BlueMountain nor any of its affiliates may receive any compensation for effecting the trade and (iii) the trade must be in the best interests of both Advisory Clients. It is BlueMountain’s policy to provide notice of any such transaction to the governing board of the Advisory Clients involved therein. BlueMountain’s principals, employees or other related persons from time to time purchase interests in one or more Fund Clients and such investments generally are not subject to the management fees or performance-based fees described above in Item 5. The offering memorandum of the applicable Fund Client provided to each potential investor discloses this fact. BlueMountain generally does not engage in principal transactions (i.e., transactions where an adviser, acting as principal for its own account or that of an affiliate deemed proprietary to BlueMountain, buys from or sells any security to a client’s account). However, under certain circumstances, a cross trade with a fund in which BlueMountain and/or its controlling persons hold in excess of 25% of the interests may be deemed to be a principal transaction under Section 206(3) of the Advisers Act. The Chief Compliance Officer (or his designee) may approve such deemed principal transactions provided that any such transaction is effected in compliance with Section 206(3) of the Advisers Act. With respect to any such transaction, prior to its completion, BlueMountain must disclose to the client in writing the capacity in which BlueMountain is acting (and any other requisite disclosures pursuant to Section 206(3) of the Advisers Act) and obtain the client’s consent to the transaction. In cases where the client is an Advisory Client, such disclosure may be made to, and consent to the transaction may be obtained from, the board of directors or board of managers of the Advisory Client (or general partner of the Fund Client), as applicable, provided that (i) the applicable board includes one or more members who are independent of BlueMountain, and (ii) the consent of the board includes the unanimous consent of all such independent members. It is BlueMountain’s policy that it will not effect any agency cross transactions for client accounts. The fact that BlueMountain’s related persons, in their capacities as general partners of certain Advisory Clients, and BlueMountain’s principals, employees and other related persons (including Assured Guaranty) have financial ownership interests in Advisory Clients creates a potential conflict in that it could cause BlueMountain to make different investment decisions than it would if such parties did not have such financial ownership interests. BlueMountain may have an incentive to favor accounts in which such persons have an interest with respect to trading opportunities, trade allocation and allocation of investment opportunities. BlueMountain causes certain Advisory Clients to buy the securities of BlueMountain Fuji, or securities in which BlueMountain Fuji has a material interest, including the Fuji CLOs. BlueMountain causes certain Advisory Clients to buy interests in the BMCLO CLOs, which are managed by BMCLO. BlueMountain may cause certain Advisory Clients to have exposure to issuers to which Assured Guaranty has exposure. These issuers may include the CLOs, the Fuji CLOs, the BMCLO CLOs as well as third-party issuers. The insurance-related activities of Assured Guaranty and the investment management activities of BlueMountain are conducted independently of one another such that investment management activities do not take into account the exposure that Assured Guaranty may have with respect to any given issuer. BlueMountain has adopted rules intended to detect and prevent conflicts of interest that arise when BlueMountain’s related persons own, buy or sell securities. The Code requires BlueMountain employees to place the interests of clients first, and on an annual basis each BlueMountain employee must certify that he or she has read and understands the Code and has complied with its provisions. Each principal and employee of BlueMountain is required to adhere to BlueMountain’s personal trading rules. These rules require, except with respect to certain exempted transactions, that BlueMountain’s principals and employees obtain pre-clearance pursuant to the approval process set forth in the Code before effecting any securities transaction for their own accounts, irrespective of whether the principal or employee is on notice that the security in question is the subject of a recommendation to an Advisory Client. Each principal and employee may submit no more than twenty pre-clearance requests per calendar month (a maximum of six of which can be trades requiring review by the PA Approval Panel); once an employee or principal has submitted the maximum number of pre-clearance requests, typically no further requests will be entertained from that individual until the following calendar month. Principals and employees must arrange to have duplicates of certain brokerage statements or a quarterly holdings report provided to BlueMountain. The Chief Compliance Officer must make available duplicate copies of his brokerage statements or a quarterly holdings report for review by BlueMountain’s General Counsel or members of BlueMountain’s compliance staff. BlueMountain’s personal securities transaction pre-clearance and reporting requirements are described in Item 11.A. Additional conflicts are present in connection with the receipt by BlueMountain or an affiliate of management and performance-based fees. Except inasmuch as performance affects asset size and thus the amount of the management fee, management fees are payable without regard to the overall success or income earned by Advisory Clients and therefore may create an incentive on the part of BlueMountain to raise or otherwise increase assets under management to a higher level than would be the case if BlueMountain were receiving a lower or no management fee. Performance-based fees also create certain inherent conflicts of interest with respect to BlueMountain’s management of assets. Specifically, BlueMountain’s entitlement to a performance-based fee in managing one or more accounts may create an incentive for it to make investments that are riskier or more speculative than would be the case in the absence of such performance-based compensation.
C. If you or a related person invests in the same securities (or related securities, e.g., warrants,
options or futures) that you or a related person recommends to clients, describe your practice and
discuss the conflicts of interest this presents and generally how you address the conflicts that arise
in connection with personal trading.
BlueMountain’s employees are permitted to make securities transactions in their personal accounts, subject to certain limitations (including those discussed above in Item 11.A). This presents potential conflicts in that an employee could make improper use of information regarding an Advisory Client’s holdings or future transactions or research paid for by the Advisory Clients. BlueMountain manages the potential conflicts of interest inherent in employee trading by strict enforcement of the Code, which includes pre-clearance and reporting requirements as described above in Item 11.A. As described above in Item 10, on limited occasions, the holdings of BlueMountain’s Advisory Clients also could overlap with securities or other instruments held by Assured Guaranty. BlueMountain and Assured Guaranty have implemented compliance policies and procedures designed to control the flow of information between Assured Guaranty and BlueMountain and otherwise mitigate or eliminate conflicts of interest that could arise from the integration or other business relationships between Assured Guaranty and BlueMountain. Such measures include, without limitation, subjecting certain Assured Guaranty personnel to the compliance policies and procedures (including the Code of Ethics) adopted by BlueMountain. Further, in the event that any BlueMountain employee becomes aware of a material conflict of interest between BlueMountain and/or its Advisory Clients on one hand and Assured Guaranty on the other hand, such employee is required to inform the Chief Compliance Officer of such conflict, and the Chief Compliance Officer then determines the appropriate course of action, ensuring that BlueMountain acts in the best interests of its Advisory Clients.
D. If you or a related person recommends securities to clients, or buys or sells securities for client
accounts, at or about the same time that you or a related person buys or sells the same securities for
your own (or the related person’s own) account, describe your practice and discuss the conflicts of
interest it presents. Describe generally how you address conflicts that arise.
Please refer to Items 11.A, 11.B and 11.C. please register to get more info

A. Describe the factors that you consider in selecting or recommending broker-dealers for client
transactions and determining the reasonableness of their compensation (e.g., commissions).
1. Research and Other Soft Dollar Benefits. If you receive research or other products or services
other than execution from a broker-dealer or a third party in connection with client securities
transactions (“soft dollar benefits”), disclose your practices and discuss the conflicts of interest they
create.
a. Explain that when you use client brokerage commissions (or markups or markdowns) to obtain
research or other products or services, you receive a benefit because you do not have to produce or
pay for the research, products or services.
b. Disclose that you may have an incentive to select or recommend a broker-dealer based on your
interest in receiving the research or other products or services, rather than on your clients’ interest
in receiving most favorable execution.
c. If you may cause clients to pay commissions (or markups or markdowns) higher than those
charged by other broker-dealers in return for soft dollar benefits (known as paying-up), disclose
this fact.
d. Disclose whether you use soft dollar benefits to service all of your clients’ accounts or only those
that paid for the benefits. Disclose whether you seek to allocate soft dollar benefits to client accounts
proportionately to the soft dollar credits the accounts generate.
e. Describe the types of products and services you or any of your related persons acquired with
client brokerage commissions (or markups or markdowns) within your last fiscal year.
f. Explain the procedures you used during your last fiscal year to direct client transactions to a
particular broker-dealer in return for soft dollar benefits you received.
BlueMountain has authority for selecting the broker-dealer used in each transaction for Advisory Clients and for negotiating the fees to be paid to the broker-dealer in connection with such transactions. In choosing brokers and dealers, BlueMountain is not required to consider any particular criteria. For the most part, BlueMountain seeks the best combination of brokerage expenses and execution quality but, as discussed below, BlueMountain is not required to select the broker or dealer that charges the lowest transaction cost, even if that broker provides execution quality comparable to other brokers or dealers. In evaluating “execution quality,” historical net prices (after markups, markdowns or other transaction- related compensation) on other transactions is a principal factor, but other factors are also relevant, including: the execution, clearance, and settlement and error correction capabilities of the broker or dealer generally and in connection with securities of the type and in the amounts to be bought or sold; the broker’s or dealer’s willingness to commit capital; reliability, responsiveness and financial stability of the broker dealer; the size of the transaction; availability of securities to borrow for short sales; and the market for the security. In addition to execution quality, BlueMountain may consider whether a broker or dealer may provide access to management of companies in which BlueMountain has invested or is considering investing on behalf of its clients, though such considerations are not typically a part of BlueMountain’s selection process. Advisory Clients may pay commissions to such firms in an amount greater than the amount another firm might charge. In addition to execution quality and access to management, BlueMountain may consider the value of various research products or services, beyond execution, that a broker-dealer provides to Advisory Clients or BlueMountain. Selecting a broker-dealer in recognition of such other services or products is known as paying for those services or products with “soft dollars.” Because such research products or services could benefit BlueMountain or its affiliates, BlueMountain may have a conflict of interest in allocating Advisory Client brokerage business. BlueMountain currently maintains no formalized “soft dollar” arrangements with broker-dealers but may do so in the future. With respect to any research products or services BlueMountain may receive from broker-dealers, and in the event that BlueMountain enters into any formalized “soft dollar” arrangements, BlueMountain intends to keep the use of “soft dollars” within the parameters of Section 28(e) of the Securities Exchange Act of 1934. Research that is received by BlueMountain or one of its affiliates may be used by personnel of BlueMountain or its affiliates, regardless of the investment strategy to which the research was initially intended to be applicable. BlueMountain London allocates to broker-dealers certain securities transactions on behalf of BlueMountain. However, under the European Union directive and regulation Markets in Financial Instruments Directive (referred to as “MiFID II”), BlueMountain London is prohibited from receiving from a third party any fees, commissions or monetary or non-monetary benefits (except, in the case of non-monetary benefits, where such benefits are “minor” in nature). Under MiFID II, non-monetary benefits include investment research. BlueMountain London may not utilize “soft dollar” arrangements or receive bundled commission rates to obtain investment research from those broker-dealers. Accordingly, investment research utilized by BlueMountain London is paid by BlueMountain or BlueMountain London and then charged pro rata to the Advisory Clients that share in the benefit of such research. On a quarterly basis, BlueMountain’s Chief Compliance Officer (or his designee) reviews the quality of BlueMountain’s execution and the effectiveness of its order execution arrangements and execution policy.
2. Brokerage for Client Referrals. If you consider, in selecting or recommending broker-dealers,
whether you or a related person receives client referrals from a broker-dealer or third party,
disclose this practice and discuss the conflicts of interest it creates.
a. Disclose that you may have an incentive to select or recommend a broker-dealer based on your
interest in receiving client referrals, rather than on your clients’ interest in receiving most favorable
execution.
b. Explain the procedures you used during your last fiscal year to direct client transactions to a
particular broker-dealer in return for client referrals. In selecting broker-dealers and negotiating the fees to be paid to them, BlueMountain takes into consideration the factors described in Item 12.A.1 above. BlueMountain does not consider, in selecting or recommending broker-dealers, whether BlueMountain or its related persons receive client referrals from a broker-dealer or third party. As part of its broker selection analysis, BlueMountain considers a broker-dealer’s ability to provide BlueMountain with the opportunity to participate in capital introduction events sponsored by the broker- dealer and to refer investors to Fund Clients. BlueMountain does not, however, select broker-dealers solely, or even largely, based upon such factors and does not direct Advisory Client transactions to a particular broker-dealer in return for referrals. BlueMountain recognizes that it may have an incentive to favor broker-dealers that provide capital introduction services to BlueMountain or refer investors to Fund Clients. BlueMountain receives asset-based fees and accordingly would receive a financial benefit from the increase in assets under management that results from capital introduction services and investor referrals. Similarly, BlueMountain receives a performance-based fee and accordingly could receive a larger performance-based fee in any given profit period as a result of an increase in assets under management that results from capital introduction services and investor referrals. The potential for higher fees presents a potential conflict in that BlueMountain has an incentive to favor broker-dealers that provide services that have a direct impact on fees even if those broker-dealers rate unfavorably in other categories that are part of BlueMountain’s broker selection analysis. BlueMountain addresses this potential conflict through its broker selection review process, which requires that key BlueMountain individuals look at a broker-dealer’s performance in a wide variety of categories. Such reviews allow BlueMountain to determine when broker-dealers that outperform in capital introduction and investor referrals under perform in other areas. In such situations, BlueMountain may provide heightened scrutiny to a relationship with a broker-dealer.
3. Directed Brokerage.
a. If you routinely recommend, request or require that a client direct you to execute transactions
through a specified broker-dealer, describe your practice or policy. Explain that not all advisers
require their clients to direct brokerage. If you and the broker-dealer are affiliates or have another
economic relationship that creates a material conflict of interest, describe the relationship and
discuss the conflicts of interest it presents. Explain that by directing brokerage you may be unable
to achieve most favorable execution of client transactions, and that this practice may cost clients
more money.
b. If you permit a client to direct brokerage, describe your practice. If applicable, explain that you
may be unable to achieve most favorable execution of client transactions. Explain that directing
brokerage may cost clients more money. For example, in a directed brokerage account, the client
may pay higher brokerage commissions because you may not be able to aggregate orders to reduce
transaction costs, or the client may receive less favorable prices.
BlueMountain does not have any directed brokerage arrangements.
B. Discuss whether and under what conditions you aggregate the purchase or sale of securities for
various client accounts. If you do not aggregate orders when you have the opportunity to do so,
explain your practice and describe the costs to clients of not aggregating. From time to time, BlueMountain combines, but is under no obligation to combine, orders on behalf of Advisory Clients with orders for other accounts for which it or its affiliates have trading authority, or in which it or its affiliates have an economic interest. In such cases, BlueMountain allocates the securities or proceeds arising out of those transactions (and the related transaction expenses) in accordance with its allocation guidelines. Such allocation guidelines are intended to ensure fair and equitable treatment of all Advisory Clients (as well as the BMCLO CLOs and the Fuji CLOs). BlueMountain will not aggregate transactions unless it believes that aggregation is consistent with its duty to seek best execution and is consistent with the terms of the investment guidelines and restrictions for each Advisory Client for which trades are being aggregated. BlueMountain will not receive any additional compensation or remuneration of any kind as a result of the proposed aggregation. While BlueMountain believes combining orders in this way is, over time, advantageous to all participants, in particular cases the average price could be less advantageous to one Advisory Client than if such Advisory Client had been the only account effecting the transaction or had completed its transaction before the other participants. Please see Item 6 for additional information regarding BlueMountain’s policy with respect to allocation of investment opportunities. please register to get more info

A. Indicate whether you periodically review client accounts or financial plans. If you do, describe
the frequency and nature of the review, and the titles of the supervised persons who conduct the
review.
A portfolio manager of BlueMountain generally reviews the portfolios of each Advisory Client each business day to determine if they are consistent with applicable investment objectives and restrictions. The portfolio managers will also consider whether the portfolio should change investments based on various factors, including but not limited to, changes in company fundamentals, advisers, key industry personnel, analysts, news and press releases, general market conditions and assessment of the financial consequences of world events derived from general information or such other material as is appropriate under the particular circumstances.
B. If you review client accounts on other than a periodic basis, describe the factors that trigger a
review.
Please see Item 13.A.
C. Describe the content and indicate the frequency of regular reports you provide to clients
regarding their accounts. State whether these reports are written. Shareholders and limited partners of Fund Clients generally receive unaudited monthly or quarterly written reports describing the performance of such Fund Clients and annual reports containing audited financial statements and other indicia of performance. Investors in the CLOs generally receive reports at such frequency and including such information as is required in the applicable governing documents of such CLOs. The content and frequency of written reports received by Institutional Accounts is as mutually agreed by such Institutional Account and BlueMountain. Advisory Client investors and prospective investors in Advisory Clients should refer to the private placement memorandum or other offering documents of the respective Advisory Client for detailed information with respect to the reports they will receive in connection with an investment in such Advisory Client. The information contained herein is a summary only and is qualified in its entirety by such documents. please register to get more info

A. If someone who is not a client provides an economic benefit to you for providing investment
advice or other advisory services to your clients, generally describe the arrangement, explain the
conflicts of interest, and describe how you address the conflicts of interest. For purposes of this
Item, economic benefits include any sales awards or other prizes.
BlueMountain does not receive any monetary compensation or any other economic benefit from a non- client for BlueMountain’s provision of investment advisory services to a client.
B. If you or a related person directly or indirectly compensates any person who is not your
supervised person for client referrals, describe the arrangement and the compensation. From time to time BlueMountain enters into arrangements with third party marketers whereby BlueMountain compensates third parties who introduce Fund Client investors to BlueMountain. Such compensation typically takes the form of a percentage of the management fees, performance fees and performance allocations received by BlueMountain (or affiliates of BlueMountain acting as general partner or managing members of certain Fund Clients) from such investors. The fees paid to such marketers are generally paid by BlueMountain and are not borne by Fund Clients, and in any event such fee arrangements are disclosed to applicable Fund Clients and investors therein. The terms that third party marketer-sourced investors receive are similar to the standard terms that internally-sourced investors receive. Such arrangements are conducted in a manner that is consistent with Rule 206(4)-3 under the Advisers Act and relevant SEC guidance. With respect to each CLO, one or more parties may act as an “initial purchaser” or “placement agent” with respect to such vehicle’s issuance; however, such role terminates at the closing of the CLO, and no compensation paid in connection with such relationship is paid for client referrals. please register to get more info

If you have custody of client funds or securities and a qualified custodian sends quarterly, or more
frequent, account statements directly to your clients, explain that clients will receive account
statements from the broker-dealer, bank or other qualified custodian and that clients should
carefully review those statements. If your clients also receive account statements from you, your
explanation must include a statement urging clients to compare the account statements they receive
from the qualified custodian with those they receive from you.
Most of BlueMountain’s Advisory Client relationships are structured so that BlueMountain is deemed to have custody of the assets of such Advisory Clients under federal securities laws. In those situations, BlueMountain does not have actual physical custody of such Advisory Clients’ assets; rather, all such assets are held in the name of such Advisory Client by an independent qualified custodian. Each such Advisory Client is audited annually, and investors in such Advisory Client receive annual financial statements. The CLOs, which are trusts, present an exception to this presumption of custody for purposes of federal securities laws because their assets are held in the custody of their respective trustees. BlueMountain generally does not have custody of assets managed for Advisory Clients pursuant to SMAs. please register to get more info

If you accept discretionary authority to manage securities accounts on behalf of clients, disclose this
fact and describe any limitations clients may (or customarily do) place on this authority. Describe
the procedures you follow before you assume this authority (e.g., execution of a power of attorney).
BlueMountain generally provides investment management and supervisory services on a discretionary basis on behalf of its Advisory Clients; provided that with respect to certain Institutional Accounts, one or more investors therein has a consent right in respect of certain investments. As described in Item 4.C, the advisory services provided by BlueMountain are tailored to the investment objectives, investment strategy and investment restrictions, if any, as set forth in the governing documents of Advisory Clients and/or the investment management agreement entered into by BlueMountain with such clients. With respect to Fund Clients, BlueMountain does not tailor its advisory services to the individual needs of investors in the Fund Client and, except as specifically provided in a Side Letter, as described in Item 4.C, does not accept investment restrictions imposed by such Fund Client investors. With respect to Institutional Accounts, the terms of such relationship, including any investment restrictions, are individually negotiated. Advisory Client investors typically execute a subscription agreement and governing documents of the Advisory Client in connection with their investment in the Fund Client that each contain a power of attorney that generally grants an affiliate of BlueMountain certain powers related to the orderly administration of the affairs of the Fund Client. Please see Item 4 for additional information regarding BlueMountain’s advisory services. please register to get more info

A. If you have, or will accept, authority to vote client securities, briefly describe your voting policies
and procedures, including those adopted pursuant to SEC rule 206(4)-6. Describe whether (and, if
so, how) your clients can direct your vote in a particular solicitation. Describe how you address
conflicts of interest between you and your clients with respect to voting their securities. Describe
how clients may obtain information from you about how you voted their securities. Explain to
clients that they may obtain a copy of your proxy voting policies and procedures upon request. From time to time, an issuer of an equity security that is owned by an Advisory Client will conduct a proxy solicitation of its shareholders to vote on various matters. BlueMountain has adopted policies and procedures for voting proxies received by Advisory Clients. As a general rule, the investment management agreements between BlueMountain and its advised clients delegate the power to vote such proxies to BlueMountain, although certain Advisory Clients, such as certain Institutional Accounts, may retain proxy voting rights or issue guidelines with respect to the voting of such proxies by BlueMountain. Investors in Fund Clients do not have the ability to direct proxy votes. Unless the power to vote proxies for an Advisory Client is reserved to that client, BlueMountain’s Chief Investment Officer (or his designee) is responsible for voting proxies. BlueMountain has engaged Broadridge Financial Solutions Inc. (the “Proxy Agent”) to facilitate the voting of proxies through its ProxyEdge electronic voting platform. The Proxy Agent provides BlueMountain access to corporate governance voting recommendations provided by a third party provider (“Glass Lewis Recommendations”) and enables BlueMountain to vote proxies related to securities held by an Advisory Client in a manner in the best interest of such Advisory Client. As such, proxy votes generally will be cast in favor of proposals that maintain or strengthen the shared interests of shareholders and management and increase shareholder value. These goals are typically met through BlueMountain’s general mandate to the Proxy Agent to cast proxy votes in favor of the Glass Lewis Recommendations. If the Glass Lewis Recommendations recommend voting against a management proposal, BlueMountain generally directs the Proxy Agent to vote against such a proposal. In certain instances, after careful evaluation of the issue presented on the ballot, BlueMountain may direct the Proxy Agent to vote against the Glass Lewis Recommendations. If the Chief Investment Officer (or his designee) or the Proxy Agent determines that a material conflict may exist between (i) an Advisory Client’s interests and the interests of BlueMountain or Assured Guaranty or (ii) two or more Advisory Clients’ interests, the Chief Investment Officer (or his designee) is required to inform the Chief Compliance Officer of such material conflict, and the Chief Compliance Officer then determines the appropriate course of action. Information regarding how Advisory Clients’ proxies have been voted in the past and a copy of BlueMountain’ Proxy Voting Policies and Procedures will be provided by BlueMountain to its clients upon request. BlueMountain’s compliance team may be contacted at LegalNotices@bluemountain.com.
B. If you do not have authority to vote client securities, disclose this fact. Explain whether clients
will receive their proxies or other solicitations directly from their custodian or a transfer agent or
from you, and discuss whether (and, if so, how) clients can contact you with questions about a
particular solicitation. As a general rule, the investment management agreements between BlueMountain and its advised clients delegate the power to vote such proxies to BlueMountain, although certain Institutional Accounts may retain proxy voting rights or issue guidelines with respect to the voting of such proxies by BlueMountain. please register to get more info

A. If you require or solicit prepayment of more than $1,200 in fees per client, six months or more in
advance, include a balance sheet for your most recent fiscal year.
1. The balance sheet must be prepared in accordance with generally accepted accounting principles,
audited by an independent public accountant, and accompanied by a note stating the principles
used to prepare it, the basis of securities included, and any other explanations required for clarity.
2. Show parenthetically the market or fair value of securities included at cost.
3. Qualifications of the independent public accountant and any accompanying independent public
accountant’s report must conform to Article 2 of SEC Regulation S-X.
Not applicable.
B. If you have discretionary authority or custody of client funds or securities, or you require or solicit
prepayment of more than $1,200 in fees per client, six months or more in advance, disclose any
financial condition that is reasonably likely to impair your ability to meet contractual commitments
to clients.
BlueMountain is not currently aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to its Advisory Clients.
C. If you have been the subject of a bankruptcy petition at any time during the past ten years,
disclose this fact, the date the petition was first brought, and the current status. BlueMountain has not been the subject of a bankruptcy petition at any time during the past ten years (or at any time since inception). please register to get more info