S-4

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TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on April 7, 2016

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CIFC CORP.
(Exact name of registrant as specified in its charter)

Commission File Number: 001-32551

Delaware
(State or other jurisdiction of
incorporation) 6199
(Primary Standard Industrial
Classification Code Number) 20-2008622
(IRS Employer
Identification No.)

250 Park Avenue, 4^th Floor
New York, New York 10177
(212)-624-1200
(Address of principal executive offices, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

See Table of Additional Registrants Below

Julian Weldon
General Counsel, Chief Compliance Officer and Secretary
CIFC Corp.
250 Park Avenue, 4^th Floor
New York, New York 10177
(212)-624-1200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Richard Goldberg, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
(212) 698-3500
(212) 698-3599—Facsimile

Approximate date of commencement of proposed sale to public:
As soon as practicable after this Registration Statement becomes effective.

           If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this Form is a post effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Large accelerated filer o Accelerated filer o Non-accelerated filer o
(Do not check if a
smaller reporting company) Smaller reporting company ý

           If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	o
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)	o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be Registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price(1)	Amount of registration fee(2)
8.5% Senior Notes due 2025	$40,000,000	100%	$40,000,000	$4,028
Guarantees of 8.5% Senior Notes due 2025	—	—	—	—(3)

(1)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) of the Securities Act.

(2)

The registration fee has been calculated pursuant to Rule 457(f) under the Securities Act.

(3)

No additional consideration is being received for the guarantees and, therefore, no additional fee is required pursuant to Rule 457(n) of the Securities Act.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Table of Additional Registrants

Exact Name of Additional Registrants	Jurisdiction of Incorporation	I.R.S. Employer Identification Number
CIFC Asset Management ESA LLC	Delaware	n/a
CIFC Asset Management Holdings LLC	Delaware	n/a
CIFC Asset Management KSA LLC	Delaware	n/a
CIFC Asset Management LLC	Delaware	45-2525882
CIFC Capital HoldCo LLC	Delaware	20-2008622
CIFC CLO Co-Investment Fund GP LLC	Delaware	46-3894141
CIFC CLO Co-Investment Fund II GP LLC	Delaware	35-2524677
CIFC CLO Opportunity Fund GP Ltd.	Cayman Islands	98-1276126
CIFC CLO Warehouse Fund GP LLC	Delaware	47-2168628
CIFC Holdings I LLC	Delaware	n/a
CIFC Holdings II LLC	Delaware	32-0437342
CIFC Holdings II Sub LLC	Delaware	81-0957926
CIFC Holdings III LLC	Delaware	90-0940757
CIFC Holdings III Sub LLC	Delaware	81-0958137
CIFC Holdings III Member LLC	Delaware	61-1774146
CIFC LLC	Delaware	36-4814372
CIFC Master Fund Adviser LLC	Delaware	n/a
CIFC Master Fund LP	Cayman Islands	98-1273310
CIFC Member LLC	Delaware	37-1796520
CIFC Parthenon Loan Funding GP LLC	Delaware	46-4548545
CIFC Private Debt Advisers LLC	Delaware	37-1755769
CIFC Senior Secured Corporate Loan Fund GP, LLC	Delaware	80-0860487
CIFC Tactical Income Fund GP LLC	Delaware	46-3998047
Columbus Nova Credit Investments Management, LLC	Delaware	27-2931395
CypressTree Investment Management, LLC	Delaware	27-0762490
Deerfield Capital Management LLC	Delaware	36-4136391

The address for service of each of the additional registrants is c/o CIFC Corp., 250 Park Avenue, 4th Floor New York, New York 10177, telephone (212) 624-1200

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 7, 2016

PRELIMINARY PROSPECTUS

CIFC Corp.

OFFER TO EXCHANGE

$40,000,000 8.50% Senior Notes due 2025 and related Guarantees

for

$40,000,000 8.50% Senior Notes due 2025 and related Guarantees

that have been registered under the Securities Act of 1933

          CIFC Corp. ("we" ,"CIFC" or the "Company") is offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, up to $40,000,000 aggregate principal amount of new 8.50% Senior Notes due 2025, which we refer to as the "new notes," and related guarantees in exchange for a like aggregate principal amount of outstanding 8.50% Senior Notes due 2025 that were issued on November 2, 2015, which we refer to as the "old notes," and related guarantees.

          The form and terms of the new notes will be identical in all material respects to the form and terms of the old notes, except that the new notes:

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will have been registered under the Securities Act of 1933, as amended (the "Securities Act");

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will not bear restrictive legends restricting their transfer under the Securities Act;

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will not be entitled to the registration rights that apply to the old notes; and

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will not contain provisions relating to increased interest rates in connection with the old notes under circumstances related to the timing of this exchange offer.

The Exchange Offer

•

The exchange offer expires at 5:00 p.m., New York City time, on                        , 2016, unless extended.

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We will exchange all old notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer for an equal principal amount of new notes which we have registered under the Securities Act.

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You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer.

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We believe that the exchange of old notes will not be a taxable event for U.S. federal income tax purposes, but you should see "U.S. Federal Income Tax Considerations" on page 100 for more information.

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We will not receive any proceeds from the exchange offer.

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No public market currently exists for the new notes. We do not intend to apply for listing of the new notes on any securities exchange or to arrange for them to be quoted on any quotation system.

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Interest on the new notes will be paid at the rate of 8.50% per annum and will be paid semi-annually in arrears on April 30 and October 30 of each year commencing on April 30, 2016.

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The new notes will be fully and unconditionally guaranteed by our subsidiaries and affiliates set forth on Annex A to this prospectus (collectively, the "Guarantors" and each a "Guarantor").

          Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that we will make this prospectus available to any broker-dealer for use in connection with any such resale during the period ending on the earlier of (i) 180 days from the date on which the registration statement of which this prospectus forms a part becomes or is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. See "Plan of Distribution."

See "Risk Factors" beginning on page 17 for a discussion of risks that should be considered by holders prior to tendering their old notes.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

          We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus, the accompanying letter of transmittal and related documents, and any amendments or supplements to this prospectus carefully before deciding whether to participate in the exchange offer.

The date of this prospectus is                        2016.

TABLE OF CONTENTS

CAUTIONARY NOT REGARDING FORWARD-LOOKING STATEMENTS	1
PROSPECTUS SUMMARY	3
RISK FACTORS	17
USE OF PROCEEDS	24
SELECTED HISTORICAL FINANCIAL DATA	25
THE EXCHANGE OFFER	29
DESCRIPTION OF THE NEW NOTES	40
U.S. FEDERAL INCOME TAX CONSIDERATIONS	100
BOOK-ENTRY; DELIVERY AND FORM	101
PLAN OF DISTRIBUTION	104
LEGAL MATTERS	105
EXPERTS	105
INCORPORATION BY REFERENCE	105
WHERE YOU CAN FIND MORE INFORMATION	106
ANNEX A—LIST OF GUARANTORS	107

ABOUT THIS PROSPECTUS

Rather than repeat certain information in this prospectus that we have already included in reports filed with the U.S. Securities and Exchange Commission ("SEC"), this prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. We will provide this information to you at no charge upon written or oral request directed to: CIFC Corp., 250 Park Avenue, 4^th Floor, New York, New York 10177, telephone (212)-624-1200. In order to ensure timely delivery of the information, any request should be made no later than five business days before the expiration date of the exchange offer.

        We have not authorized any person to give you any information or to make any representations about the exchange offer other than those contained in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information or representations that others may give you. This prospectus is not an offer to sell or a solicitation of an offer to buy any securities other than the securities to which it relates. In addition, this prospectus is not an offer to sell or the solicitation of an offer to buy those securities in any jurisdiction in which the offer or solicitation is not authorized, or in which the person making the offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make an offer or solicitation. The delivery of this prospectus and any exchange made under this prospectus do not, under any circumstances, mean that there has not been any change in the affairs of CIFC or its subsidiaries since the date of this prospectus or that information contained in this prospectus is correct as of any time subsequent to its date.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        Certain statements in this prospectus and in the information incorporated by reference herein are forward-looking statements within the meanings of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements regarding future results or expectations. Forward-looking statements can be identified by forward-looking language, including words such as "believes," "anticipates," "expects," "estimates," "intends," "may," "plans," "projects," "will," "should," "would," "could," "hope" and similar expressions, or the negative of these words. Such forward-looking statements are based on facts and conditions as they exist at the time such statements are made and various operating assumptions and predictions as to future facts and conditions, each of which may be difficult to accurately make and involve the assessment of events beyond our control. Caution must be exercised in relying on forward-looking statements. Our actual results may differ materially from the forward-looking statements contained or incorporated by reference in this prospectus. We believe these factors include but are not limited to those described under the section entitled "Risk Factors" in this prospectus and our Form 10-K for the fiscal year ended December 31, 2015 (the "2015 Form 10-K"). These factors should not be construed as exhaustive and should be read with the other cautionary statements contained in and incorporated by reference into this prospectus.

        Among the factors that may cause actual results to differ from anticipated results and expectations expressed in such forward-looking statements are the following:

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adverse market, economic or other industry conditions;

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changes in collateralized loan obligation spreads, management fees and/or other compensation arrangements;

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a failure to grow our assets under management;

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an inability to replicate historical results in new product lines;

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a reduction in the amount or value of assets under management and a corresponding reduction in the fees that we earn;

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the restrictions our outstanding recourse indebtedness places on our business and our ability to access the capital markets;

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limitations on the amount that can be collected under the guarantees;

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an inability to attract or retain qualified personnel, including members of the senior management team and key investment professionals;

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our incentive fee structure, which may incentivize us to pursue speculative investments;

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our use of leverage;

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the incurrence of additional debt;

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risks associated with our entry into warehouse agreements;

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volatility in our quarterly and annual results;

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our use of estimates in valuing our assets and liabilities;

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an inability to maintain an effective system of internal control over financial reporting;

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loss of our exemption from registration under the Investment Company Act of 1940, as amended (the "1940 Act");

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the complexity of the accounting rules applicable to our business, including the use of judgments and assumptions of our management under such rules;

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a failure to develop effective business continuity plans;

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the significant influence that our largest shareholder, DFR Holdings, LLC, exercises over our business and the election of our directors;

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the occurrence of a change of control;

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any impairment of our goodwill or other intangible assets;

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future litigation;

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extensive regulation of our business creates the potential for significant liabilities and penalties, and changes to the legislative or regulatory scheme applicable to us could result in additional burdens;

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European legal investment considerations, including with respect to risk retention;

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governmental and central bank action with respect to the financial industry;

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changes to tax laws;

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the volatility of our cash flows as a result of the incentive fees payable to our asset management subsidiaries or their affiliates;

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unanticipated terminations of our investment or collateral management agreements;

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inadequate liquidity;

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impact of U.S. federal rules and regulations and those of other jurisdictions, including with respect to risk retention;

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defaults, downgrades or depressed market values of the collateral underlying the collateral loan obligations we manage or have invested in;

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the potential suspension of most of the restrictive covenants and corresponding events of default contained in the indenture;

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the triggering of structural protections built into certain of the collateral loan obligations we manage;

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the failure of our asset management subsidiaries to comply with investment guidelines set by their respective clients or other agreements to which they are a party;

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trading errors by our asset management subsidiaries;

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our asset management subsidiaries' reliance on third-party distribution marketing channels;

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the riskiness of certain of our investments, including subordinated and mezzanine notes of collateralized loan obligations; and

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our status as a "controlled company" within the meaning of NASDAQ rules.

        The forward-looking statements contained in this prospectus are made as of the date hereof and the forward-looking statements incorporated by reference herein are made as of the date of such statements, and we do not undertake any obligation to update any forward-looking statement to reflect subsequent events, new information or circumstances arising after the date of any such statement. All future written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referenced above. In addition, it is our policy generally not to make any specific projections as to future earnings, and we do not endorse any projections regarding future performance that may be made by third parties.

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PROSPECTUS SUMMARY

The following is a brief summary of our business and certain other information contained elsewhere in this prospectus, but it is not complete and does not contain all of the information that you should consider before making your investment decision. You should read this prospectus and the information incorporated by reference herein completely, including the consolidated financial statements incorporated herein by reference and the related notes and the "Risk Factors" included elsewhere in this prospectus. For a more detailed description of the new notes, see the section entitled "Description of the New Notes." Unless otherwise indicated or the context otherwise requires, we refer to CIFC Corp. as "CIFC" and to CIFC, CIFC LLC and their respective subsidiaries, including the Guarantors, as "we," "us," "our," "our company" or "the Company." All capitalized terms used in this section and not otherwise defined in this prospectus have the meanings given to them to in the section entitled, "Description of the New Notes."

Our Company

Overview

        CIFC is a Delaware corporation headquartered in New York City. We are a private debt manager specializing in secured U.S. corporate loan strategies. Our primary business is to provide investment management services for institutional investors, including pension funds, hedge funds, asset management firms, banks, insurance companies and other types of investors around the world.

        Fee earning assets under management, which we sometimes refer to as "Fee Earning AUM" or "AUM", refers to principal balance, net asset value or value of assets managed by us on which we earn management and/or incentive fees. Our AUM is primarily comprised of collateralized loan obligations ("CLOs"). In addition, we manage credit funds and other loan-based products (together, "Non-CLO products" and together with CLOs, "Funds"). We manage these credit products through opportunistic investment strategies where we seek to generate current income and/or capital appreciation, primarily through senior secured corporate loan investments ("SSCLs") and, to a lesser extent, other investments. We also manage collateralized debt obligations ("CDOs"), which we do not expect to issue in the future.

        We have three primary sources of revenue: management fees, incentive fees and investment income. Management fees are generally based on a percentage of AUM of the Funds. Incentive fees are earned based on the performance of the Funds. Investment income represents interest income, and realized/unrealized gains and losses on investments in the products sponsored by us and third parties.

        Each of the Guarantors will unconditionally guarantee the new notes on an unsecured basis. As described below, the PTP Parent (as defined below) will be a Guarantor of the new notes. The obligations of each Guarantor in respect of its guarantee will be limited as necessary to purport to prevent the guarantees from constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under applicable law.

Core Asset Management Activities

        We establish and manage investment products for various types of investors, including pension funds, hedge funds, other asset management firms, banks, insurance companies and other types of institutional investors located around the world. We earn management and incentive fees from our investment products as follows:

        CLOs—The management fees and, in certain cases, incentive fees paid to us by these investment products are our primary sources of revenue. Management fees are generally paid on a quarterly basis for as long as we manage the products and typically consist of senior and subordinated management fees based on the principal balance or value of the assets held in the investment product. In certain cases, incentive fees may be paid to us based on the returns generated for certain investors.

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        In general, management and incentive fees paid from CLOs are as follows (before fee sharing arrangements, if any):

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Senior management fees (payable before the interest payable on the debt securities issued by such CLOs) that generally range from 15 to 20 basis points annually on the principal balance of the underlying collateral of such CLOs.

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Subordinated management fees (payable after the interest payable on the debt securities issued by such CLOs and certain other expenses) that generally range from 20 to 35 basis points annually on the principal balance of the underlying collateral of such CLOs.

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Incentive fees vary based on the terms of each CLO and are generally paid after certain investors' returns exceed an internal rate of return hurdle. Upon achievement of this hurdle, the manager is paid a percentage (generally 20%) of residual cash flows in excess of the hurdle.

        Non-CLO products—We also earn management fees based on AUM and, in certain cases, incentive fees on our Non-CLO products, which differ from product to product.

        CDOs—Management fees on the CDOs we manage also differ from product to product, but in general consist of a senior management fee (payable before the interest payable on the debt securities issued by such CDOs) that ranges from 5 to 25 basis points annually on the principal balance of the underlying collateral of such CDOs, and a subordinated management fee (payable after the interest payable on the debt securities issued by such CDOs and certain other expenses) that ranges from 5 to 35 basis points annually on the principal balance of the underlying collateral of such CDOs. Only a limited number of the CDOs we manage pay subordinated management fees. We do not expect to issue additional CDOs in the future.

Investment Approach

        CIFC's investment team is led by its Co-President and Chief Investment Officer, Steve Vaccaro, who has 37 years of relevant credit experience and has been with CIFC since inception. Our investment and portfolio teams include over 30 professionals. The 10 member Investment Committee averages 24 years of corporate credit experience investing through multiple economic cycles. We have robust credit analysis and portfolio management processes, which include:

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fundamental credit analysis;

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rigorous underwriting discipline;

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continuous credit and relative value monitoring;

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internally developed risk ratings and risk assessment models in addition to ratings from credit rating agencies;

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diversified investment portfolios;

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on-going active portfolio management by continuously re-assessing and adjusting portfolios; and

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assessing suitability of an investment considering the account's overall objectives and parameters.

Recent Events

PTP Conversion

        On December 31, 2015, CIFC completed a series of transactions to change our top-level form of organization from a corporation to a limited liability company that is taxed as a partnership rather than a corporation for U.S. Federal income tax purposes and allows us to minimize entity-level taxation on investment income (the "PTP Conversion"). As part of the PTP Conversion, CIFC Corp. distributed

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ownership of certain of its subsidiaries holding certain investment assets to a Delaware limited liability company, CIFC LLC (the "PTP Parent"), and retained non-voting Series A Preferred Units issued by certain wholly-owned subsidiaries of CIFC LLC.

        On December 31, 2015, pursuant to the Agreement and Plan of Merger (the "PTP Merger Agreement"), dated November 11, 2015, by and among the PTP Parent, CIFC and CIFC Merger Corp., a Delaware corporation and wholly-owned subsidiary of the PTP Parent ("PTP Merger Sub"), PTP Merger Sub merged with and into CIFC with CIFC as the surviving entity (the "PTP Merger"). The PTP Merger was one step in the PTP Conversion.

        As a consequence of the PTP Merger, the PTP Parent replaced CIFC as the publicly traded company in our organization and each share of CIFC's common stock issued and outstanding immediately prior to the PTP Merger was converted on a one-for-one basis into the right to receive one issued and outstanding share representing a limited liability company interest in the PTP Parent having substantially similar rights and privileges as the common stock being converted. The PTP Merger Agreement was adopted by CIFC's stockholders at a special meeting of the stockholders held on December 16, 2015. For more information about the PTP Conversion, see "—PTP Conversion."

        CIFC remains the issuer and primary obligor of our junior subordinated notes and our old notes, and will be the issuer and obligor of the new notes.

Company Information

        Our principal executive offices are located at 250 Park Avenue, 4^th Floor, New York, New York 10177 and our telephone number is (212) 624-1200.

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PTP CONVERSION

        Prior to the completion of the PTP Conversion, we operated our business through our asset management, investment and other subsidiaries, and the consolidated financial statements of CIFC incorporated by reference herein include the financial statements of our wholly-owned subsidiaries, the entities in which we have a controlling interest ("Consolidated Funds") and variable interest entities ("VIEs" or "Consolidated VIEs") for which we are deemed to be the primary beneficiary, which include certain CLOs and warehouse vehicles that we manage (collectively, the "Consolidated Entities"). The diagram below (which omits certain intermediate holding companies) depicts our simplified organizational structure immediately prior to the PTP Conversion:

        On December 31, 2015, we completed the PTP Merger. The PTP Merger is one step in the PTP Conversion. As a consequence of the PTP Merger, the PTP Parent replaced CIFC as the publicly traded company in our organization and each share of CIFC's common stock issued and outstanding

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immediately prior to the PTP Merger was converted on a one-for-one basis into one issued and outstanding share representing a limited liability company interest in the PTP Parent having substantially similar rights and privileges as the common stock being converted. The PTP Merger Agreement was adopted by CIFC's stockholders at a special meeting of the stockholders held on December 16, 2015.

        Following the PTP Conversion, the PTP Parent holds the equity interests of CIFC and certain existing holding entities (collectively, the "PTP HoldCos"). In addition, CIFC distributed ownership of certain of its subsidiary entities holding certain investment assets to the PTP Parent and retained non-voting Series A Preferred Units issued by certain wholly-owned subsidiary of PTP Parent. Accordingly, the PTP Parent operates and controls all of the material business and affairs of CIFC and the PTP HoldCos, and consolidates the financial results of CIFC, the PTP HoldCos and the Consolidated Entities. The diagram below (which may omit certain intermediate holding companies) depicts our simplified organizational structure after the PTP Conversion, including the PTP Merger:

        We expect that CIFC, which has become a wholly-owned subsidiary of the PTP Parent as a result of the PTP Merger, will continue to hold the equity interests of our domestic asset management

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subsidiaries and that one or more PTP HoldCos will hold the equity interests of our domestic investment subsidiaries. Newly formed PTP HoldCos not reflected in the diagram above hold and conduct our non-U.S. investments advisers, and other non-U.S. fee generating business that we own or that we may acquire in the future, if any, and hold non-U.S. investments.

        As further described in "Description of the New Notes," following the PTP Conversion:

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CIFC is and will continue to be the primary obligor in respect of the new notes and the PTP Parent will continue to be be a Guarantor of the new notes;

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CIFC may designate any Restricted Entity other than the PTP Parent as a Non-Guarantor Entity if the Consolidated Total Assets of such Restricted Entity, together with the Consolidated Total Assets of all then-existing Non-Guarantor Entities designated pursuant to the Indenture on a combined and Consolidated basis, would not represent 10% or more of the PTP Parent's Consolidated Total Assets as of the end of the most recently completed fiscal quarter;

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the financial metrics for the incurrence of Indebtedness and ability to make Restricted Payments under the Indenture are measured with reference to the PTP Parent, CIFC and the other Restricted Entities, in lieu of CIFC and its Restricted Subsidiaries;

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the PTP Parent has become the reporting entity for purposes of the informational reporting requirements contained in the Indenture;

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any action required to be taken by the Board of Directors or any officer of CIFC may be taken by the Board of Directors or any officer of the PTP Parent; and

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the applicable Change of Control Triggering Events are to be tested at the PTP Parent level, rather than at the CIFC level.

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THE EXCHANGE OFFER

The summary below describes the principal terms of the exchange offer and is not intended to be complete. Certain of the terms and conditions described below are subject to important limitations and exceptions. The section of this prospectus entitled "The Exchange Offer" contains a more detailed description of the terms and conditions of the exchange offer.

        On November 2, 2015, we issued and sold $40,000,000 8.50% Senior Notes due 2025 (the "old notes") to Sandler O'Neill & Partners, L.P (the "initial purchaser"). In connection with this sale, we entered into a registration rights agreement with the initial purchaser in which we agreed, among other things, to deliver this prospectus to you and to use all commercially reasonable efforts to complete an exchange offer for the old notes.

Notes Offered	$40,000,000 8.50% Senior Notes due 2025 (the "new notes").
	The issuance of the new notes will be registered under the Securities Act. The terms of the new notes and old notes are identical in all material respects, except for transfer restrictions, registration rights relating to the old notes and certain provisions relating to increased interest rates in connection with the old notes under circumstances related to the timing of this exchange offer. You are urged to read the discussions under the heading "The New Notes" in this section for further information regarding the new notes.
The Exchange Offer	We are offering to exchange the new notes for up to $40,000,000 aggregate principal amount of the old notes.
	Old notes may be exchanged only in denominations of $1,000 and any integral multiple of $1,000 in excess thereof. In this prospectus, the term "exchange offer" means this offer to exchange new notes for old notes in accordance with the terms set forth in this prospectus and the accompanying letter of transmittal. You are entitled to exchange your old notes for new notes.
Expiration Date; Withdrawal of Tender	The exchange offer will expire at 5:00 p.m., New York City time, on                    , 2016, or such later date and time to which it may be extended by us. The tender of old notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration date of the exchange offer. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder thereof promptly after the expiration or termination of the exchange offer.

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Conditions to the Exchange Offer	Our obligation to accept for exchange, or to issue new notes in exchange for, any old notes is subject to customary conditions relating to compliance with any applicable law or any applicable interpretation by the staff of the SEC, the receipt of any applicable governmental approvals and the absence of any actions or proceedings of any governmental agency or court which could materially impair our ability to consummate the exchange offer. See "The Exchange Offer—Conditions to the Exchange Offer."
Procedures for Tendering Old Notes	If you wish to accept the exchange offer and tender your old notes, you must either:
	• complete, sign and date the Letter of Transmittal, or a facsimile of the Letter of Transmittal, in accordance with its instructions and the instructions in this prospectus, and mail or otherwise deliver such Letter of Transmittal, or the facsimile, together with the old notes and any other required documentation, to the exchange agent at the address set forth herein; or
	• if old notes are tendered pursuant to book-entry procedures, the tendering holder must arrange with the Depository Trust Company ("DTC") to cause an agent's message to be transmitted through DTC's Automated Tender Offer Program System with the required information (including a book-entry confirmation) to the exchange agent.
Broker-Dealers	Each broker-dealer that receives new notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See "Plan of Distribution."
Use of Proceeds	We will not receive any proceeds from the exchange offer. See "Use of Proceeds."
Exchange Agent	U.S. Bank National Association is serving as the exchange agent in connection with the exchange offer.
U.S. Federal Income Tax Consequences	The exchange of old notes for new notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes. See "U.S. Federal Income Tax Considerations."

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CONSEQUENCES OF EXCHANGING OLD NOTES PURSUANT TO THE EXCHANGE OFFER

        Based on certain interpretive letters issued by the staff of the SEC to third parties in unrelated transactions, we are of the view that holders of old notes (other than any holder who is an "affiliate" of us within the meaning of Rule 405 under the Securities Act) who exchange their old notes for new notes pursuant to the exchange offer generally may offer the new notes for resale, resell such new notes and otherwise transfer the new notes without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

•

the new notes are acquired in the ordinary course of the holders' business;

•

the holders have no arrangement or understanding with any person to participate in a distribution of the new notes; and

•

neither the holder nor any other person is engaging in or intends to engage in a distribution of the new notes.

        Each broker-dealer that receives new notes for its own account in exchange for old notes that were acquired as a result of market-making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. See "Plan of Distribution." If a holder of old notes does not exchange the old notes for new notes according to the terms of the exchange offer, the old notes will continue to be subject to the restrictions on transfer contained in the legend printed on the old notes. In general, the old notes may not be offered or sold, unless registered under the Securities Act, except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Holders of old notes do not have any appraisal or dissenters' rights in connection with the exchange offer.

        Additionally, if you do not participate in the exchange offer, you will not be able to require us to register your old notes under the Securities Act except in limited circumstances. These exceptions are:

•

the exchange offer is not permitted by applicable law or SEC policy;

•

the registration statement of which this prospectus forms a part is not declared effective by the SEC on or prior to March 1, 2016 or the exchange offer is not consummated within 180 days of such effectiveness (unless such registration statement is subsequently declared effective and the exchange offer is subsequently consummated); or

•

with respect to any holder of old notes:

•

such holder is prohibited from participating in the exchange offer due to a change in law or SEC policy;

•

such holder elects to participate in the exchange offer but does not, due to a change in law or SEC policy, receive new notes which are freely tradeable without delivering a prospectus and this prospectus is not appropriate or available for such resales by such holder; or

•

such holder is a broker-dealer and holds old notes acquired directly from CIFC or an affiliate of CIFC, subject to certain conditions.

        In these cases, the registration rights agreement requires us to file a registration statement for a continuous offering in accordance with Rule 415 under the Securities Act for the benefit of the holders of the old notes. We do not currently anticipate that we will register under the Securities Act any old notes that remain outstanding after completion of the exchange offer.

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THE NEW NOTES

The summary below describes the principal terms of the new notes and is not intended to be complete. Certain of the terms and conditions described below are subject to important limitations and exceptions The "Description of the New Notes" section of this prospectus contains a more detailed description of the terms and conditions of the new notes.

Issuer	CIFC Corp.
Initial Guarantors	See Annex A to this prospectus for a list of the initial guarantors.
Guarantees	The new notes will be unconditionally guaranteed on an unsecured basis by the Guarantors. CIFC may designate certain entities otherwise restricted by the terms of the Indenture as non-guarantors subject to the satisfaction of certain conditions. See "Description of the New Notes—Certain Covenants—Subsidiary Guarantees."
Aggregate Principal Amount	$40,000,000
Maturity Date	October 30, 2025, unless earlier repurchased or redeemed in accordance with the indenture
Interest Payment Dates	April 30 and October 30, beginning on April 30, 2016. Interest will accrue from April 30, 2016.
Record Dates	Interest on each new note will be payable to the person in whose name such notes are registered on April 15 or October 15 immediately preceding the applicable interest payment date.
Ranking	The new notes will be CIFC's senior, unsecured obligations and:
	• rank equal in right of payment with all of CIFC's other existing and future indebtedness and other obligations that are not, by their terms, expressly subordinated in right of payment to the new notes; and
	• rank senior in right of payment to all of CIFC's existing and future subordinated indebtedness, from time to time outstanding; and
	• will be effectively subordinated to all of CIFC's existing and future secured obligations to the extent of the value of the collateral securing the obligations, and structurally subordinated to any existing and future obligations of CIFC's subsidiaries (that are not themselves Guarantors) with respect to claims against the assets of such subsidiaries.

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	Any payment by any Guarantor under any guarantee of the new notes will rank:
	• equal in right of payment with all of the applicable Guarantor's existing and future indebtedness and other obligations of the applicable Guarantor that are not, by their terms, expressly subordinated in right of payment to the guarantee of the new notes;
	• senior in right of payment to all of the applicable Guarantor's existing and future subordinated indebtedness, from time to time outstanding; and
	• will be effectively junior in right of payment to all of the applicable Guarantor's existing and future secured obligations to the extent of the value of the collateral securing the obligations, and structurally junior in right of payment to any existing and future obligations of the applicable Guarantor's subsidiaries (that are not themselves Guarantors) with respect to claims against the assets of such subsidiaries.
	As of December 31, 2015, CIFC, excluding limited recourse indebtedness at VIEs and other entities that are considered subsidiaries under GAAP consolidation rules, had approximately $160 million of indebtedness outstanding consisting of $40 million of old notes and $120 million junior subordinated notes that will rank junior to the new notes, and did not have any indebtedness outstanding that will rank senior to the new notes. For an explanation of the consolidation of indebtedness of VIEs, see "Risk Factors—The accounting rules applicable to certain of our transactions are highly complex and require the application of significant judgment and assumptions by our management. In addition, changes in accounting interpretations or assumptions could impact our financial statements."
Optional Redemption	Prior to October 30, 2020, CIFC may redeem, at its option, all or part of the new notes upon not less than 10 nor more than 60 days' prior notice (with a copy to the trustee) at a redemption price equal to the sum of (i) 100% of the principal amount of the new notes to be redeemed, plus (ii) the Applicable Premium (as defined in "Description of the New Notes—Optional Redemption") as of the date of redemption, plus (iii) accrued and unpaid interest to, but not including, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

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On or after October 30, 2020, CIFC may redeem, at its option, all or part of the new notes upon not less than 10 nor more than 60 days' prior notice (with a copy to the trustee) at the following redemption prices, expressed as percentages of the outstanding principal amount thereof, together with any accrued and unpaid interest to the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period commencing on October 30 of any year set forth below:

Year	Percentage
2020		104.250	%
2021		102.834	%
2022		101.417	%
2023 and thereafter		100.000	%

	In addition, until October 30, 2020, CIFC may, at its option, on one or more occasions, choose to redeem up to 35% of the aggregate principal amount of the new notes with the proceeds from one or more public equity offerings at a redemption price equal to 108.500% of the aggregate principal amount of the new notes to be redeemed (such percentage to be equal to 100% plus the annual coupon on the new notes), plus accrued and unpaid interest to the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that at least 65% of the aggregate principal amount of the new notes issued under the indenture remains outstanding immediately after each such redemption and provided further that each such redemption occurs within 90 days of the date of closing of each such equity offering. See "Description of the New Notes—Optional Redemption."
Certain Covenants	The indenture relating to the new notes contains certain covenants, including:
	• limits on the incurrence of additional indebtedness;
	• requires a rating agency affirmation of debt rating, in specified circumstances, prior to the incurrence of additional indebtedness;
	• limits on additional guarantees;
	• limits on the designation of unrestricted entities;
	• limits on certain restricted payments;
	• limits on asset sales and sales of subsidiary stock;
	• limits on the creation of certain liens;
	• limits on the consolidation, merger, sale or conveyance of CIFC and the Guarantors;
	• limits on certain transactions with affiliates;

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	• requirements in connection with the occurrence of a key person trigger event;
	• providing certain reports to holders;
	• giving certain notices; and
	• maintenance of corporate existence.
	All of these limitations and restrictions are subject to a number of significant exceptions. See "Description of the New Notes—Certain Covenants."
	In addition, during any period of time that (i) the new notes have an Investment Grade Rating from any Rating Agency (each term as defined in "Description of the New Notes") and (ii) no Default or Event of Default (each term as defined in "Description of the New Notes") has occurred and is continuing, CIFC and its Restricted Subsidiaries (as defined in "Description of the New Notes") will not be subject to certain of the covenants mentioned above. See "Description of the New Notes—Certain Covenants—Suspension of Covenants."
Change of Control Offer	If we experience a Change of Control Triggering Event (as defined in "Description of the New Notes"), we must offer to repurchase the new notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any. See "Description of the New Notes—Change of Control Triggering Event."
Asset Sale Offer	Upon certain assets sales, we may be required to offer to use the net proceeds of the asset sale to purchase some of the new notes at 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date of the purchase. See "Description of the New Notes—Limitation on Asset Sales and Sales of Subsidiary Stock."
Events of Default; Remedies	The new notes will contain customary payment, covenant and insolvency events of default. Upon the occurrence and continuance of an Event of Default, the trustee or the holders of at least 30% in aggregate principal amount of the outstanding new notes of such series may declare, by notice as provided in the indenture governing the new notes, the principal amount of all the new notes due and payable immediately. However, if an insolvency-related Event of Default occurs, the principal of, and accrued and unpaid interest on, the new notes will automatically become immediately due and payable without any action of the trustee or the holders of the new notes. See "Description of the New Notes—Events of Default."

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Denomination; Form	The new notes will be issued only in fully registered form in denominations of $1,000 and integral multiples of $1,000. The new notes will be evidenced by a global note deposited with, or on behalf of, DTC, or any successor thereto, and transfers of beneficial interests will be facilitated only through records maintained by DTC and its participants. See "Description of the New Notes—Denomination, Transfer, Exchange and Book-Entry Procedures".
Further Issuances	The new notes will initially be issued in an aggregate principal amount of $40,000,000. We may, however, issue up to $15,000,000 principal amount of additional new notes in the future without the consent of the holders of the new notes and without notifying holders, subject to certain conditions and the restrictions in the indenture.
Use of Proceeds	We will not receive any proceeds from the issuance of the new notes in exchange for the outstanding old notes. We are making this exchange solely to satisfy our obligations under the registration rights agreement entered into in connection with the offering of the old notes.
Risk Factors	Investing in the new notes involves certain risks. See "Risk Factors" for information regarding risk factors you should consider before investing in the new notes.
Trustee	U.S. Bank National Association will act as the trustee under the indenture pursuant to which the new notes will be issued.
Listing	The new notes will not be listed on any national securities exchange or included in any automated dealer quotation system. Currently, there is no market for the new notes, and there can be no assurances that any public market for the new notes will develop.
Governing Law	The indenture, the new notes and the related guarantees will be governed by the laws of the State of New York.

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RISK FACTORS

An investment in the new notes involves a high degree of risk. You should consider carefully the following risks involved in investing in the new notes, as well as the other information contained or incorporated by reference in this prospectus, before deciding whether to purchase the new notes. In particular, you should carefully consider, among other things, the matters discussed below and under "Risk Factors" in our 2015 Form 10-K. The actual occurrence of any of these risks could materially adversely affect our business, financial condition and results of operations. In that case, the value of the new notes could decline substantially, and you may lose part or all of your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this prospectus and the documents incorporated by reference herein. See "Cautionary Note Regarding Forward-Looking Statements."

Risks Related to the Exchange Offer

If you fail to exchange your old notes for new notes, your old notes will continue to be subject to restrictions on transfer and may become less liquid.

        We did not register the old notes under the Securities Act or any state securities laws, nor do we intend to after the exchange offer. In general, you may only offer or sell the old notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. If you do not exchange your old notes in the exchange offer, you will lose your right to have the old notes registered under the Securities Act, subject to certain exceptions. If you continue to hold old notes after the exchange offer, you may be unable to sell the old notes.

        Because we anticipate that most holders of old notes will elect to exchange their old notes, we expect that the liquidity of the market for any old notes remaining after the completion of the exchange offer will be substantially limited. Any old notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount of the old notes outstanding. Following the exchange offer, if you do not tender your old notes you generally will not have any further registration rights, and your old notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the old notes could be adversely affected.

If an active trading market for the new notes does not develop, the liquidity and value of the new notes could be harmed.

        There is no existing market for the old notes or the new notes. An active public market for the new notes may not develop or, if developed, may not continue. If an active public market does not develop or is not maintained, you may not be able to sell your new notes at their fair market value or at all.

        Even if a public market for the new notes develops, trading prices will depend on many factors, including prevailing interest rates, our operating results and the market for similar securities. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the new notes. Declines in the market for debt securities generally may also materially and adversely affect the liquidity of the new notes, independent of our financial performance.

You must comply with the exchange offer procedures in order to receive new notes.

        The new notes will be issued in exchange for the old notes only after timely receipt by the exchange agent of the old notes or a book-entry confirmation related thereto, a properly completed

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and executed letter of transmittal or an agent's message and all other required documentation. If you want to tender your old notes in exchange for new notes, you should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent are under any duty to give you notification of defects or irregularities with respect to tenders of old notes for exchange. Old notes that are not tendered or are tendered but not accepted will, following the exchange offer, continue to be subject to the existing transfer restrictions. In addition, if you tender the old notes in the exchange offer to participate in a distribution of the new notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. For additional information, please refer to the sections entitled "The Exchange Offer" and "Plan of Distribution" later in this prospectus.

Some persons who participate in the exchange offer must deliver a prospectus in connection with resales of the new notes.

        Based on interpretations of the staff of the SEC contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1983), we believe that you may offer for resale, resell or otherwise transfer the new notes without compliance with the registration and prospectus delivery requirements of the Securities Act. However, in some instances described in this prospectus under "Plan of Distribution," you will remain obligated to comply with the registration and prospectus delivery requirements of the Securities Act to transfer your new notes. In these cases, if you transfer any new note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange under the Securities Act, you may incur liability under the Securities Act. We do not and will not assume, or indemnify you against, this liability.

Risks Related to the New Notes

Our business operations may not generate the cash needed to service our indebtedness, including the new notes.

        Our ability to make payments on our indebtedness, including the new notes, and to fund planned capital expenditures will depend on our ability to generate cash in the future. There can be no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay interest on and principal of our indebtedness, including the new notes, or to fund our other liquidity needs, or at all.

The indenture governing the new notes imposes significant operating and financial restrictions on us, which may prevent us from capitalizing on business opportunities and, if we fail to comply with such restrictions, could result in an event of default under the indenture.

        The indenture governing the new notes imposes significant operating and financial restrictions on us. These restrictions, subject to certain exceptions, limit our ability to, among other things:

•

pay dividends or make other distributions on, or redeem or repurchase, capital stock;

•

make certain investments;

•

incur certain liens or certain debt;

•

transfer or sell certain assets and subsidiary capital stock;

•

enter into transactions with affiliates;

•

alter the business that we conduct;

•

designate our subsidiaries as unrestricted subsidiaries; and

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•

enter into mergers, consolidations and sales of substantially all of our or our subsidiaries' assets.

        As a result of these restrictions, we are limited as to how we conduct our business and we may be unable to finance our future operations or capital needs or engage in other business activities that may be in our interest. The terms of any future indebtedness we may incur could include more restrictive covenants. Our ability to comply with these covenants may be affected by events beyond our control. There can be no assurance that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers and/or amend the covenants in order to avoid an event of default.

Our failure to comply with the agreements relating to our outstanding indebtedness, including as a result of events beyond our control, could result in an event of default that could materially and adversely affect our results of operations and our financial condition.

        We have outstanding subordinated notes issued under two junior subordinated indentures (the "Junior Subordinated Notes"), each of which contain certain provisions relating to events of default. If there was an event of default under any of the agreements relating to our outstanding indebtedness, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately. There can be no assurance that our assets or cash flows would be sufficient to fully repay borrowings under our outstanding debt instruments if accelerated upon an event of default. If we are forced to refinance these borrowings on less favorable terms or cannot refinance these borrowings, our results of operations and financial condition could be adversely affected. Furthermore, if we are unable to repay, refinance or restructure any future secured indebtedness, the holders of such debt could proceed against the collateral securing that indebtedness, and we could be forced into bankruptcy or liquidation. In addition, any event of default or declaration of acceleration under one debt instrument could also result in a cross-default under one or more of our other debt instruments.

Redemption may adversely affect your return on the new notes.

        We have the right to redeem some or all of the new notes prior to maturity, as described under "Description of the New Notes—Optional Redemption." CIFC may redeem prior to October 30, 2020, at our option, all or part of the new notes upon not less than 10 nor more than 60 days' prior notice (with a copy to the trustee) at a redemption price equal to the sum of (i) 100% of the principal amount of the new notes to be redeemed, plus (ii) the Applicable Premium (as defined in "Description of the New Notes—Optional Redemption") as of the date of redemption, plus (iii) accrued and unpaid interest to, but not including, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

        On or after October 30, 2020, we may redeem, at our option, all or part of the new notes upon not less than 10 nor more than 60 days' prior notice (with a copy to the trustee) at certain redemption prices, expressed as percentages of the outstanding principal amount thereof, together with any accrued and unpaid interest to the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), at the redemption price applicable to the corresponding twelve-month period set forth under "Description of the New Notes—Optional Redemption." We may redeem the new notes at times when the prevailing interest rates may be relatively low.

        In addition, until October 30, 2020, CIFC may, at its option, on one or more occasions, redeem up to 35% of the aggregate principal amount of the new notes with the proceeds from one or more public equity offerings at a redemption price equal to 108.500% of the aggregate principal amount of the new notes to be redeemed (such percentage to be equal to 100% plus the annual coupon on the new notes), plus accrued and unpaid interest to the date of redemption (subject to the right of holders of

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record on the relevant record date to receive interest due on the relevant interest payment date); provided that at least 65% of the original aggregate principal amount of new notes issued under the indenture remains outstanding immediately after the occurrence of each such redemption, and provided further that each such redemption occurs within 90 days of the date of closing of each such equity offering.

        Accordingly, you may not be able to reinvest the proceeds of any such redemption in a comparable security at an effective interest rate as high as that of the new notes.

The new notes and related guarantees are unsecured and are effectively subordinated to our secured indebtedness.

        The new notes and related guarantees are not secured by any of our assets and therefore are effectively subordinated to the claims of any secured debt holders to the extent of the value of the assets securing our secured indebtedness. The indenture governing the new notes will permit us to incur additional senior secured indebtedness, the holders of which will be entitled to the remedies available to a secured lender. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization, or other bankruptcy proceeding, there can be no assurance that there will be sufficient assets to pay amounts due on the new notes. As a result, holders of the new notes may receive less, ratably, than holders of secured indebtedness.

Despite our current indebtedness level, we may still be able to incur substantially more debt, which could exacerbate the risks associated with our substantial indebtedness.

        As of December 31, 2015, CIFC had $160.0 million of unsecured indebtedness outstanding under the old notes and the Junior Subordinated Notes. The terms of the indenture governing the new notes permit us to incur substantial additional indebtedness in the future, including secured indebtedness. If we incur any additional indebtedness that ranks equal to the new notes, the holders of that debt will be entitled to share ratably with the holders of the new notes in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of us. In particular, the terms of the indenture allow us to incur a substantial amount of incremental debt which ranks equal to the new notes, including various amounts of debt permitted under the definition of "Permitted Indebtedness" in the Description of the New Notes. If new debt is added to our or our subsidiaries' current debt levels, the related risks that we now face could intensify.

The new notes and related guarantees will be structurally subordinated to all liabilities of our subsidiaries that are designated as "Non-Guarantor Entities" under the indenture.

        The new notes and related guarantees will be structurally subordinated to all of the liabilities of our subsidiaries that are designated as "Non-Guarantor Entities" as that term is defined in the indenture. In the event of a bankruptcy, liquidation or dissolution of any such non-guarantor subsidiaries, holders of their debt, including their trade creditors, secured creditors and creditors holding indebtedness or guarantees issued by those subsidiaries, are generally entitled to payment on their claims from assets of those subsidiaries before any assets are made available for distribution to us. Although the indenture governing the new notes contains limitations on the incurrence of additional indebtedness by us and our restricted subsidiaries, such limitations are subject to a number of significant exceptions. Moreover, the indenture governing the new notes does not impose any limitation on the incurrence by our restricted subsidiaries of liabilities that do not constitute indebtedness under the indenture. As of the date of this prospectus, none of our subsidiaries (as such term is defined under Regulation S-X promulgated under the Securities Act) are designated as "Non-Guarantor Entities" under the indenture governing the old notes.

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Your ability to transfer the new notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the new notes or that you will be able to transfer or resell notes without registration under applicable securities laws.

        The new notes are a new issue of securities for which there is no established public market. There can be no assurance that an active market for the new notes will develop or, if developed, that it will continue. If an active trading market for the new notes does not develop, the market price and liquidity of the new notes may be adversely affected. The liquidity of any trading market in the new notes, and the market price quoted for the new notes, may be adversely affected by changes in the overall market for these types of securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally.

        Historically, the market for non-investment grade debt, such as the new notes, has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the new notes. There can be no assurance that the market, if any, for the new notes will be free from similar disruptions, and any such disruptions may adversely affect the prices at which you may sell your notes. In addition, subsequent to their initial issuance, the new notes may trade at a discount from the initial offering price depending upon prevailing interest rates, the market for similar notes, our performance or other factors.

We may not be able to finance a change of control offer required by the indenture.

        Pursuant to the indenture governing the new notes, we are required to make an offer to purchase all of the new notes then outstanding at 101% of their principal amount outstanding, plus accrued and unpaid interest, upon a change of control. The source of funds for any such purchase of the new notes would be our available cash or cash generated from other sources, including borrowings, sales of assets, sales of equity or funds provided by our existing or new equityholders. There can be no assurance that sufficient funds from such sources will be available at the time of any change of control to make required purchases of new notes tendered. Our future debt agreements may contain similar restrictions and provisions. If the holders of the new notes exercise their right to require us to repurchase all the new notes upon a change of control, the financial effect of this repurchase could cause a default under our other debt, even if the change of control itself would not cause a default. Accordingly, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of our other debt and the new notes and the indenture will not allow such repurchases. Our failure to offer to purchase all the new notes or to purchase all validly tendered notes would be an event of default under the indenture governing the new notes. See "Description of the New Notes—Change of Control Triggering Event."

You may not be able to determine when a change of control triggering event has occurred under the indenture.

        Certain important corporate events, such as leveraged recapitalizations, may not, under the indenture governing the new notes, constitute a "change of control" that would require us to repurchase the new notes, notwithstanding the fact that such corporate events could increase the level of our indebtedness or otherwise adversely affect our capital structure, credit ratings or the value of the new notes. In addition, the definition of change of control in the indenture governing the new notes includes a phrase relating to the sale of "all or substantially all" of our assets. There is no precise established definition of the phrase "substantially all" under applicable law. Accordingly, the ability of a holder of new notes to require us to repurchase its new notes as a result of a sale of less than all our assets to another person or entity may be uncertain.

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Our credit ratings may not reflect all risks of an investment in the new notes.

        The credit ratings assigned to the new notes may not reflect the potential impact of all risks related to trading markets, if any, for, or trading value of, your notes. In addition, real or anticipated changes in our credit ratings will generally affect any trading market, if any, for, or trading value of, your notes. Accordingly, you should consult your own financial and legal advisors as to the risks entailed by an investment in the new notes and the suitability of investing in the new notes in light of your particular circumstances.

Federal and state fraudulent transfer laws permit a court to void the new notes and the guarantees, and, if that occurs, you may not receive any payments on the new notes.

        The issuance of the new notes and the guarantees may be subject to review under federal and state fraudulent transfer and conveyance statutes. While the relevant laws may vary from state to state, under such laws the payment of consideration will generally be a fraudulent conveyance if (1) we paid the consideration with the intent of hindering, delaying or defrauding creditors or (2) we or any of the guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for issuing either the new notes or a guarantee and, in the case of (2) only, one of the following is also true:

•

we or any of the guarantors were insolvent or rendered insolvent by reason of the incurrence of the indebtedness;

•

payment of the consideration left us or any of our guarantors with an unreasonably small amount of capital to carry on our or its business; or

•

we or any of the guarantors intended to, or believed that we or it would, incur debts beyond our or its ability to pay those debts as they mature.

        If a court were to find that the issuance of the new notes or a guarantee was a fraudulent conveyance, the court could void the payment obligations under the new notes or such guarantee or subordinate the new notes or such guarantee to presently existing and future indebtedness of ours or such guarantor, or require the holders of the new notes to repay any amounts received with respect to the new notes or such guarantee. In the event of a finding that a fraudulent conveyance occurred, you may not receive any repayment on the new notes. Further, the voidance of the new notes could result in an event of default with respect to our other debt and that of the guarantors that could result in acceleration of such indebtedness.

•

Generally, an entity would be considered insolvent if at the time it incurred indebtedness:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;

•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts and liabilities, including contingent liabilities, as they become absolute and mature; or

•

it could not pay its debts as they become due.

        We cannot be certain as to the standards a court would use to determine whether or not we or the guarantors were solvent at the relevant time, or regardless of the standard that a court uses, that the issuance of the new notes and the guarantees would not be subordinated to our or any guarantor's other debt. If the guarantees were legally challenged, any guarantee could also be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the guarantor, the obligations of the applicable guarantor were incurred for less than fair consideration. A

22

court could thus void the obligations under the guarantees, subordinate them to the applicable guarantor's other debt or take other action detrimental to the holders of the new notes.

        Each guarantee will contain a provision intended to limit the guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. As was demonstrated in a bankruptcy case originating in the State of Florida which was affirmed by a decision by the Eleventh Circuit Court of Appeals on other grounds, this provision may not be effective to protect the guarantees from being voided under fraudulent transfer laws.

The amount that can be collected under the guarantees will be limited.

        Each of the guarantees will be limited to the maximum amount that can be guaranteed by a particular guarantor without rendering the guarantee, as it relates to that guarantor, avoidable. See "Risk Factors—Federal and state fraudulent transfer laws permit a court to void the new notes and the guarantees, and, if that occurs, you may not receive any payments on the new notes." In general, the maximum amount that can be guaranteed by a particular guarantor may be significantly less than the principal amount of the new notes. This provision may not be effective to protect the guarantees from being voided under fraudulent transfer law, or may eliminate the guarantor's obligations or reduce the guarantor's obligations to an amount that effectively makes the guarantee worthless.

If the new notes are rated investment grade at any time by Moody's, Fitch or Standard & Poor's, most of the restrictive covenants and corresponding events of default contained in the indenture governing the new notes will be suspended.

        If, at any time, the credit rating on the new notes, as determined by any of Moody's Investors Service, Fitch Ratings Service, Ltd. or Standard & Poor's Ratings Services, equals or exceeds Baa3, BBB– or BBB–, respectively, or any equivalent replacement ratings, and no default has occurred and is continuing under the indenture governing the new notes, we will no longer be subject to most of the restrictive covenants contained in the indenture. Any restrictive covenants that cease to apply to us as a result of achieving at least one of these ratings will be restored if all such credit rating(s) on the new notes later fall below these thresholds or in certain other circumstances. However, during any period in which these restrictive covenants are suspended, we may incur other indebtedness, make restricted payments, make distributions and take other actions that would have been prohibited if these covenants had been in effect. If the restrictive covenants are later restored, the actions taken while the covenants were suspended will not result in an event of default under the indenture even if they would constitute an event of default at the time the covenants are restored. Accordingly, if these covenants are suspended, holders of the new notes will have less credit protection than at the time the new notes are issued. See "Description of the New Notes—Suspension of Covenants."

Under the terms of the indenture, we are permitted to invest in and make payments to certain CLOs and other investment vehicles that will not be Guarantors of the new notes or restricted entities under the indenture, even though such entities may be consolidated for purposes of CIFC's financial statements under GAAP.

        Under the terms of the indenture, we are permitted to invest in and make payments to certain CLOs and other investment vehicles that will not be Guarantors of the new notes or restricted entities under the indenture, even though such entities may be consolidated for purposes of CIFC's financial statements under GAAP. As a result, such amounts will not be available to make payments on the new notes.

23

USE OF PROCEEDS

        We will not receive any cash proceeds from this exchange offer. Because we are exchanging the new notes for the old notes, which have substantially identical terms, the issuance of the new notes will not result in any increase in our indebtedness. We are making this exchange solely to satisfy our obligations under the registration rights agreement entered into in connection with the offering of the old notes.

        The net proceeds from the offering of the old notes were approximately $37.90 million, after deducting the initial purchaser's discount and commissions and expenses payable by us. These net proceeds, together with cash currently on our balance sheet, will be used to comply with new rules promulgated under the Dodd-Frank Act requiring the "securitizer" of asset-backed securities to retain a portion of the credit risk of the assets collateralizing the asset-backed securities and for general corporate purposes, including possible acquisitions. There are no agreements, arrangements or understandings regarding any potential acquisitions as of the date of this prospectus. Pending its ultimate use, we have invested the net proceeds from the offering of the old notes in corporate loans and other investment products managed by the Company.

24

SELECTED HISTORICAL FINANCIAL DATA

        The following table presents our summary historical consolidated financial data as of and for the periods presented. This information should only be read in conjunction with the "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2015 Form 10-K, which is incorporated by reference into this prospectus, as well as our consolidated financial statements and the notes related thereto which are filed as a part of our 2015 Form 10-K. The summary historical financial data for the years ended December 31, 2015, 2014 and 2013 have been derived from our audited consolidated financial statements, which are incorporated by reference from the 2015 Form 10-K and CIFC's annual report on Form 10-K for the fiscal year ended December 31, 2014. Certain 2013 amounts have been re-presented to conform to the current year presentation (see Note 2 of our 2015 Form 10-K for further details). Further, the summary AUM data and other non-GAAP financial data for the periods presented are unaudited. Our consolidated financial statements include the financial statements of the Consolidated Entities.

	2015			2014			2013
Revenues:
Management and incentive fees	$	92,079		$	4,868		$	8,400
Net interest income from investments		5,333			790			333
Interest income—Consolidated Entities		25,106			517,252			474,148
Total net revenues		122,518			522,910			482,881
Expenses:
Employee compensation and benefits		32,027			28,805			23,002
Share-based compensation		5,550			2,692			7,487
Professional services		9,935			7,259			5,277
General and administrative expenses		9,922			10,686			7,557
Depreciation and amortization		7,777			11,421			15,541
Impairment of intangible assets		1,828			—			3,106
Corporate interest expense		3,808			4,236			5,865
Expenses—Consolidated Entities		10,774			40,074			39,857
Interest expense—Consolidated Entities		9,904			171,931			127,059
Total expenses		91,525			277,104			234,751
Other Gain (Loss)
Net gain (loss) on investments		(4,181	)		2,474			1,822
Net gain (loss) on contingent liabilities		(2,210	)		(2,932	)		1,644
Net gain (loss) on investments—Consolidated Entities		(26,114	)		(228,777	)		56,321
Net gain (loss) on liabilities—Consolidated Entities		24,746			(8,996	)		(193,633	)
Net gain (loss) on liabilities—Consolidated Entities		2,970			2,031			(51	)
Net gain on the sale of management contract		—			229			1,386
Other, net		—			—			(2	)
Net other gain (loss)		(4,789	)		(235,971	)		(132,513	)
Income (loss) before income taxes		26,204			9,835			115,617
Income tax (expense) benefit		(25,239	)		(22,158	)		(18,782	)
Net income (loss)		965			(12,323	)		96,835
Net (income) loss attributable to non-controlling interest in Consolidated Entities		(631	)		20,704			(73,464	)
Net income (loss) attributable to CIFC	$	334		$	8,381		$	23,371
Earnings (loss) per share:
Basic	$	0.01		$	0.37		$	1.12
Diluted	$	0.01		$	0.35		$	0.98
Weighted-average number of shares outstanding
Basic		25,314,696			22,908,846			20,800,580
Diluted		26,414,268			24,167,641			25,737,363

25

	As of December 31,
	($ in thousands)
	2015		2014		2013
Selected Balance Sheet Data:
Cash and cash equivalents	$	57,968	$	59,290	$	25,497
Total assets, including Consolidated Entities	$	1,747,203	$	13,146,305	$	11,597,995
Total liabilities, including non-recourse liabilities of Consolidated Entities	$	1,568,401	$	12,624,403	$	11,290,242
Total equity	$	178,802	$	521,902	$	307,753

	As of December 31,
	($ in thousands)(1)
	2015		2014		2013
AUM(1):
Post-2011 CLOs	$	9,860,519	$	7,402,986	$	4,127,951
Legacy CLOs(2)		2,559,066		4,960,877		6,811,382
Total CLOs		12,419,585		12,363,863		10,939,333
Credit Funds(3)		1,062,712		593,456		406,857
Other Loan-Based Products(3)		573,190		719,170		699,669
Total Non-CLOs(3)		1,635,902		1,312,626		1,106,526
Total Loan-Based AUM		14,055,487		13,676,489		12,045,859
ABS and Corporate Bond CDOs(4)		592,798		687,555		802,821
Total Fee Earning AUM	$	14,648,285	$	14,364,044	$	12,848,680

(1)

Fee Earning AUM is based on latest available monthly report issued by the trustee or fund administrator prior to the end of the period, and may not tie back to consolidated GAAP financial statements.

(2)

Legacy CLOs represent all managed CLOs issued prior to 2011, including CLOs acquired since 2011 but issued prior to 2011.

(3)

Management fees for Non-CLO products vary by fund and may not be similar to a CLO.

(4)

Fee Earning AUM attributable to ABS and Corporate Bond CDO products is expected to continue to decline as these funds run-off per their contractual terms.

26

	For the Year Ended December 31,
	(in thousands, except ratios)
	2015			2014			2013
Other GAAP Financial Data
Depreciation and amortization	$	7,777		$	11,421		$	15,541
Corporate debt(1)(2)	$	160,000		$	120,000		$	120,000
Corporate interest expense(1)	$	3,808		$	4,236		$	5,865
Net cash provided by (used in)
Operating activities	$	(450,368	)	$	(1,268,276	)	$	(1,048,891	)
Investing activities	$	(39,862	)	$	(223,529	)	$	350,081
Financing activities	$	488,908		$	1,525,598		$	676,612
Other Non-GAAP Financial Data
Economic Net Income (ENI)	$	31,357		$	36,095		$	41,920
ENI EBITDA	$	36,552		$	41,603		$	48,519
Adjusted Consolidated ENI(3)	$	22,516		$	20,448		$	24,067
Adjusted Consolidated ENI EBITDA(4)	$	41,900		$	44,182		$	53,209
Consolidated Fixed Charge Coverage Ratio(5)(6)		5.9x			6.2x			n/m
Total Consolidated Senior Indebtedness to Adjusted Consolidated ENI EBITDA Ratio(7)		1.0x			0.9x			n/m

(1)

On November 2, 2015, CIFC Corp. issued $40.0 million par value of senior notes. On July 12, 2014, CIFC's $25.0 million par value convertible notes were converted into 4.1 million shares of CIFC's common stock.

(2)

Amounts are based on par value of debt.

(3)

For the definition of Adjusted Consolidated ENI, see "—Description of the New Notes—Certain Definitions."

(4)

For the definition of Adjusted Consolidated ENI EBITDA, see "—Description of the New Notes—Certain Definitions."

(5)

Ratio presented is pro forma giving effect to the offering. For definition of Consolidated Fixed Charge Coverage Ratio, see "—Description of the New Notes—Certain Definitions."

(6)

Pro forma interest assumes (a) interest at three month LIBOR of 0.28% with a weighted average interest rate of 2.77% on $120.0 million par of junior subordinated notes and (b) interest on $40.0 million par value of senior notes at 8.50%.

(7)

Total senior indebtedness includes the pro forma effect of the offering, or $40.0 million in senior notes.

        We disclose financial measures that are calculated and presented on a basis of methodology other than in accordance with GAAP as follows:

Economic Net Income ("ENI") is a non-GAAP financial measure of profitability which management uses in addition to GAAP net income (loss) attributable to the Company to measure the performance of our core business (excluding non-core products). We believe ENI reflects the nature and substance of the business, the economic results driven by management fee revenues from the management of client funds and earnings on our investments. ENI represents GAAP net income (loss) attributable to the Company excluding (i) income taxes, (ii) merger and acquisition related items including fee-sharing arrangements, amortization and impairments of intangible assets and gain (loss) on contingent consideration for earn-outs, (iii) non-cash compensation related to profits interests granted by CIFC Parent Holdings LLC in June 2011, (iv) revenues attributable to non-core investment products, (v) advances for fund organization expenses and (vi) certain other items as detailed.

27

ENI EBITDA is also a non-GAAP financial measure that management considers, in addition to GAAP net income (loss) attributable to CIFC, to evaluate our core performance. ENI EBITDA represents ENI before corporate interest expense and depreciation of fixed assets, a non-cash item.

        These non-GAAP measures may not be comparable to similar measures presented by other companies, as they are not based on a comprehensive set of accounting rules or principles and therefore may be defined differently by other companies. In addition, these non-GAAP measures should be considered as an addition to, and not as a substitute for, or superior to, financial measures determined in accordance with GAAP.

        ENI and ENI EBITDA are reconciled from net income (loss) attributable to the PTP Parent as determined under GAAP as follows:

	For the Year Ended December 31,
	($ in thousands)
	2015			2014			2013
GAAP Net Income (Loss) attributable to the Company	$	334		$	8,381		$	23,371
Income tax expense (benefit)		25,239			22,158			18,782
Amortization and impairment of intangibles		8,218			10,149			17,913
Management fee sharing arrangements(1)		(11,521	)		(8,716	)		(15,744	)
Net (gain)/loss on contingent liabilities and other		2,210			2,932			(1,644	)
Employee compensation costs(2)		5,327			1,610			3,767
Management fees attributable to non-core funds		(654	)		(814	)		(3,139	)
Other(3)		2,204			395			(1,386	)
Total reconciling items		31,023			27,714			18,549
ENI		31,357			36,095			41,920
Add: Corporate interest expense		3,808			4,236			5,865
Add: Depreciation on fixed assets		1,387			1,272			734
ENI EBITDA	$	36,552		$	41,603		$	48,519
ENI	$	31,357		$	36,095		$	41,920
Add: Share-based compensation		5,348			2,579			4,690
Less: Income taxes(4)		14,189			18,226			22,543
Adjusted Consolidated ENI	$	22,516		$	20,448		$	24,067
ENI EBITDA	$	36,552		$	41,603		$	48,519
Add: Share-based compensation		5,348			2,579			4,690
Adjusted Consolidated ENI EBITDA	$	41,900		$	44,182		$	53,209

(1)

PTP Parent shares management fees on certain of the acquired CLOs it manages (shared with the party that sold the funds to CIFC or an affiliate thereof). Management fees are presented on a gross basis for GAAP and a net basis for non-GAAP ENI.

(2)

Employee compensation has been adjusted for non-cash compensation related to profits interests granted to CIFC employees by CIFC Parent LLC and the sharing of incentive fees with certain former employees established in connection with our acquisition of certain CLOs from Columbus Nova Credit Investments Management, LLC.

(3)

For the year ended December 31, 2015, Other predominantly includes professional fees related to the PTP Conversion. For the year ended December 31, 2014, Other represents litigation expenses of $0.6 million and gains from contingent payments collected on the 2012 sale of the Company's rights to manage Gillespie CLO PLC of $0.2 million. For the year ended December 31, 2013, Other represents additional gains from contingent payments collected on the 2012 sale of the Company's rights to manage Gillespie CLO PLC of $1.4 million.

(4)

Income taxes are based on current year GAAP taxes for the periods presented.

28

THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

        On November 2, 2015, we issued and sold the old notes to the initial purchaser without registration under the Securities Act pursuant to the exemption set forth in Section 4(a)(2) of the Securities Act. The initial purchaser subsequently sold the old notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act. Because the old notes are subject to transfer restrictions, we entered into the registration rights agreement under which we agreed to:

•

file a registration statement relating of which this prospectus is a part by January 1, 2016;

•

to use commercially reasonable efforts to cause the SEC to declare the exchange offer registration statement effective under the Securities Act no later than March 1, 2016;

•

to use our commercially reasonable efforts to cause the exchange offer registration statement to remain effective for at least 20 business days (or longer, if required by applicable law or otherwise extended by the us, at our option);

•

to use our commercially reasonable efforts to consummate the exchange offer no later than 60 days after the exchange offer registration statement becomes effective; and

•

in certain circumstances, file a shelf registration statement for the resale of the old notes if the registration statement of which this prospectus forms a part is not declared effective by the SEC on or prior to March 1, 2016, the exchange offer is not consummated within 180 days of such effectiveness (unless the registration statement is subsequently declared effective by the SEC and consummated) or any holder of the old notes is not, due to a change in law or SEC policy, eligible to participate in the exchange offer or elects to participate in the exchange offer but does not receive new notes which are freely tradeable without delivering a prospectus and the prospectus contained in the exchange offer registration statement is not appropriate or available for such resales by such holder.

        The registration statement is intended to satisfy our exchange offer obligations under the registration rights agreement.

        Under existing interpretations of the SEC, we believe that the new notes will be freely transferable by holders other than our affiliates after the exchange offer without further registration under the Securities Act if the holder of the new notes represents that:

•

it is acquiring the new notes in the ordinary course of its business;

•

it has no arrangement or understanding with any person to participate in the distribution of the new notes and is not participating in, and does not intend to participate in, the distribution of such new notes;

•

it is not an affiliate of the Company, as that term is interpreted by the SEC; and

•

it is not engaged in, and does not intend to engage in, a distribution of the new notes.

        However, each broker-dealer that receives new notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making or other trading activities (a "participating broker dealer") will have a prospectus delivery requirement with respect to resales of such new notes. The SEC has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to the new notes (other than a resale of an unsold allotment from the original sale of the old notes) with this prospectus. Under the registration rights agreement, we are required to allow participating broker-dealers and other persons, if any, with similar prospectus delivery requirements to use this prospectus in connection with the resale of the new notes. See "Plan of Distribution."

29

        The form and terms of the new notes are substantially the same as the form and terms of the old notes, except that the new notes will be registered under the Securities Act; will not bear restrictive legends restricting their transfer under the Securities Act; will not be entitled to the registration rights that apply to the old notes; and will not contain provisions relating to increased interest rates in connection with the old notes under circumstances related to the timing of the exchange offer.

        The new notes will evidence the same debt as the old notes. The new notes will be issued under and entitled to the benefits of the same indenture that authorized the issuance of the old notes. For a description of the indenture, see "Description of the New Notes."

        If we and the guarantors fail to meet certain specified deadlines under the registration rights agreement, we will be obligated to pay an increased interest rate on the old notes.

        A copy of the registration rights agreement has been filed with the SEC as Exhibit 4.2 to CIFC's Current Report on Form 8-K dated November 2, 2015 and is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.

Terms of the Exchange Offer

        We are offering to exchange an aggregate principal amount of up to $40,000,000 of our new notes for a like amount of our old notes. The old notes must be tendered properly in accordance with the conditions set forth in this prospectus and the accompanying letter of transmittal on or prior to the expiration date and not withdrawn as permitted below. The exchange offer is not conditioned upon holders tendering a minimum principal amount of old notes. As of the date of this prospectus, all of the old notes are outstanding.

        Old notes tendered in the exchange offer must be in denominations of a principal amount of $1,000 and any integral multiple of $1,000 in excess thereof.

        Holders of the old notes do not have any appraisal or dissenters' rights in connection with the exchange offer. If you do not tender your old notes or if you tender old notes that we do not accept, your old notes will remain outstanding and continue to accrue interest and you will be entitled to the rights and benefits holders have under the indenture relating to the old notes and the new notes. Existing transfer restrictions would continue to apply to such old notes. See "Risk Factors—Risks Related to the Exchange Offer—If you fail to exchange your old notes for new notes, your old notes will continue to be subject to restrictions on transfer and may become less liquid" for more information regarding old notes outstanding after the exchange offer.

        None of the Company, the guarantors, or our respective boards of directors or management, recommends that you tender or not tender old notes in the exchange offer or has authorized anyone to make any recommendation. You must decide whether to tender in the exchange offer and, if you decide to tender, the aggregate amount of old notes to tender.

        The expiration date is 5:00 p.m., New York City time, on                        , 2016, or such later date and time to which the exchange offer is extended.

        We have the right, in accordance with applicable law, at any time:

•

to delay the acceptance of the old notes;

•

to terminate the exchange offer and not accept any old notes for exchange if we determine that any of the conditions to the exchange offer have not occurred or have not been satisfied;

•

to extend the expiration date of the exchange offer and retain all old notes tendered in the exchange offer other than those notes properly withdrawn; and

•

to waive any condition or amend the terms of the exchange offer in any manner.

30

        If we materially amend the exchange offer, we will as promptly as practicable distribute a prospectus supplement to the holders of the old notes disclosing the change and extend the exchange offer for a period of five to ten business days, depending upon the significance of the amendment and the manner of disclosure to the registered holders, if the exchange offer would otherwise expire during the five to ten business day period.

        If we exercise any of the rights listed above, we will as promptly as practicable give oral or written notice of the action to the exchange agent and will make a public announcement of such action. In the case of an extension, an announcement will be made no later than 9:00 a.m., New York City time on the next business day after the previously scheduled expiration date. Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the exchange offer, we will have no obligation to publish, advertise, or otherwise communicate any public announcement, other than by making a timely release to a financial news service.

        During an extension, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any old notes not accepted for exchange for any reason will be returned without cost to the holder that tendered them promptly after the expiration or termination of the exchange offer.

        We will accept all old notes validly tendered and not withdrawn. Promptly after the expiration date, we will issue new notes registered under the Securities Act to the exchange agent.

        The exchange agent might not deliver the new notes to all tendering holders at the same time. The timing of delivery depends upon when the exchange agent receives and processes the required documents.

        We will be deemed to have exchanged old notes validly tendered and not withdrawn when we give oral or written notice to the exchange agent of our acceptance of the tendered old notes, with written confirmation of any oral notice to be given promptly thereafter. The exchange agent is our agent for receiving tenders of old notes, letters of transmittal and related documents.

        In tendering old notes, you must warrant in the letter of transmittal or in an agent's message (described below) that:

•

you have full power and authority to tender, exchange, sell, assign and transfer old notes;

•

we will acquire good, marketable and unencumbered title to the tendered old notes, free and clear of all liens, restrictions, charges and other encumbrances; and

•

the old notes tendered for exchange are not subject to any adverse claims or proxies.

        You also must warrant and agree that you will, upon request, execute and deliver any additional documents requested by us or the exchange agent to complete the exchange, sale, assignment and transfer of the old notes.

        Additionally, each broker-dealer that receives new notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See "Plan of Distribution."

Procedures for Tendering Old Notes

Valid Tender

        We have forwarded to you, along with this prospectus, a letter of transmittal relating to this exchange offer. The letter of transmittal is to be completed by a holder of old notes either if (1) a

31

tender of old notes is to be made by delivering physical certificates for such old notes to the exchange agent or (2) unless an agent's message is transmitted in lieu of a letter of transmittal, a tender of old notes is to be made by book-entry transfer to the account of the exchange agent at DTC.

        Only a holder of record of old notes may tender old notes in the exchange offer. To tender in the exchange offer, a holder must comply with the procedures of DTC and:

•

complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and deliver the letter of transmittal or facsimile to the exchange agent prior to the expiration date; or

•

in lieu of delivering a letter of transmittal, instruct DTC to transmit on behalf of the holder a computer-generated message to the exchange agent in which the holder of the old notes acknowledges and agrees to be bound by the terms of, and to make all of the representations contained in, the letter of transmittal, which computer-generated message shall be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date or such other internal deadline set by DTC as the case may be.

        In addition, either:

•

the exchange agent must receive old notes along with the letter of transmittal; or

•

the exchange agent must receive, before expiration of the exchange offer, timely confirmation of book-entry transfer of such old notes into the exchange agent's account at DTC, according to the procedure for book-entry transfer described below.

        To be tendered effectively, the exchange agent must receive any physical delivery of the letter of transmittal and other required documents at the address set forth below under the caption "—Exchange Agent" before expiration of the exchange offer. To receive confirmation of valid tender of old notes, a holder should contact the exchange agent at the telephone number listed under the caption "—Exchange Agent."

        A tender by a holder that is accepted by us and not withdrawn before expiration of the exchange offer will constitute a binding agreement between that holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal. If you tender fewer than all of your old notes, you should fill in the amount of old notes tendered in the appropriate box on the letter of transmittal. The amount of old notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

        The method of delivery of the certificates for the old notes, the letter of transmittal and all other required documents is at the election and sole risk of the holders. If delivery is by mail, we recommend registered mail with return receipt requested, properly insured, or overnight delivery service. In all cases, you should allow sufficient time to assure timely delivery. No letters of transmittal or old notes should be sent directly to CIFC. Delivery is complete when the exchange agent actually receives the items to be delivered. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the exchange agent.

        If you beneficially own old notes and those notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian and you wish to tender your old notes in the exchange offer, you should contact the registered holder as soon as possible and instruct it to tender the old notes on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal.

        If the applicable letter of transmittal is signed by the record holder(s) of the old notes tendered, the signature must correspond with the name(s) written on the face of the old note without alteration,

32

enlargement or any change whatsoever. If the applicable letter of transmittal is signed by a participant in DTC, the signature must correspond with the name as it appears on the security position listing as the holder of the old notes.

        If any letter of transmittal, endorsement, bond power, power of attorney, or any other document required by the letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person must indicate such capacity when signing. In addition, unless waived by us, the person must submit proper evidence satisfactory to us, in our sole discretion, of his or her authority to so act.

        Holders should receive copies of the letter of transmittal with the prospectus. A holder may obtain additional copies of the letter of transmittal for the old notes from the exchange agent at its offices listed under the caption "—Exchange Agent."

Signature Guarantees

        Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an eligible institution unless the old notes surrendered for exchange are tendered:

•

by a registered holder of old notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal; or

•

for the account of an eligible institution.

        An "eligible institution" is a firm or other entity which is identified as an "Eligible Guarantor Institution" in Rule 17Ad-15 under the Exchange Act, including:

•

a bank;

•

a broker, dealer, municipal securities broker or dealer or government securities broker or dealer;

•

a credit union;

•

a national securities exchange, registered securities association or clearing agency; or

•

a savings association.

        If old notes are registered in the name of a person other than the signer of the letter of transmittal, the old notes surrendered for exchange must be endorsed or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by us in our sole discretion, duly executed by the registered holder with the holder's signature guaranteed by an eligible institution.

DTC Book-Entry Transfers

        For tenders by book-entry transfer of old notes cleared through DTC, the exchange agent will make a request to establish an account at DTC for purposes of the exchange offer. Any financial institution that is a DTC participant may make book-entry delivery of old notes by causing DTC to transfer the old notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfer. The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC may use the Automated Tender Offer Program, or ATOP, procedures to tender old notes. Accordingly, any participant in DTC may make book-entry delivery of old notes by causing DTC to transfer those old notes into the exchange agent's account in accordance with its ATOP procedures for transfer.

        Notwithstanding the ability of holders of old notes to effect delivery of old notes through book-entry transfer at DTC, the letter of transmittal or a facsimile thereof, or an agent's message in lieu of the letter of transmittal, with any required signature guarantees and any other required

33

documents must be transmitted to and received by the exchange agent prior to the expiration date at the address given below under "—Exchange Agent." In this context, the term "agent's message" means a message, transmitted by DTC and received by the exchange agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgment from a participant tendering old notes that are the subject of the book-entry confirmation that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce that agreement against the participant.

Determination of Validity

        We will resolve all questions regarding the form of documents, validity, eligibility, including time of receipt, and acceptance for exchange and withdrawal of any tendered old notes. Our determination of these questions as well as our interpretation of the terms and conditions of the exchange offer, including the letter of transmittal, will be final and binding on all parties. A tender of old notes is invalid until all defects and irregularities have been cured or waived. Holders must cure any defects and irregularities in connection with tenders of old notes for exchange within such reasonable period of time as we will determine, unless we waive the defects or irregularities. None of us, any of our affiliates or assigns, the exchange agent or any other person is under any obligation to give notice of any defects or irregularities in tenders, nor will we or they be liable for failing to give any such notice.

        We reserve the absolute right, in our sole and absolute discretion:

•

to reject any tenders determined to be in improper form or unlawful;

•

to waive any of the conditions of the exchange offer; and

•

to waive any condition or irregularity in the tender of old notes by any holder.

        Any waiver to the exchange offer will apply to all old notes tendered.

Resales of New Notes

        Based on existing SEC interpretations issued to third parties in unrelated transactions, we believe that the new notes will be freely transferable by holders other than affiliates of us after the registered exchange offer without further registration under the Securities Act if the holder is acquiring the new notes in the ordinary course of its business, has no arrangement or understanding with any person to participate in the distribution of the new notes and is not an affiliate of us, as such terms are interpreted by the SEC; provided that broker-dealers receiving new notes in the exchange offer will have a prospectus delivery requirement with respect to resales of such new notes. While the SEC has not taken a position with respect to this particular transaction, under existing SEC interpretations relating to transactions structured substantially like the exchange offer, participating broker-dealers may fulfill their prospectus delivery requirements with respect to the new notes (other than a resale of an unsold allotment of the new notes) with the prospectus contained in the exchange offer registration statement. We will not seek our own interpretive letter. As a result, we cannot assure you that the staff will take the same position on this exchange offer as it did in interpretive letters to other parties in similar transactions.

        By tendering old notes, the holder, other than participating broker-dealers, as defined below, of those old notes will represent to us that, among other things:

•

the new notes acquired in the exchange offer are being obtained in the ordinary course of business of the person receiving the new notes, whether or not that person is the holder;

•

neither the holder nor any other person receiving the new notes is engaged in, intends to engage in or has an arrangement or understanding with any person to participate in a "distribution" (as defined under the Securities Act) of the new notes; and

34

•

neither the holder nor any other person receiving the new notes is an "affiliate" (as defined under the Securities Act) of us.

        If any holder or any such other person is an "affiliate" of us or is engaged in, intends to engage in or has an arrangement or understanding with any person to participate in a "distribution" of the new notes, such holder or other person:

•

may not rely on the applicable interpretations of the staff of the SEC referred to above; and

•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

        Each broker-dealer that receives new notes for its own account in exchange for old notes must represent that the old notes to be exchanged for the new notes were acquired by it as a result of market-making activities or other trading activities and acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any offer to resell, resale or other retransfer of the new notes. Any such broker-dealer is referred to as a "participating broker-dealer." However, by so acknowledging and by delivering a prospectus, the participating broker-dealer will not be deemed to admit that it is an "underwriter" (as defined under the Securities Act). If a broker-dealer acquired old notes as a result of market-making or other trading activities, it may use this prospectus, as amended or supplemented, in connection with offers to resell, resales or retransfers of new notes received in exchange for the old notes pursuant to the exchange offer. We have agreed that, for a period ending on the earlier of (i) 180 days from the date on which the registration statement of which this prospectus forms a part becomes or is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution" for a discussion of the exchange and resale obligations of broker-dealers in connection with the exchange offer.

Withdrawal Rights

        You can withdraw tenders of old notes at any time prior to 5:00 p.m., New York City time, on the expiration date.

        For a withdrawal to be effective, you must deliver a written notice of withdrawal to the exchange agent. The notice of withdrawal must:

•

specify the name of the person tendering the old notes to be withdrawn;

•

identify the old notes to be withdrawn, including the total principal amount of old notes to be withdrawn; and

•

where certificates for old notes are transmitted, the name of the registered holder of the old notes if different from the person withdrawing the old notes.

        If you delivered or otherwise identified old notes to the exchange agent, you must submit the serial numbers of the old notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible institution, except in the case of old notes tendered for the account of an eligible institution. If you tendered old notes as a book-entry transfer, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and you must deliver the notice of withdrawal to the exchange agent and otherwise comply with the procedures of the facility. You may not rescind withdrawals of tender; however, properly withdrawn old notes may again be tendered by following one of the procedures described under "—Procedures for Tendering Old Notes" above at any time prior to 5:00 p.m., New York City time, on the expiration date.

35

        We will determine all questions regarding the form of withdrawal, validity, eligibility, including time of receipt, and acceptance of withdrawal notices. Our determination of these questions as well as our interpretation of the terms and conditions of the exchange offer (including the letter of transmittal) will be final and binding on all parties. None of us, any of our affiliates or assigns, the exchange agent or any other person is under any obligation to give notice of any irregularities in any notice of withdrawal, nor will we be liable for failing to give any such notice.

        Withdrawn old notes will be returned to the holder after withdrawal. In the case of old notes tendered by book-entry transfer through DTC, the old notes withdrawn or not exchanged will be credited to an account maintained with DTC. Any old notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to the holder.

Conditions to the Exchange Offer

        Notwithstanding any other provision of the exchange offer, we are not required to accept for exchange, or to issue new notes in exchange for, any old notes, and we may terminate or amend the exchange offer, if at any time prior to 5:00 p.m., New York City time, on the expiration date, we determine that:

•

the new notes to be received will not be tradable by the holder without restriction under the Securities Act and the Exchange Act;

•

we have not received all applicable governmental approvals;

•

the exchange offer, or the making of any exchange by a holder of old notes, would violate applicable law or any applicable interpretation or policy of the staff of the SEC; or

•

any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer that would reasonably be expected to impair our ability to proceed with the exchange offer.

        The foregoing conditions are for our sole benefit, and we may assert them regardless of the circumstances giving rise to any such condition, or we may waive the conditions, completely or partially, whenever or as many times as we choose, in our reasonable discretion. The foregoing rights are not deemed waived because we fail to exercise them, but continue in effect, and we may still assert them whenever or as many times as we choose. However, any such condition, other than any involving government approval, must be satisfied or waived before the expiration of the offer. If we determine that a waiver of conditions materially changes the exchange offer, the prospectus will be amended or supplemented, and the exchange offer extended, if appropriate, as described under "—Terms of the Exchange Offer."

        In addition, at a time when any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or with respect to the qualification of the indenture under the Trust Indenture Act of 1939, as amended, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any such old notes.

        If we terminate or suspend the exchange offer based on a determination that the exchange offer violates applicable law or SEC policy, the registration rights agreement requires that we, as soon as practicable after such determination, use all commercially reasonable efforts to cause a shelf registration statement covering the resale of the old notes to be filed and use commercially reasonable efforts to cause such shelf registration statement to become or be declared effective by the SEC. See "—Registration Rights and Additional Interest on the Old Notes."

36

Exchange Agent

        We appointed U.S. Bank National Association as exchange agent for the exchange offer. You should direct questions and requests for assistance and for additional copies of this prospectus or of the letter of transmittal to the exchange agent at the following address:

By Hand and Overnight Delivery or	Certified Mail
By Facsimile:
US Bank National Association	(For Eligible Institutions only):
111 Fillmore Avenue	Fax: (651) 466-7367
St. Paul, MN 55107-1402
Attn: Corporate Actions
CIFC Corp.
8.50% Senior Secured Notes due 20215
For Information:
US Bank National Association
111 Fillmore Avenue
St. Paul, MN 55107-1402
Attn: Corporate Actions

        If you deliver letters of transmittal and any other required documents to an address or facsimile number other than those listed above, your tender is invalid.

Fees and Expenses

        The registration rights agreement provides that we will bear all expenses in connection with the performance of our obligations relating to the registration of the new notes and the conduct of the exchange offer. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of old notes and for handling or tendering for such clients.

        We have not retained any dealer-manager in connection with the exchange offer and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of old notes pursuant to the exchange offer.

Transfer Taxes

        Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes in connection with the exchange. If, however, new notes issued in the exchange offer are to be delivered to, or are to be issued in the name of, any person other than the holder of the old notes tendered, or if a transfer tax is imposed for any reason other than the exchange of old notes in connection with the exchange offer, then the holder must pay any such transfer taxes, whether imposed on the registered holder or on any other person.

Accounting Treatment

        The new notes will be recorded at the same carrying value as the old notes. Accordingly, CIFC will not recognize any gain or loss for accounting purposes for the exchange transaction. CIFC intends to

37

amortize the expenses of the exchange offer and issuance of the old notes over the term of the new notes.

Registration Rights and Additional Interest on the Old Notes

        If:

•

applicable law or SEC policy do not permit us to consummate the exchange offer contemplated by this prospectus; or

•

for any other reason the registration statement of which this prospectus forms a part is not declared effective by the SEC on or prior to March 1, 2016 or the exchange offer is not consummated within 180 days of such effectiveness (unless such registration statement is subsequently declared effective and the exchange offer is subsequently consummated); or

•

with respect to any holder of old notes:

•

such holder is prohibited from participating in the exchange offer due to a change in law or SEC policy;

•

such holder elects to participate in the exchange offer but does not, due to a change in law or SEC policy, receive new notes which are freely tradeable without delivering a prospectus and this prospectus is not appropriate or available for such resales by such holder, or

•

such holder is a broker-dealer and holds old notes acquired directly from CIFC or an affiliate of CIFC, subject to certain conditions.

        then, upon the such holder's request, CIFC will:

•

as soon as practicable but no later than the deadline provided for in the registration rights agreement, file a shelf registration statement covering resales of the old notes or the new notes, as the case may be;

•

use our commercially reasonable efforts to cause the shelf registration statement to become or be declared effective by the SEC no later than the deadline provided for in the registration rights agreement; and

•

use our commercially reasonable efforts to keep the shelf registration statement continuously effective for a period of at least one year from the effective date of the shelf registration statement (or until all securities covered by the shelf registration statement have been sold in accordance therewith).

        If:

•

the exchange offer registration statement is not filed with the SEC on or prior to January 1, 2016;

•

the exchange offer registration statement is not declared effective on or prior to March 1, 2016 (unless the exchange offer is not permissible under applicable law or SEC policy);

•

the exchange offer is not consummated on or prior to the 60^th day following the effectiveness of the exchange offer registration statement;

•

if required, a shelf registration statement is not filed with the SEC on or prior to the later of April 30, 2016 and the 60^th day after the filing obligation arises;

•

if required, a shelf registration statement is not declared effective by the SEC on or prior to June 29, 2016; or

38

•

any registration statement required by the registration rights agreement is filed and declared effective but thereafter ceases to be effective or fails to be useable for its intended purpose as described in the registration rights agreement.

(each such event, a "registration default"), then the interest rate borne by the old notes will be increased by 0.25% per annum (such increase, the "additional interest") during the 90-day period immediately following the occurrence of any registration default and will increase by 0.25% per annum at the beginning of each subsequent 90-day period, up to a maximum increase of 1.00% per annum. Following the cure of all registration defaults, the accrual of additional interest will cease.

        Since CIFC was unable to file the exchange offer registration statement with the SEC on or prior to January 1, 2016 as certain required financial information did not become available until the preparation of the 2015 Form 10-K, the interest rate borne by the old notes increased temporarily as provided above.

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DESCRIPTION OF THE NEW NOTES

General

        You can find definitions of certain terms used in this description under the heading "—Certain Definitions." For purposes of this "Description of the New Notes" section, references to the "Company", "we", "us", and "our" include only CIFC Corp., and not its Subsidiaries or the PTP Parent.

        The Company issued the old notes and will issue the new notes under an indenture (the "Indenture") dated as of November 2, 2015 among the Company, the Guarantors, as defined therein, and U.S. Bank National Association, as trustee (the "Trustee"). The Company thereafter entered into the first supplemental indenture, dated April 4th, 2016, among the Company, CIFC Holdings I LLC, a Delaware limited liability company and newly formed, wholly-owned direct subsidiary of PTP Parent, CIFC Holdings II Sub LLC, a Delaware limited liability company and newly formed, wholly-owned indirect subsidiary of PTP Parent, CIFC Holdings III Sub LLC, a Delaware limited liability company and newly formed, wholly-owned indirect subsidiary of PTP Parent, and U.S. Bank National Association, as trustee, for the purpose of adding CIFC Holdings II Sub LLC and CIFC Holdings III Sub LLC as guarantors under the Indenture. The terms of the new notes will include those stated in the Indenture and those made part of the Indenture by reference to the terms of the Trust Indenture Act. Unless the context otherwise requires, the term "notes" includes the old notes and the new notes.

        We have summarized selected terms and provisions of the Indenture. We urge you to read the Indenture in its entirety because it, and not this description, defines your rights. The terms of the new notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "TIA"). The TIA will become applicable to the Indenture upon the qualification of the Indenture under the TIA, which will occur at such time as the new notes have been registered under the Securities Act. The Indenture provides that the Company will comply with the provisions of §314 of the TIA to the extent applicable.

        The following summary of selected provisions of the Indenture and the new notes is not complete and is subject to, and is qualified in its entirety by reference to, all provisions of the Indenture. If you would like more information on any of these provisions, you should refer to and read the relevant sections of the Indenture.

        The new notes will be issued only in fully registered book-entry form without coupons in minimum denominations of $1,000 principal amount and integral multiples of $1,000 above that amount. The new notes will be issued in the form of a global note (the "global note"). The global note will be registered in the name of Cede & Co. ("Cede"), the nominee of DTC, New York, New York, as described under "—Denomination, Transfer, Exchange and Book-Entry Procedures."

Principal Amount; Maturity and Interest

        The Company will issue the new notes in an initial aggregate principal amount of up to $40,000,000. The new notes will be denominated in U.S. dollars and all payments of principal and interest thereon will be paid in U.S. dollars.

        The new notes will bear interest at a rate per annum equal to 8.50%. We will pay interest semi-annually in arrears on April 30 and October 30 of each year, beginning on April 30, 2016. Each such date is referred to as an interest payment date. Interest on the new notes will be payable to the person in whose name such new notes are registered on April 15 and October 15 immediately preceding the applicable interest payment date. Interest payable on the new notes will accrue from the date it was most recently paid and be computed on the basis of a 360-day year comprised of twelve 30-day months.

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        If an interest payment date falls on a day that is not a Business Day, the interest payment will be postponed to the next succeeding Business Day, with the same force and effect as if made on the date such payment was due, and no interest will accrue as a result of such delay.

        The new notes will mature on October 30, 2025 (the "Maturity Date"), unless earlier repurchased or redeemed in accordance with the Indenture.

Additional Notes

        The new notes will initially be limited to $40,000,000 aggregate principal amount. The Company may "reopen" this series of new notes and issue additional new notes ("additional new notes") in an amount up to $15,000,000 under a one-time additional new notes issuance under the Indenture; provided that (i) the terms of the additional new notes issued are identical to the terms of the new notes being offered hereby (except for the issue date and public offering price), (ii) the additional new notes cannot be sold for less than 100% of par value and (iii) an affirmation of each Rating Agency then rating and monitoring the new notes (which affirmation may be by email) has been received that the additional new notes issuance would not result in the Rating of the new notes being lower than the Required Rating.

Paying Agent and Registrar for the New Notes

        The Company will maintain one or more paying agents (each, a "paying agent") for the new notes.

        The Company will also maintain one or more registrars (each, a "registrar") and a transfer agent. The registrar(s) and transfer agent will maintain a register reflecting ownership of new notes outstanding from time to time and will make payments on and facilitate transfer of new notes on behalf of the Company.

        The Trustee will initially act as paying agent, registrar and transfer agent with respect to the new notes. The Company may change the paying agent or registrar without prior notice to the Holders.

Ranking

        The new notes will be the Company's senior unsecured obligations and the payment of the principal of, premium, if any, and interest on the new notes and any payment by any Guarantor under any Guarantee of the new notes will rank (i) equally in right of payment with all of the Company's or the applicable Guarantor's, as the case may be, other existing and future Indebtedness and other obligations of the Company or the applicable Guarantor, as the case may be, that are not by their terms expressly subordinated in right of payment to the new notes or the applicable Guarantee of the new notes, and (ii) senior in right of payment to all of the Company's or the applicable Guarantor's, as the case may be, existing and future subordinated Indebtedness, from time to time outstanding.

        The new notes will be effectively subordinated to all of the Company's and the Guarantors' existing and future secured obligations to the extent of the value of the collateral securing such obligations, and structurally subordinated to any existing and future obligations of any of the Company's or the Guarantors' Subsidiaries (which, in each case, are not themselves also Guarantors) with respect to claims against the assets of such Subsidiaries. In the event of bankruptcy or insolvency, any secured creditors will have a prior secured claim to any collateral securing the debt owed to them. Neither the Company nor any of its Subsidiaries have any other outstanding senior notes. As of December 31, 2015, the Company and the Guarantors had, in the aggregate, $160 million of Indebtedness (of which $40 million was the outstanding principal of the new notes and $120 million was the subordinated Indebtedness, and non of which would have been secured Indebtedness).

        Although the Indenture contains limitations on the amount of additional Indebtedness that the Company and the Restricted Entities (as defined herein) may incur, under certain circumstances the

41

amount of such additional Indebtedness could be substantial and, in any case, such additional Indebtedness may be secured Indebtedness. See "—Certain Covenants—Limitation on the Incurrence of Additional Indebtedness."

        As set out under "—Guarantees" below, certain of the Restricted Entities may cease to, guarantee the new notes (each, a "Non-Guarantor Entity"). In the event of a bankruptcy, liquidation, reorganization or similar proceeding of any of the Non-Guarantor Entities, such Non-Guarantor Entity will pay the holders of its debt and trade creditors before they will be able to distribute any of its assets to the Company or, if such Non-Guarantor Entity is a Subsidiary of a Guarantor, to such Guarantor. As a result, all of the existing and future liabilities of our Non-Guarantor Entities, including any claims of trade creditors, will be effectively senior to the new notes with respect to the assets of any such Non-Guarantor Entity.

Guarantees

        Each of the Guarantors as of the Issue Date will unconditionally guarantee the performance of all Obligations of the Company under the Indenture and the new notes on an unsecured basis. The PTP Parent will be a Guarantor of the new notes. The Obligations of each Guarantor in respect of its Guarantee will be limited as necessary to purport to prevent the Guarantees from constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under applicable law. See "Risk Factors—Risks Related to the New Notes—Federal and state fraudulent transfer laws permit a court to void the new notes and the Guarantees, and, if that occurs, you may not receive any payments on the new notes."

        Each Guarantor (other than, with respect to clauses (2), (3) and (4) below, the PTP Parent) will be released and relieved of its obligations under its Guarantee in the event:

(1)

there is a discharge, Legal Defeasance or Covenant Defeasance as discussed under "—Satisfaction and Discharge" or "—Defeasance of Certain Covenants";



(2)

there is a sale or other disposition of Capital Stock of a Guarantor following which such Guarantor is no longer a direct or indirect Subsidiary of the Company or, following the PTP Conversion, the PTP Parent;



(3)

there is a sale of all or substantially all of the assets of a Guarantor (including by way of merger, stock purchase, asset sale or otherwise permitted by the Indenture) to a Person that is not (either before or after giving effect to such transaction) a Restricted Entity; or



(4)

such Guarantor is designated as Non-Guarantor Entity;

provided, that, in each case, such transactions are carried out pursuant to and in accordance with all applicable covenants and provisions of the Indenture.

        If any Person becomes a Restricted Entity (for the avoidance of doubt, including upon a Revocation of the Designation of such Person as an Unrestricted Entity), subject to the next succeeding paragraph, the Company or, following the PTP Conversion, the Company or the PTP Parent, as applicable, will cause those Restricted Entities to become Guarantors by executing a supplemental indenture and providing the Trustee with an Officers' Certificate and Opinion of Counsel. In accordance with the terms of the Indenture, after the supplemental indenture becomes effective, the Company will notify Holders of such event in accordance with the Indenture.

        The Indenture also provides that the Company may designate any Restricted Entity other than, following the PTP Conversion, the PTP Parent as a Non-Guarantor Entity if the Consolidated Total Assets of such Restricted Entity, together with the Consolidated Total Assets of all then-existing Non-Guarantor Entities designated pursuant to the Indenture on a combined and Consolidated basis and taken as a whole without duplication, would not represent 10% or more of the Company's

42

Consolidated Total Assets or, following the PTP Conversion, 10% or more of the PTP Parent's Consolidated Total Assets as of the end of the most recently completed fiscal quarter of the Company or the PTP Parent, as applicable (the foregoing, the "Non-Guarantor Limitation"); provided that, for the avoidance of doubt, the foregoing restrictions shall not apply to, and any calculation with respect to the Non-Guarantor Limitation shall not include, any Foreign Manager Owned Affiliates. If, as of the end of any fiscal quarter of the Company or PTP Parent, as applicable, the Consolidated Total Assets of the Non-Guarantor Entities, on a combined and Consolidated basis and taken as a whole without duplication, exceed the Non-Guarantor Limitation, the Company shall be required to add one or more Non-Guarantor Entities as Guarantors in order to comply therewith. The Company shall promptly notify the Trustee of any such addition and otherwise comply with the provisions of the Indenture regarding additional Guarantors.

        Any Subsidiary of the Company and, following the PTP Conversion, any Subsidiary of the PTP Parent (a "PTP Parent Subsidiary") that is not a Guarantor, including any Subsidiary of the Company or any PTP Parent Subsidiary that is Designated as an Unrestricted Entity pursuant to and in accordance with the Indenture, will pay the holders of its debt and its trade creditors before it will be able to distribute any of its assets to the Company or a Guarantor in the event of any bankruptcy or insolvency proceeding of such entity. In addition, holders of minority interests in these Subsidiaries of the Company or the PTP Parent, as applicable, may receive distributions prior to or pro rata with the Company or such Guarantor, depending on the terms of the equity interests.

        Any Guarantor that makes a payment under its Guarantee will be entitled, upon payment in full of all guaranteed obligations under the Indenture, to a contribution from each other Guarantor in an amount equal to such other Guarantor's pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment, as determined in accordance with GAAP.

        If a Guarantor's Guarantee of the new notes were to be rendered voidable, it could be subordinated by a court to all other Indebtedness (including other Guarantees and contingent liabilities) of the Guarantor and, depending on the amount of such Indebtedness, a Guarantor's liability on its Guarantee of the new notes could be reduced to zero. The terms of each Guarantee will be limited as necessary to seek to prevent the Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. See "Risk Factors—Risks Related to the New Notes—Federal and state fraudulent transfer laws permit a court to void the new notes and the related Guarantees, and, if that occurs, you may not receive any payments on the new notes."

Optional Redemption

        Prior to October 30, 2020, the Company may redeem, at its option, all or part of the new notes upon not less than 10 nor more than 60 days' prior notice (with a copy to the Trustee) at a redemption price equal to the sum of (i) 100% of the principal amount of the new notes to be redeemed, plus (ii) the Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interest to but not including, the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

        On or after October 30, 2020, the Company may redeem, at its option, all or part of the new notes upon not less than 10 nor more than 60 days' prior notice (with a copy to the Trustee) at the following redemption prices, expressed as percentages of the outstanding principal amount thereof, together with any accrued and unpaid interest to the date of redemption (subject to the right of Holders of record on

43

the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period commencing on October 30 of any year set forth below:

Year	Percentage
2020		104.250	%
2021		102.834	%
2022		101.417	%
2023 and thereafter		100.000	%

        "Applicable Premium" means, with respect to any new note on any date of redemption, as determined by the Company, the excess (if any) of (a) the present value at such date of redemption of (1) the redemption price of such new note at October 30, 2020, as set forth in the table above plus (2) all required interest payments due on such new note through October 30, 2020 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate on such date of redemption plus 50 basis points over (b) the principal amount outstanding of such new note.

        "Treasury Rate" means, as of any date of redemption, the yield to maturity as of such date of redemption of U.S. Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the date of redemption (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the date of redemption to October 30, 2020; provided that if the period from the date of redemption to such date is not equal to the constant maturity of a U.S. Treasury security for which a yield is given, the Treasury yield shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the yields of the nearest U.S. Treasury securities for which such yields are given, except that if the period from the date of redemption to such date is less than one year, the weekly average yield on actually traded U.S. Treasury securities adjusted to a constant maturity of one year will be used.

        In addition, until October 30, 2020, the Company may, at its option, on one or more occasions, redeem up to 35% of the aggregate principal amount of new notes at a redemption price equal to 108.500% of the aggregate principal amount thereof (such percentage to be equal to 100% plus the annual coupon on the new notes), plus accrued and unpaid interest to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% of the sum of the original aggregate principal amount of new notes issued under the Indenture and the original principal amount of any additional new notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

        In the event that less than all of the new notes are to be redeemed at any time, DTC will select the new notes to be redeemed by lot in accordance with its applicable procedures in the case of new notes represented by the global note and otherwise on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate, subject to the redemption procedures of the applicable depositary. No new notes of a principal amount of $1,000 or less may be redeemed in part and new notes of a principal amount in excess of $1,000 may be redeemed in part in multiples of $1,000 only so long as any principal amount of new notes remaining unredeemed is in an authorized denomination.

        The Company will pay the applicable redemption price for any new note together with accrued and unpaid interest thereon through, but excluding, the date of redemption. On and after the date of redemption, interest will cease to accrue on new notes or portions thereof called for redemption as long as the Company has deposited with the paying agent immediately available funds in satisfaction of

44

the redemption price pursuant to the Indenture. Upon redemption of any new notes by the Company, such redeemed new notes will be cancelled.

Mandatory Redemption; Offers to Purchase; Open Market Purchases

        Under certain circumstances, the Company may be required to offer to purchase new notes as described under "—Certain Covenants—Change of Control Triggering Event." The Company may at any time and from time to time purchase new notes through tender offers, in the open market, in negotiated transactions or otherwise. Any such purchases shall be conducted in accordance with applicable securities laws, and may be made so long as such purchase does not otherwise violate the terms of the Indenture. New notes acquired and held by the Company or Affiliates thereof may not be voted in any vote of Holders and may be subject to other limitations.

Registration Rights

        Holders will have registration rights pursuant to the terms of a Registration Rights Agreement, as described under "Exchange Offers; Registration Rights."

Financial Information Following the PTP Conversion

        Under generally accepted accounting principles, the PTP Conversion was accounted for on a historical cost basis whereby the consolidated assets and liabilities of the PTP Parent were recorded at the historical cost of CIFC as reflected on CIFC's consolidated financial statements. Accordingly, the consolidated financial statements of the PTP Parent immediately following the PTP Conversion are substantially similar to the consolidated financial statements of CIFC immediately prior to the PTP Conversion. Any reference in this Description of the New Notes to a Four Quarter Period, twelve-month period or other period with respect to financial information of the Company or the PTP Parent which period includes the date the PTP Conversion is consummated (the "Conversion Date") refers to (i) the financial information of CIFC for any portion of such period prior to the Conversion Date, and (ii) the financial information of the PTP Parent for any portion of such period following the Conversion Date.

Certain Covenants

Suspension of Covenants

        During any period of time that (i) the new notes have an Investment Grade Rating from any Rating Agency and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a "Covenant Suspension Event"), the Company and the Restricted Entities will not be subject to the provisions of the Indenture described under:

1.

"—Limitation on the Incurrence of Additional Indebtedness";



2.

"—Limitation on Guarantees";



3.

"—Limitation on Designation of Unrestricted Entities";



4.

"—Limitation on Restricted Payments";



5.

"—Limitation on Asset Sales and Sales of Subsidiary Stock";



6.

clause (2) of "—Limitation on Merger, Consolidation or Sale of Assets;" and



7.

"—Limitation on Transactions with Affiliates;"

        (collectively, the "Suspended Covenants").

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        In the event that the Company and the Restricted Entities are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the "Reversion Date") a Rating Agency withdraws its Investment Grade Rating or downgrades its rating assigned to the new notes below an Investment Grade Rating so that the new notes no longer have an Investment Grade Rating from any Rating Agency then rating the new notes, then the Company and the Restricted Entities will thereafter again be subject to the Suspended Covenants. The period of time from the date of the Covenant Suspension Event until the Reversion Date is referred to as the "Suspension Period." If after any Reversion Date, an additional Covenant Suspension Event occurs, the Company and the Restricted Entities will again not be subject to the Suspended Covenants. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period).

        On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified as having been Incurred pursuant to clause (1) or any subclause of clause (2) of "—Limitation on the Incurrence of Additional Indebtedness" below (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to clause (1) or any subclause of clause (2) of "—Limitation on the Incurrence of Additional Indebtedness," such Indebtedness will be deemed to have been outstanding on the Issue Date (it being understood that any such Indebtedness that could have been incurred only pursuant to subclause (l) of clause (2) shall nevertheless be deemed to have been outstanding on the Issue Date), so that, in each case, such Indebtedness is classified as permitted under clause (2)(c) of "—Limitation on the Incurrence of Additional Indebtedness." Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under "—Limitation on Restricted Payments" will be made as though the covenant described under "—Limitation on Restricted Payments" had been in effect since the Issue Date and throughout the Suspension Period.

        On the Reversion Date, any Affiliate Transaction entered into after the Reversion Date pursuant to a contract agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Company entered into during the Suspension Period will be deemed to have been in effect as of the Issue Date for purposes of clause (2)(c) under "—Limitation on Transactions with Affiliates."

        On the Reversion Date, for purposes of "—Limitation on Asset Sales and Sales of Subsidiary Stock," the unutilized Excess Proceeds amount will be reset to zero.

        There can be no assurance that the new notes will ever achieve or maintain Investment Grade Ratings.

Change of Control Triggering Event

        Upon the occurrence of a Change of Control Triggering Event, each Holder will have the right to require that the Company purchase all or a portion (in principal amounts of $1,000 and multiples of $1,000 in excess thereof) of the Holder's new notes at a purchase price equal to 101% of the outstanding principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of purchase (the "Change of Control Payment"). Notwithstanding the occurrence of a Change of Control Triggering Event, the Company will not be obligated to repurchase the new notes under this covenant if it has exercised its rights to redeem all the new notes under "—Optional Redemption."

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        Holders will not be entitled to require the Company to purchase their notes in the event of a takeover, recapitalization, leveraged buyout or similar transaction which is not a Change of Control Triggering Event.

        Within 30 days following the date upon which the Change of Control Triggering Event occurred, the Company must notify the Trustee in accordance with the Indenture (who shall forward to each Holder), offering to purchase the new notes as described above (a "Change of Control Offer"). The Change of Control Offer shall state, among other things, the purchase date, which must be no earlier than 10 days nor later than 60 days from the date of notice, other than as may be required by law (the "Change of Control Payment Date").

        On the Business Day prior to the Change of Control Payment Date, the Company will, to the extent lawful, deposit with the Trustee, as paying agent, funds in an amount equal to the Change of Control Payment in respect of all new notes or portions thereof so tendered. On the Change of Control Payment Date, the Company will, to the extent lawful:

(1)

accept for payment all new notes or portions thereof properly tendered and not withdrawn pursuant to the Change of Control Offer; and



(2)

deliver or cause to be delivered to the Trustee for cancellation the new notes so accepted together with an Officers' Certificate stating the aggregate principal amount of new notes or portions thereof being purchased by the Company.

        If only a portion of a new note is purchased pursuant to a Change of Control Offer, adjustments to the amount and beneficial interests in the global note will be made, or should the new notes be Certificated Notes, a new note in a principal amount equal to the portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation of the original note.

        The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all new notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the Indenture as described under "—Optional Redemption" and the new notes are redeemed in full in accordance therewith within 60 days of such notice, unless and until there is a default in payment of the applicable redemption price.

        New notes repurchased by the Company pursuant to a Change of Control Offer will be cancelled and cannot be reissued. New notes purchased by a third party pursuant to the preceding paragraph will have the status of new notes issued and outstanding.

        In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding notes accept and do not withdraw their acceptance of a Change of Control Offer and the Company or a third party purchases all of the new notes held by such Holders, the Company will have the right, on not less than 10 nor more than 60 days' prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the new notes that remain outstanding following such purchase at a purchase price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, on the new notes that remain outstanding, to the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

        Other existing and future Indebtedness of the Company and the Restricted Entities may contain prohibitions on the occurrence of events that would constitute a Change of Control Triggering Event or require that such other Indebtedness be repurchased upon a Change of Control Triggering Event.

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Moreover, the exercise by the Holders of their right to require the Company to repurchase the new notes upon a Change of Control Triggering Event could cause a default under such Indebtedness even if the Change of Control Triggering Event itself does not.

        If a Change of Control Offer occurs, there can be no assurance that the Company will have available funds sufficient to make the Change of Control Payment for all the new notes that might be delivered by Holders seeking to accept the Change of Control Offer, which could cause a default under other existing and future Indebtedness. Moreover, the exercise by the Holders of their right to require the Company to repurchase the new notes could cause a default under such other existing and future Indebtedness, even if the Change of Control Payment itself does not, due to the financial effect of such repurchase on the Company or its Subsidiaries. In the event the Company is required to purchase outstanding notes pursuant to a Change of Control Offer, the Company expects that it would seek third-party financing to the extent it does not have available funds to meet its purchase obligations and any other obligations in respect of Senior Indebtedness. However, there can be no assurance that the Company would be able to obtain necessary financing. See "Risk Factors—Risks Related to the New Notes—We may not be able to finance a change of control offer required by the Indenture."

        The Company and, following the PTP Conversion, the PTP Parent, as applicable, will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations, to the extent that such laws and regulations are applicable in connection with the purchase of new notes in connection with a Change of Control Offer.

        To the extent that the provisions of any securities laws or regulations conflict with the "Change of Control Triggering Event" provisions of the Indenture, the Company and, following the PTP Conversion, the PTP Parent, as applicable, will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Indenture by doing so.

        The Change of Control Offer feature of the new notes may in certain circumstances make more difficult or discourage a sale or takeover of the Company or, following the PTP Conversion, the PTP Parent, or their respective Subsidiaries, and, thus, the removal of incumbent management.

        Subject to the limitations discussed below, the Company and the Restricted Entities could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control Triggering Event, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect the capital structure of the Company or the Restricted Entities, or their then prevailing credit ratings. Restrictions on the ability of the Company and the Restricted Entities to Incur additional Indebtedness are contained in the covenants described under "—Limitation on the Incurrence of Additional Indebtedness." Such restrictions can only be waived with the consent of the Holders of a majority in principal amount of the new notes then outstanding.

        The definition of Change of Control Triggering Event includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of the Company or, following the PTP Conversion, the PTP Parent, and their respective Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder to require the Company to repurchase its new notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of such entities, taken as a whole to another Person or group may be uncertain.

        The provisions under the Indenture relating to the Company's obligation to make an offer to repurchase the new notes as a result of a Change of Control Triggering Event may be waived or modified with the written consent of the Holders of a majority in principal amount of the new notes.

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SEC Reports and Reports to Holders

        Whether or not the Company or, following the PTP Conversion, the PTP Parent, is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, it shall provide the Trustee and, upon written request, the Holders of new notes within fifteen (15) Business Days after filing, or in the event no such filing is required, within fifteen (15) Business Days after the end of the time periods specified in the SEC's rules and regulations for a filer that is a "non-accelerated filer" with substantially the same quarterly and annual financial statements required to be contained in a filing with the SEC on Forms 10-Q and 10-K (but, for the avoidance of doubt, the other disclosure requirements contained in such forms shall not be applicable), and, with respect to the annual financial information only, an audit report on the annual financial statements by the Company's or, following the PTP Conversion, the PTP Parent's certified independent accountants; provided that, the foregoing delivery requirements will be deemed satisfied if the foregoing materials are available on the SEC's EDGAR system or on the Company's website or, if the Company or, following the PTP Conversion, the PTP Parent, is not then subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, on a nonpublic website or posting through an electronic data room or filing sharing or similar service) within the applicable time period specified above.

        To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Company or, following the PTP Conversion, the PTP Parent will be deemed to have satisfied its obligations with respect thereto at such time and any Default or Event of Default with respect thereto shall be deemed to have been cured; provided, that such cure shall not otherwise affect the rights of the Holders under "Events of Default and Remedies" if the Trustee or Holders of at least 30% in principal amount of the then total outstanding notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure.

        In addition, to the extent not satisfied by the above, for so long as any of the new notes remain outstanding and constitute "restricted securities" under Rule 144, the Company or, following the PTP Conversion, the PTP Parent, will furnish to the Holders and prospective investors in the new notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act; provided, that for this purpose, following the PTP Conversion, the PTP Parent shall be deemed to be the "issuer" of the new notes within the meaning of Rule 144A(d)(4).

        Any information filed with, or furnished to, the SEC within the time periods specified in this covenant shall be deemed to have been furnished to the Holders as required by this covenant, and to the extent such filings comply with the rules and regulations of the SEC regarding such filings, they will be deemed to comply with the requirements of this covenant.

        If at any time following the PTP Conversion, any direct or indirect parent company of the PTP Parent becomes a Guarantor (there being no obligation to do so) and such entity holds no material assets other than cash, Cash Equivalents and the Capital Stock of the PTP Parent and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provision), the reports, information and other documents required to be filed and furnished to Holders pursuant to this covenant may, at the option of the Company, be filed by and be those of such other parent company rather than the PTP Parent.

Limitation on the Incurrence of Additional Indebtedness

(1)

The Company and, following the PTP Conversion, the PTP Parent, each will not, and will not cause or permit any Restricted Entity under their respective control to, directly or indirectly, Incur any Indebtedness, including Acquired Indebtedness, except that the Company or any Restricted Entity may Incur Indebtedness, including Acquired Indebtedness, if, at the time of

49

and immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Company or, following the PTP Conversion, of the PTP Parent, is greater than 2.5 to 1.0.

(2)

Notwithstanding clause (1) above, the Company and the Restricted Subsidiaries and, following the PTP Conversion, the PTP Parent and the Restricted Entities, as applicable, may Incur the following Indebtedness ("Permitted Indebtedness"):



(a)

the new notes and the Guarantees, excluding any additional notes, but including any new notes (and any related Guarantees) issued pursuant to the Registration Rights Agreement in exchange for the new notes;



(b)

the incurrence of Indebtedness (which, for the avoidance of doubt, may be either secured or unsecured) under Credit Facilities by the Company or any of the Restricted Entities and the issuance and creation of letters of credit and bankers' acceptances thereunder (with letters of credit and bankers' acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $10.0 million, outstanding at any one time, less any permanent payments actually made by the borrower thereunder following the Issue Date in respect of Indebtedness thereunder with Net Cash Proceeds from an Asset Sale;



(c)

Indebtedness of the Company and the Restricted Subsidiaries outstanding on the Issue Date;



(d)

Hedging Obligations entered into by the Company and the Restricted Entities in the ordinary course of business (including interest rate hedges against other Indebtedness of the Company and the Restricted Entities) and not for speculative purposes;



(e)

intercompany Indebtedness between the Company and any Restricted Entity or between any Restricted Entities; provided, that:



(A)

if the Company or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full of all obligations under the new notes and the Indenture in the case of the Company, or such Guarantor's Guarantee, in the case of any Guarantor, and



(B)

in the event that at any time any such Indebtedness ceases to be held by the Company or a Restricted Entity, such Indebtedness shall be deemed to be Incurred and not permitted by this clause (e) at the time such event occurs;



(f)

Indebtedness of the Company or any of the Restricted Entities arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (including daylight overdrafts paid in full by the close of business on the day such overdraft was Incurred) drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness is extinguished within five Business Days of Incurrence;



(g)

Indebtedness of the Company or any of the Restricted Entities represented by bid, surety or performance bonds or letters of credit for the account of the Company or any Restricted Entity, as the case may be, issued in the ordinary course of business and not for financing purposes, and reimbursement obligations in respect thereof;



(h)

Refinancing Indebtedness in respect of:



(A)

Indebtedness (other than Indebtedness owed to the Company or a Restricted Entity) Incurred pursuant to clause (1) above (it being understood that no Indebtedness outstanding on the Issue Date is Incurred pursuant to such clause (1) above), or

50

(B)

Indebtedness Incurred pursuant to clauses (b), (c) and (d) above, this clause (h) and clauses (j) and (k) below;



(i)

Indebtedness arising from agreements entered into by the Company or a Restricted Entity providing for bona fide indemnification, adjustment of purchase price or similar obligations (including in respect of earn-outs not for financing purposes), or from customary guarantees or performance bonds securing any obligations of the Company or any of the Restricted Entities pursuant to such agreements, in each case, Incurred or assumed in connection with the acquisition or disposition of any business, assets or Capital Stock of a Restricted Entity, provided that, in the case of a disposition, the maximum aggregate liability in respect of such Indebtedness shall at no time exceed the gross proceeds actually (including non-Cash proceeds based on their Fair Market Value at the time received) received by the Company and the Restricted Entities in connection with such disposition;



(j)

Indebtedness of the Company or any Restricted Entity to the extent the net proceeds thereof are promptly (i) used to purchase notes pursuant to a Change of Control Offer or a tender offer, or (ii) deposited to defease the new notes as described under "—Defeasance of Certain Covenants;"



(k)

Permitted Acquisition Indebtedness;



(l)

Indebtedness representing deferred compensation to employees, officers or directors of the Company or any Restricted Entity incurred in the ordinary course of business, consistent with industry practices and on commercially reasonable terms under the circumstances existing at the time such deferred compensation arrangement is established;



(m)

(A)  Guarantees by (1) the Company of Indebtedness of any Restricted Entity permitted to be Incurred by such Restricted Entity under this covenant and (2) any Restricted Entity of any Indebtedness of the Company or another Restricted Entity permitted to be Incurred under this covenant by the Company or such other Restricted Entity; and



(B)

Indebtedness constituting a Lien included in clause (7) of the definition of Indebtedness (1) Incurred by the Company in respect of Indebtedness of a Restricted Entity permitted to be Incurred by such Restricted Entity under this covenant and (2) Incurred by a Restricted Entity in respect of Indebtedness of the Company or another Restricted Entity permitted to be Incurred under this covenant by the Company or such Restricted Entity (excluding Indebtedness of any such other Restricted Entity permitted under clause (d) of this definition of Permitted Indebtedness or Refinancing Indebtedness in respect thereof), as the case may be, which Lien is granted in compliance with, if applicable, "—Limitation on Liens."



(3)

For purposes of determining compliance with, and the outstanding principal amount of, any particular Indebtedness Incurred pursuant to and in compliance with this covenant, the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP. Accrual of interest, the accretion or amortization of original issue discount, the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Disqualified Capital Stock in the form of additional Disqualified Capital Stock with the same terms will not be deemed to be an Incurrence of Indebtedness for purposes of this covenant; provided, that any such outstanding additional Indebtedness or Disqualified Capital Stock paid in respect of Indebtedness Incurred

51

pursuant to any provision of clause (2) of this covenant will be counted as Indebtedness outstanding thereunder for purposes of any future Incurrence under such provision.

(4)

In the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in clauses (1) and (2) (or any subclause thereof) of this covenant, the Company, in its sole discretion, will be permitted to classify such item of Indebtedness on the date of its Incurrence, and will only be required to include the amount and type of such Indebtedness in one of such clauses (or subclauses) although the Company may divide and classify an item of Indebtedness in one or more of the types of Indebtedness and may later re-divide or reclassify all or a portion of such item of Indebtedness in any manner that complies with this covenant. For the avoidance of doubt, Indebtedness permitted by clause (o) of the definition of Permitted Indebtedness will be without duplication for the underlying Indebtedness that is Guaranteed or for which a Lien is granted in accordance with such clause (o).



(5)

For purposes of determining compliance with this covenant, the U.S. dollar-equivalent principal amount of Indebtedness denominated in foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred in the case of term Indebtedness (or first committed in the case of revolving credit Indebtedness), provided, that if such Indebtedness is Incurred to refinance other Indebtedness denominated in foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced, in each case, in the applicable foreign currency. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company or any Restricted Entity may Incur pursuant to this covenant shall not be deemed to be exceeded as a result solely of fluctuations in exchange rates or currency values.

Limitation on Indebtedness for Money Borrowed

        Neither the Company nor, following the PTP Conversion, the PTP Parent, may Incur any Indebtedness for money borrowed otherwise permitted hereunder as Permitted Indebtedness if the Incurrence of such Indebtedness for money borrowed would result in a Rating of the new notes lower than the Required Rating, after giving effect to such Incurrence of Indebtedness for money borrowed. In order for the Company or the PTP Parent to Incur Indebtedness in accordance with the provisions hereof, such entity shall obtain an affirmation of each Rating Agency then rating and monitoring the new notes (which affirmation may be by email) that, after giving effect to the proposed Incurrence of Indebtedness for money borrowed, the Rating of the new notes will be at least equal to the Required Rating.

Limitation on Guarantees

        The Company and, following the PTP Conversion, the PTP Parent will not permit any Restricted Entity under their respective control (other than a Guarantor in respect of a Guarantee of the new notes) to Guarantee any Indebtedness of the Company or any Guarantor or to secure any Indebtedness of the Company or any Guarantor with a Lien on the assets of such Restricted Entity (other than Permitted Liens), unless contemporaneously therewith (or prior thereto) such Restricted Entity

52

executes and delivers a supplemental indenture to the Indenture providing a Guarantee of the new notes by such Restricted Entity; provided that no Restricted Entity will be required to Guarantee the new notes to the extent it is prohibited by law from doing so. Any Guarantee by any such Restricted Entity of Subordinated Indebtedness of the Company or any Guarantor will be subordinated and junior in right of payment to the contemporaneous Guarantee of the new notes by such Restricted Entity.

Limitation on Designation of Unrestricted Entities

        The Company may designate on or after the Issue Date any direct or indirect Subsidiary of the Company and, following the PTP Conversion, the PTP Parent may designate any direct or indirect Subsidiary of the PTP Parent (other than the Company) as an "Unrestricted Entity" under the Indenture (a "Designation") only if:

(1)

no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such Designation;



(2)

at the time of and after giving effect to such Designation, the Company or the PTP Parent, as applicable, could Incur at least $1.00 of additional Indebtedness pursuant to clause (1) of "—Limitation on the Incurrence of Additional Indebtedness"; and



(3)

the Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to the first paragraph of "—Limitation on Restricted Payments" or as a Permitted Investment in an amount (the "Designation Amount") equal to the amount of the Company's or, following the PTP Conversion, the PTP Parent's or Company's Investment, as applicable, in such Subsidiary or Restricted Entity on such date (whether made directly or through another Subsidiary thereof).

        Neither the Company nor any Restricted Entity will at any time:

(1)

provide credit support for, subject any of its property or assets (other than the Capital Stock of any Unrestricted Entity) to the satisfaction of, or Guarantee, any Indebtedness of any Unrestricted Entity (including any undertaking, agreement or instrument evidencing such Indebtedness);



(2)

be directly or indirectly liable for any Indebtedness of any Unrestricted Entity; or



(3)

be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Entity,

except, in each case, for any non-recourse Guarantee given solely to support the pledge by the Company or any Restricted Entity of the Capital Stock of such Unrestricted Entity.

        The Company may revoke any Designation of a direct or indirect Subsidiary of the Company or, following the PTP Conversion, the PTP Parent may revoke any Designation of any direct or indirect PTP Parent Subsidiary, as an Unrestricted Entity (a "Revocation") only if:

(1)

no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and



(2)

all Liens and Indebtedness of such Unrestricted Entity outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of the Indenture.

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        The Designation of a direct or indirect Subsidiary of the Company or, following the PTP Conversion, of the PTP Parent, as an Unrestricted Entity shall be deemed to include the Designation of all of the direct and indirect Subsidiaries of such Subsidiary. The Company will be required to promptly notify the Trustee of all such Designations and Revocations and all Designations and Revocations must comply with the preceding provisions.

        Notwithstanding anything to the contrary herein, the Company and, following the PTP Conversion, the PTP Parent may not designate any direct or indirect Subsidiary of the PTP Parent as an "Unrestricted Entity" under the Indenture if, at the time of such proposed designation, the Non-Guarantor Limitation would prohibit the Company or the PTP Parent, as applicable, from designating such Subsidiary as a Non-Guarantor; provided that, for the avoidance of doubt, the foregoing restrictions shall not apply to, and any calculation with respect to the Non-Guarantor Limitation shall not include, any Foreign Manager Owned Affiliates.

Limitation on Restricted Payments

        The Company and, following the PTP Conversion, the PTP Parent each will not, and will not cause or permit any Restricted Entity under their respective control to, directly or indirectly, take any of the following actions (each, a "Restricted Payment"):

(a)

declare or pay any dividend or return of capital or make any distribution on or in respect of shares of Capital Stock of the Company or any Restricted Entity to holders of such Capital Stock, other than:



(1)

dividends or distributions payable in Qualified Capital Stock of, (i) prior to the PTP Conversion, the Company and, (ii) following the PTP Conversion, the PTP Parent;



(2)

dividends or distributions payable to the Company and/or a Restricted Entity; or



(3)

in the case of a Restricted Entity that is not wholly-owned, dividends, distributions or returns of capital made on a pro rata basis to the Company and the Restricted Entities, on the one hand, and the other holders of Capital Stock of a Restricted Entity, on the other hand (or on a less than pro rata basis to any other holder);



(b)

purchase, redeem or otherwise acquire or retire for value:



(1)

any Capital Stock of, (i) prior to the PTP Conversion, the Company and, (ii) following the PTP Conversion, the PTP Parent (other than, in all cases, purchases, redemptions, acquisitions or retirements made with Qualified Capital Stock of the Company or the PTP Parent, as applicable), or



(2)

any Capital Stock of any Restricted Entity that is held by an Affiliate of the Company, except for:



(i)

Capital Stock held by the Company or a Restricted Entity, or



(ii)

purchases, redemptions, acquisitions or retirements for value of Capital Stock on a pro rata basis from the Company and/or any Restricted Entities, on the one hand, and other holders of Capital Stock of a Restricted Entity, on the other hand, according to their respective percentage ownership of the Capital Stock of such Restricted Entity;



(c)

make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, as the case may be, any Subordinated Indebtedness (other than (A) any inter-company Indebtedness between or among the Company and or any Restricted Entity or (B) the principal payment on or the purchase, repurchase, redemption,

54

defeasance, retirement or other acquisition for value of Subordinated Indebtedness made in satisfaction of or anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, purchase, repurchase, redemption, defeasance, retirement or other acquisition), or

(d)

make any Investment (other than Permitted Investments); provided, however, that any Permitted Investments otherwise permitted under item (17) of the definition thereof made in a Foreign Manager Owned Affiliate shall not be a "Permitted Investment" for purposes hereof if the Consolidated Total Senior Indebtedness to Adjusted Consolidated ENI EBITDA Ratio of the Company or, following the PTP Conversion, the PTP Parent, at the time of such Investment, is greater than 2.50 to 1.0;

if at the time of the Restricted Payment, immediately after giving effect thereto:

(I)

a Default or an Event of Default shall have occurred and be continuing;



(II)

the Company or, following the PTP Conversion, the PTP Parent is not able to Incur at least $1.00 of additional Indebtedness pursuant to clause (1) of "—Limitation on the Incurrence of Additional Indebtedness;" or



(III)

the aggregate amount (the amount expended for these purposes, if other than in cash, being the Fair Market Value of the relevant property as reasonably determined in good faith by the Company) of the proposed Restricted Payment and all other Restricted Payments made subsequent to the Issue Date up to the date thereof shall exceed the sum of:



(A)

with respect to the period, treated as one accounting period, beginning on January 1, 2015 to the end of the most recent fiscal quarter for which consolidated financial information of (i) prior to the PTP Conversion, the Company and, (ii) following the PTP Conversion, the PTP Parent, is available:



(x)

if the cumulative Adjusted Consolidated ENI of the Company and/or the PTP Parent, as applicable and without duplication, for such period is a positive amount, 50% of such cumulative Adjusted Consolidated ENI, or



(y)

if the cumulative Adjusted Consolidated ENI of the Company and/or the PTP Parent, as applicable and without duplication, for such period is a negative amount, minus 100% of such amount; plus



(B)

Following the PTP Conversion, with respect to any period during which the equityholders of the PTP Parent are responsible for the payment of U.S. federal, state and/or local income taxes (as the term income taxes is determined in accordance with GAAP) with respect to their pro rata share of the PTP Parent's taxable income (as determined for U.S. tax purposes), for the primary purpose of offsetting the Company's good faith estimate of the tax liability of a holder of Capital Stock of the PTP Parent as a result of holding such shares (applying, for the purposes of such good faith estimate, the tax liability of U.S. holders at the highest marginal rate in the U.S., giving effect to federal, state and local rates), up to an additional 25% of cumulative Adjusted Consolidated ENI of the PTP Parent for such period, but only to the extent that the Consolidated Fixed Charge Coverage Ratio of the PTP Parent for the most recently completed fiscal quarter of the PTP Parent is at least 2.5 to 1.0; plus

55

(C)

100% of the aggregate net cash proceeds, Cash Equivalents or Fair Market Value of other property, received by (1) prior to the PTP Conversion, the Company and, (2) following the PTP Conversion, the PTP Parent, from any Person from any:



(i)

contribution on or subsequent to the Issue Date to the equity capital of the Company or the PTP Parent, as applicable, not representing an interest in Disqualified Capital Stock;



(ii)

issuance and sale (or, in the case of property, exchange) on or subsequent to the Issue Date of Qualified Capital Stock of the Company or the PTP Parent, as applicable; or



(iii)

issuance and sale on or subsequent to the Issue Date (and, in the case of Indebtedness of a Restricted Entity, at such time as it was a Restricted Entity) of any Indebtedness of the Company or any Restricted Entity that has been converted into or exchanged for Qualified Capital Stock of the Company or, following the PTP Conversion, the PTP Parent,

excluding, in each case, any such net cash proceeds:

(x)

received from a Restricted Entity or, following the PTP Conversion, the Company or a Restricted Entity; or



(y)

applied in accordance with clause (2) or (3) (x) of the second paragraph of this covenant below; plus

(D)

any Investment Return; plus

(E)

100% of any dividend or distributions received by the Company or any Restricted Entity from any Unrestricted Entity, to the extent such amounts were not otherwise included in Adjusted Consolidated ENI of the Company or the PTP Parent, as applicable;

        Notwithstanding the preceding paragraph, this covenant does not prohibit:

(1)

the payment of any dividend or distribution or the consummation of any irrevocable redemption of Subordinated Indebtedness within 60 days after the date of declaration of such dividend or distribution or giving of the redemption notice, as the case may be, if the dividend, distribution or redemption would have been permitted on the date of declaration or notice pursuant to the preceding paragraph;



(2)

if no Default or Event of Default has occurred and is continuing, the making of any Restricted Payment through the application of the net cash proceeds received by the Company or, following the PTP Conversion, the PTP Parent, from a substantially concurrent sale of Qualified Capital Stock of the Company or the PTP Parent, as applicable, or a contribution to the equity capital of the Company or the PTP Parent, as applicable, not representing an interest in Disqualified Capital Stock, in each case not received from a Restricted Entity; provided, that the value of any such Qualified Capital Stock used or the net proceeds of which are used to make a Restricted Payment pursuant to this clause (2) shall be excluded from clause (III)(C) of the first paragraph of this covenant (and were not included therein at any time);

56

(3)

if no Default or Event of Default has occurred and is continuing, the voluntary prepayment, purchase, defeasance, redemption or other acquisition or retirement for value of any Subordinated Indebtedness:



(x)

solely through the use of, or through the application of net cash proceeds of a substantially concurrent sale, other than a sale to a Restricted Entity, of Qualified Capital Stock of the Company or, following the PTP Conversion, the PTP Parent;



(y)

solely through the use of Indebtedness permitted under clause (1) of "—Limitation on the Incurrence of Additional Indebtedness;" or



(z)

from Net Cash Proceeds from Asset Sales remaining after the application thereof as required by the covenant described under "—Limitation on Asset Sales and Sales of Subsidiary Stock" (including after making an Asset Sale Offer pursuant to such covenant and the application of the entire Asset Sale Offer Amount to purchase all new notes tendered pursuant to such Asset Sale Offer);

provided, that the value of any Qualified Capital Stock issued to prepay, purchase, defease, redeem or otherwise acquire or retire any Subordinated Indebtedness and any net cash proceeds referred to above shall be excluded from clause (III)(C) of the first paragraph of this covenant (and were not included therein at any time);

(4)

repurchases, retirements or other acquisitions by the Company or, following the PTP Conversion, the PTP Parent, of Capital Stock (other than Disqualified Capital Stock) of the Company or the PTP Parent, as applicable, from any current, future or former employees, officers, directors or consultants of the Company or a Restricted Entity (or, in the case of the death or disability of any of the foregoing, their respective authorized representatives), pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the amount of any such repurchases, retirements or other acquisitions shall not exceed $5.0 million in any fiscal year plus cash proceeds from any sale of Capital Stock (other than Disqualified Capital Stock) of the Company or, following the PTP Conversion, the PTP Parent, to members of management, employees, officers, directors or consultants of the Company or any Restricted Entity that occurs after the Issue Date, to the extent such proceeds have not otherwise been applied to the payment of Restricted Payments pursuant to paragraph (3) of this subsection;



(5)

the repurchase of Capital Stock deemed to occur upon the exercise or vesting of stock options, warrants or phantom stock (or, following the PTP Conversion with respect to the PTP Parent, similar rights in the PTP Parent's equity), in each case, to the extent such Capital Stock (i) represents all or a portion of the exercise price of those stock options, warrants or phantom stock (or, following the PTP Conversion with respect to the PTP Parent, similar rights in the PTP Parent's equity) or (ii) are surrendered in connection with satisfying any federal or state tax obligation incurred in connection with such exercise or vesting;



(6)

the declaration and payment of dividends or distributions to holders of Disqualified Capital Stock of the Company or any Restricted Entity issued in accordance with the covenant described under "—Limitation on the Incurrence of Additional Indebtedness";



(7)

cash payments in lieu of the issuance of fractional shares (i) in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company or, following the PTP Conversion, the PTP Parent and (ii) arising out of stock dividends, splits, combinations or business combinations;



(8)

redemption or other acquisition or retirement for value of any Subordinated Indebtedness of the Company or any Guarantor pursuant to and in accordance with the terms of a "change of

57

control" covenant set forth in the indenture or other agreement pursuant to which such Subordinated Indebtedness is issued and such "change of control" covenant is similar to the Change of Control Triggering Event provision included in the Indenture; provided, that the Company (or another Person) has repurchased all new notes required to be repurchased by the Company under the caption "—Change of Control Triggering Event" prior to the purchase, redemption or other acquisition or retirement for value of such Subordinated Indebtedness pursuant to the applicable "change of control" covenant;

(9)

any payments made to employees, directors or officers pursuant to any profit sharing plan, or similar arrangements, of the Company or any Restricted Entity, established in the ordinary course of business, consistent with industry practices and on commercially reasonable terms under the circumstances existing at the time such profit sharing plan or similar arrangement is established;



(10)

payments or distributions to dissenting stockholders pursuant to applicable law in connection with a merger, consolidation or transfer of all or substantially all of the Company's or, following the PTP Conversion, the PTP Parent's, property or assets that complies with the Indenture, provided that as a result of such merger, consolidation or transfer of all or substantially all of the Company's or PTP Parent's, as applicable, property or assets, the Company shall have made a Change of Control Offer or Asset Sale Offer and all new notes tendered by Holders in connection therewith shall have been repurchased, redeemed or acquired in accordance with the Indenture;



(11)

fees paid to DFR Holdings LLC in an amount up to $2.0 million per annum;



(12)

the acquisition, in open market purchases or otherwise of the Company's or, following the PTP Conversion, the PTP Parent's, Capital Stock (other than Disqualified Capital Stock) in an aggregate amount not to exceed $5.5 million, plus an amount in any fiscal year that does not exceed $2.0 million; provided that up to $1.0 million of such annual excess amount that is not utilized by the Company or the PTP Parent, as applicable, to acquire Capital Stock of the Company or the PTP Parent, as applicable, in any fiscal year may be carried forward to the immediately succeeding year; and



(13)

other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (13) not to exceed the Maximum Other Restricted Payment Amount, as of the date of determination.

        In determining the aggregate amount of Restricted Payments made subsequent to the Issue Date for purposes of clause (III) above, amounts expended pursuant to clauses (1) (without duplication for the declaration of the relevant dividend), (6) and (8) above shall be included in such calculation and amounts expended pursuant to clauses (2), (3), (4), (5), (7) and (9) through (13) above shall not be included in such calculation.

        In the event that any Restricted Payment or other payment, purchase, defeasance, redemption, retirement or other acquisition described in this covenant meets the criteria of more than one of the types of Restricted Payments or other payments, purchase, defeasances, redemptions, retirements or other acquisitions described in this covenant (including any subclause hereof), the Company, in its sole discretion, will be permitted to classify such item on the date of payment, and will only be required to include the amount and type of such item in one of such clauses (or subclauses) although the Company may divide and classify an item in one or more of the clauses (or subclauses) and may later re-divide or reclassify all or a portion of such item in any manner that complies with this covenant.

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Limitation on Asset Sales and Sales of Subsidiary Stock

        The Company and, following the PTP Conversion, the PTP Parent each will not, and will not cause or permit any Restricted Entity under their respective control to, consummate an Asset Sale unless:

(a)

the Company or the applicable Restricted Entity, as the case may be, receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Capital Stock sold or otherwise disposed of; and



(b)

at least 75% of the consideration received by the Company or the Restricted Entity, as the case may be, in the Asset Sale shall be in the form of Cash or Cash Equivalents (defined below) received at the time of such Asset Sale; provided, that for the purposes of this covenant, the following will be deemed to be "Cash Equivalents":



(1)

Cash Equivalents (as defined herein);



(2)

the assumption by the payor of the consideration of any liabilities that are included on the balance sheet (other than Subordinated Indebtedness) of the Company or any Restricted Entity and the release of the Company or such Restricted Entity from all liability in connection therewith;



(3)

any securities, notes or other obligations or assets received by the Company or any Restricted Entity from the payor of the consideration that are converted by the Company or such Restricted Entity into Cash or Cash Equivalents within 180 days of the receipt thereof (subject to ordinary settlement periods) to the extent of Cash or Cash Equivalents received in that conversion; and



(4)

the Fair Market Value of (i) any Capital Stock of a Person engaged in a Permitted Business that will become, upon purchase, a Restricted Entity or (ii) assets to be used (or intended to be used) by the Company or any Restricted Entity in a Permitted Business; and



(5)

any Designated Non-cash Consideration received by the Company or any of the Restricted Entities in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Company), taken together with all other Designated Non-cash Consideration received pursuant to this clause (5) that is at that time outstanding, not to exceed $25.0 million (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received without giving effect to subsequent changes in value).

        The Company or any Restricted Entity, as the case may be, may apply the Net Cash Proceeds of any such Asset Sale within 365 days thereof to:

(a)

repay any Senior Indebtedness of the Company or any Guarantor;



(b)

make capital expenditures in a Permitted Business;



(c)

an Investment in (1) assets (except for current assets as determined in accordance with GAAP or Capital Stock) to be used by or useful to (or intended to be used by or useful to) the Company or any Restricted Entity in a Permitted Business, or (2) all or substantially all of the assets of, or Capital Stock of, a Person engaged in, used in or useful to, a Permitted Business that will become, or the assets of which will be contributed to upon purchase, a Restricted Entity;



(d)

an Investment in assets (except for current assets as determined in accordance with GAAP or Capital Stock) or properties that replace the assets that are the subject of the corresponding Asset Sale;

59

(e)

enter into a binding commitment with a Person, other than the Company and the Restricted Entities, to apply such Net Cash Proceeds pursuant to clause (b), (c) or (d) above, provided, that such binding commitment shall be subject only to customary conditions and the applicable purchase shall be consummated within 180 days following the expiration of the aforementioned 365-day period;



(f)

permanently reduce secured Indebtedness under one or more Credit Facilities; and/or



(g)

to make any Permitted Investments permitted by clauses (12), (13), (14), (15) and (16) of the definition thereof.

        To the extent all or a portion of the Net Cash Proceeds of any Asset Sale are not applied within 365 days of the Asset Sale as described in clause (a) through (g) of the immediately preceding paragraph (or, with respect to clause (e), such later date as permitted thereunder), such amount shall constitute "Excess Proceeds."

        When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will make an offer to all Holders of new notes to purchase notes (the "Asset Sale Offer"), at a purchase price equal to 100% of the outstanding principal amount of the new notes to be purchased, plus accrued and unpaid interest thereon, to the date of purchase (the "Asset Sale Offer Amount"). The Company will purchase pursuant to an Asset Sale Offer from all tendering Holders on a pro rata basis, and, at the Company's option, on a pro rata basis with the holders of any other Senior Indebtedness or pari passu Indebtedness with similar provisions requiring the Company to offer to purchase the other Senior Indebtedness or pari passu Indebtedness with the proceeds of Asset Sales, that principal amount (or accreted value in the case of Indebtedness issued with original issue discount) of new notes and the other Senior Indebtedness or pari passu Indebtedness to be purchased equal to such unapplied Net Cash Proceeds. The Company may satisfy its obligations under this covenant with respect to the Net Cash Proceeds of an Asset Sale by making an Asset Sale Offer prior to the expiration of the relevant period for the application of such Net Cash Proceeds set forth above. Pending application in accordance with this covenant, Net Cash Proceeds may be invested in Cash Equivalents.

        Each notice of an Asset Sale Offer will be delivered in accordance with the Indenture to the record Holders as shown on the register of Holders within 20 days following such 365^th day (or any later date permitted by clause (e) above), with a copy to the Trustee offering to purchase the new notes as described above. Each notice of an Asset Sale Offer will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date of notice, other than as may be required by law (the "Asset Sale Offer Payment Date"). Upon receiving notice of an Asset Sale Offer, Holders may elect to tender their notes in whole or in part in amounts of $1,000 and in integral multiples of $1,000 in excess thereof for cash.

        Holders electing to tender their notes shall deliver a notice of election in writing to the Company in accordance with the Indenture at least 10 days before the Asset Sale Offer Payment Date.

        On the Business Day prior to the Asset Sale Offer Payment Date, the Company will, to the extent lawful, deposit with the Trustee, as paying agent, funds in an amount equal to the Asset Sale Offer Amount in respect of all new notes or portions thereof so tendered. On the Asset Sale Offer Payment Date, the Company will, to the extent lawful:

(1)

accept for payment all new notes or portions thereof properly tendered pursuant to the Asset Sale Offer; and



(2)

deliver or cause to be delivered to the Trustee an Officers' Certificate stating the aggregate principal amount of new notes or portions thereof being purchased by the Company.

        To the extent Holders and holders of other Senior Indebtedness or pari passu Indebtedness, if any, which are the subject of an Asset Sale Offer properly tender and do not withdraw notes or the other

60

Senior Indebtedness or pari passu Indebtedness in an aggregate amount exceeding the amount of Excess Proceeds, the Company will purchase the new notes, the other Senior Indebtedness or pari passu Indebtedness, if any, on a pro rata basis (based on amounts tendered). If only a portion of a new note is purchased pursuant to an Asset Sale Offer, a new note in a principal amount equal to the portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation of the original note (or appropriate adjustments to the amount and beneficial interests in a global note will be made, as appropriate). New notes (or portions thereof) purchased pursuant to an Asset Sale Offer will be cancelled and cannot be reissued.

        The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations, to the extent that such laws and regulations are applicable in connection with the purchase of new notes pursuant to an Asset Sale Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the "Asset Sale" provisions of the Indenture, the Company will comply with these laws and regulations and will not be deemed to have breached its obligations under the "Asset Sale" provisions of the Indenture by doing so.

        Upon completion of an Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Accordingly, to the extent that the aggregate amount of new notes and other Indebtedness tendered pursuant to an Asset Sale Offer is less than the aggregate amount of Excess Proceeds, the Company and/or the Restricted Entities may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture.

Limitations on Liens

        The Company and, following the PTP Conversion, the PTP Parent each will not, and will not cause or permit any Restricted Entity under their respective control to, directly or indirectly, create, incur, assume or suffer to exist any Lien that secures obligations under any Indebtedness on any asset or property of the Company or any Restricted Entity, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1)

in the case of Liens securing Subordinated Indebtedness of the Company, the new notes are secured by a Lien on such property, assets or proceeds of the Company;



(2)

in the case of Liens securing Subordinated Indebtedness of any Guarantor, the Guarantee of such Guarantor is secured by a Lien on such property, assets or proceeds of such Guarantor;



(3)

in the case of Liens securing Indebtedness (other than Subordinated Indebtedness) of the Company, the new notes are equally and ratably secured by a Lien on such property, assets or proceeds of the Company; and



(4)

in the case of Liens securing Indebtedness (other than Subordinated Indebtedness) of any Guarantor, the Guarantee of such Guarantor is equally and ratably secured by a Lien on such property, assets or proceeds of such Guarantor.

The foregoing shall not apply to:

(i)

Liens existing on the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date;



(ii)

Liens securing all of the new notes and the related Guarantees and all of the new notes issued in exchange therefor pursuant to the Registration Rights Agreement (including notes issued in exchange for additional notes) and secured by a Lien (in each case in accordance with the terms of the Indenture) and any related Guarantees;

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(iii)

Liens securing Indebtedness permitted to be incurred pursuant to clauses (a), (b), (c), (d) and (k) of the definition of "Permitted Indebtedness" and Liens securing any Refinancing Indebtedness permitted to be incurred pursuant to clause (h) of such definition provided that the Indebtedness being so Refinanced was permitted to be secured Indebtedness under the Indenture; or



(iv)

Permitted Liens.

        Any Lien created for the benefit of the Holders pursuant to this covenant shall be deemed automatically and unconditionally released and discharged upon the release and discharge of the relevant Liens described in clauses (1), (2), (3) and (4) above.

Limitation on Merger, Consolidation and Sale of Assets

(1)

The Company will not, in one or a series of transactions, consolidate or merge with or into any Person or convey, lease, transfer or otherwise dispose of all or substantially all of its properties, assets or net sales to any Person or permit any Person to merge with or into it unless:



(a)

the Company is the continuing entity, or the Person, if other than the Company, formed by such consolidation or into which the Company is merged, or the Person that acquired by sale, assignment, conveyance, transfer, lease or other disposition the properties or assets of the Company and its Subsidiaries substantially as an entirety (for purposes of this clause (1), the "Surviving Entity"), will be organized and validly existing under the laws of the United States, and shall expressly assume (jointly and severally with the Company, unless the Company shall have ceased to exist as part of such merger, consolidation or amalgamation), by a supplemental indenture (the form and substance of which shall be previously approved by the Trustee on the basis that it contains substantially the same terms and conditions as the new notes and the Indenture), all of the Company's obligations under the new notes and the Indenture;



(b)

the Surviving Entity (jointly and severally with the Company unless the Company shall have ceased to exist as a result of such merger, consolidation or amalgamation) agrees to indemnify each Holder against any tax, assessment or governmental charge thereafter imposed on such Holder solely as a consequence of such consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the new notes;



(c)

immediately after giving effect to the transaction or series of transactions, no Default or Event of Default has occurred and is continuing;



(d)

immediately after giving effect to the transaction or series of transactions, the Company (or, following the PTP Conversion, the PTP Parent) or the Surviving Entity, as the case may be, could Incur at least $1.00 of additional Indebtedness without violating the covenant described under "—Limitation on the Incurrence of Additional Indebtedness;"



(e)

the Company has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that the transaction and the supplemental indenture or Guarantee of the new notes, if applicable, comply with the Indenture and that all conditions precedent provided for in the Indenture and relating to such transaction have been complied with; and



(f)

the Company shall have delivered notice of any such transaction to the Rating Agencies then rating the new notes (which notice shall contain a description of such merger, consolidation or conveyance).

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(2)

Each Guarantor will not, and the Company and, following the PTP Conversion, the PTP Parent, will not cause or permit any Guarantor to, consolidate with or merge into, or sell or dispose of all or substantially all of its assets or Capital Stock to, any Person (other than the Company) that is not a Guarantor unless:



(a)

the Guarantor is the continuing entity, or the Person, if other than the Guarantor, formed by such consolidation or into which the Guarantor is merged, or the Person that acquired by sale, assignment, conveyance, transfer, lease or other disposition the properties or assets of the Guarantor and its Subsidiaries substantially as an entirety (for purposes of this clause (2), the "Surviving Entity"), the Surviving Entity will be organized and validly existing under any laws of the jurisdiction in which such Surviving Entity was organized, and shall expressly assume (jointly and severally with the other Guarantors or with the other Surviving Entities if such other Guarantors have ceased to exist as part of such merger, consolidation or amalgamation), by a supplemental indenture (the form and substance of which shall be previously approved by the Trustee on the basis that it contains substantially the same terms and conditions as exist under the current Indenture), all of such Guarantor's obligations under the new notes and the Indenture;



(b)

immediately after giving effect to the transaction or series of transactions, no Default or Event of Default has occurred and is continuing; and



(c)

the applicable Guarantor has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that the transaction and the supplemental indenture or Guarantee of the new notes, if applicable, comply with the Indenture and that all conditions precedent provided for in the Indenture and relating to such transaction have been complied with.



(3)

Notwithstanding anything to the contrary in the foregoing clauses (1) and (2), so long as no Default under the Indenture or the new notes shall have occurred and be continuing at the time a transaction described in clause (1) or (2) is consummated or would result therefrom:



(a)

the Company may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to any Subsidiary of the Company in cases in which the Company is the surviving entity in such transaction and such transaction would not have a material adverse effect on the Company and its Subsidiaries taken as a whole, it being understood that if the Company is not the surviving entity, the Company shall be required to comply with the requirements set forth in clause (1) above; or



(b)

any Subsidiary of the Company (other than a Guarantor) may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any Person (other than the Company or any Restricted Entity) if such transaction would not have a material adverse effect on the Company or, following the PTP Conversion, the PTP Parent, in each case together with its Subsidiaries taken as a whole; or



(c)

any Subsidiary of the Company or following the PTP Conversion, any PTP Parent Subsidiary (other than a Guarantor, except when such Guarantor is the surviving entity and continues as a Guarantor) may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any other Restricted Entity; or



(d)

any Subsidiary of the Company or, following the PTP Conversion, any PTP Parent Subsidiary (other than a Guarantor) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company, and would not result in a material adverse effect on the Company or, following the PTP Conversion, the PTP Parent, in each case together with its Subsidiaries taken as a whole.

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Limitation on Transactions with Affiliates

(1)

The Company and, following the PTP Conversion, the PTP Parent each will not, and will not cause or permit any Restricted Entity under their respective control to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates, including for the avoidance of doubt, any Investment Vehicle that is an Affiliate of the Company or, following the PTP Conversion, the PTP Parent (each, an "Affiliate Transaction") involving aggregate consideration in excess of $2.5 million, unless:



(a)

the terms of such Affiliate Transaction are no less favorable than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of the Company;



(b)

in the event that such Affiliate Transaction involves aggregate payments, or transfers of property or services with a Fair Market Value, in excess of $10.0 million, the terms of such Affiliate Transaction will be approved by a majority of the members of the Board of Directors of the Company, the approval to be evidenced by an Officers' Certificate stating that the Board of Directors has determined that such transaction complies with the preceding provisions; and



(c)

in the event that such Affiliate Transaction involves aggregate payments, or transfers of property or services with a Fair Market Value, in excess of $20.0 million, (i) the terms of such Affiliate Transaction will be approved by a majority of the members of the Board of Directors of the Company, the approval to be evidenced by an Officers' Certificate stating that the Board of Directors has determined that such transaction complies with the preceding provisions, and (ii) the Company will, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to the Company and the relevant Restricted Entity (if any) from a financial point of view from an Independent Financial Advisor and deliver the same to the Trustee.



(2)

Paragraph (1) above will not apply to:



(a)

Affiliate Transactions with or among the Company and any Restricted Entity or between or among Restricted Entities;



(b)

reasonable fees and compensation paid to and any indemnity provided on behalf of, officers, directors, employees, consultants or agents of the Company or any Restricted Entity as determined in good faith by the Company;



(c)

Affiliate Transactions (i) in existence on the Issue Date and (ii) in existence immediately following and as a result of the completion of the PTP Conversion, or necessary or advisable to complete the PTP Conversion as described under "—PTP Conversion," in each case, as the Company has determined in good faith would not result in a material adverse effect to the interests of the Holders, or any amendment, modification or replacement of such agreement (so long as such amendment, modification or replacement is not materially more disadvantageous to the Company and the Restricted Entities or the Holders, taken as a whole, than the original agreement as in effect on the Issue Date);



(d)

any Restricted Payments made in compliance with "—Limitation on Restricted Payments" or any Permitted Investment;



(e)

loans and advances to officers, directors and employees of the Company or any Restricted Entity customary in the industry in which the Company operates and related to the business activities of the Company and the Restricted Entities;

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(f)

any employment agreement or arrangement, profit sharing, employee benefit plan, officer or director indemnification agreement, issuance or grant of securities or stock options, consulting agreement or arrangement, restrictive covenant agreement, incentive compensation plan, expense reimbursement arrangement or any similar arrangement entered into by the Company or any of the Restricted Entities in the ordinary course of business or consistent with past practice and payments pursuant thereto;



(g)

any transaction permitted by the covenant "—Limitations on Merger, Consolidation and Sale of Assets";



(h)

transactions between the Company or any Restricted Subsidiary or, following the PTP Conversion, between the PTP Parent or any other Restricted Entity, on the one hand, and any Investment Vehicle managed or advised by the Company or any of the Restricted Entities, on the other hand, in each case so long as such transactions are (x) in the ordinary course of business for the Company, the PTP Parent, any Restricted Subsidiary or any Restricted Entity, as the case may be, including collateral management agreements and fee and expense arrangements, (y) on commercial terms generally consistent with industry standards for transactions with investment vehicles of similar types, including concessions to improve the marketability of the Investment Vehicle, and (z) on commercial terms that, in each case, the Company has determined in good faith would not result in a material adverse effect to the interests of the Holders; and



(i)

transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, which are fair to the Company or the Restricted Entities (as applicable), or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, in the good faith judgment of the Company.

Funding into Reserve Account upon a Key Person Trigger Event

        Upon the occurrence of a Key Person Trigger Event, the Company or, following the PTP Conversion, the PTP Parent and/or the Company, shall deposit on each date that is five Business Days after the last date for delivery of quarterly or annual financial statements (as applicable) by the Company or, following the PTP Conversion, the PTP Parent, an amount equal to fifty percent (50%) of Excess ENI Cash Flow for the quarterly period covered by such financial statements into a segregated account maintained by the Trustee exclusively for such purposes (the "Reserve Account"). If, for two consecutive fiscal quarters after the Company or, following the PTP Conversion, the PTP Parent, has commenced making such deposits, the Consolidated Total Senior Indebtedness to Adjusted Consolidated ENI EBITDA Ratio of the Company or, following the PTP Conversion, the PTP Parent, is equal to or less than 2.5 to 1.0 (reducing Consolidated Indebtedness by all amounts credited to the Reserve Account for purposes of determining Consolidated Total Senior Indebtedness), then the obligation to deposit such amounts into the Reserve Account shall cease and the Company or, following the PTP Conversion, the PTP Parent, may request the Trustee to retransfer to it (and the Trustee shall cause to be retransferred as promptly as practicable after receipt of any documents required under the Indenture) amounts on deposit in the Reserve Account; provided that such withdrawal does not result in a Consolidated Total Senior Indebtedness to Adjusted Consolidated ENI EBITDA Ratio in excess of 2.5 to 1.0 after giving effect to such withdrawal. Any amounts in the Reserve Account not previously withdrawn in accordance with the prior sentence shall be applied in satisfaction of the outstanding principal, premium, if any or interest due (in the order provided for in the Indenture) on the new notes on the first to occur of (i) the Maturity Date, whether by acceleration or otherwise and (ii) the date of any required repurchase by the Company of the new notes following a Change in Control Triggering Event. Notwithstanding the foregoing, the Company may instruct the Trustee to apply amounts in the Reserve Account to an optional redemption of the new notes;

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provided, that the Consolidated Total Senior Indebtedness to Adjusted Consolidated ENI EBITDA Ratio of the Company or, following the PTP Conversion, the PTP Parent, does not exceed 2.5 to 1.0 after giving effect to such optional redemption.

Maintenance of Company Existence

        The Company and, following the PTP Conversion, the PTP Parent shall, and shall each cause any Restricted Entity under their respective control to, (a) maintain in effect its existence and all registrations necessary therefor (except to the extent permitted under "—Limitation on Merger, Consolidation or Sale of Assets"), (b) take all actions to maintain all rights, privileges, titles to property or franchises necessary in the normal conduct of its business, and (c) keep all its property used or useful in the conduct of its business in good working order and condition except where the failure to so comply would not have a material adverse effect on the Company's and the Restricted Entities' business, assets, operations or financial condition taken as a whole; provided that this provision shall not require the Company or the PTP Parent, as applicable, to maintain any such right, privilege, title to property or franchises or to preserve the corporate existence of any Restricted Entity, if such Restricted Entity determines in good faith that the maintenance or preservation thereof is no longer necessary or desirable in the conduct of its business; and further provided that, for the avoidance of doubt, this provision shall not prevent the PTP Parent from effecting the PTP Parent Conversion.

Events of Default, Notice and Waiver

        If an Event of Default with respect to the new notes occurs and is continuing, the Trustee or the Holders of at least 30% in aggregate principal amount of the outstanding notes may declare, by notice as provided in the Indenture, the principal amount of all the new notes due and payable immediately. However, in the case of an Event of Default involving certain events in bankruptcy, insolvency or reorganization, acceleration will occur automatically. If all Events of Default with respect to the new notes have been cured or waived, and all amounts due otherwise than because of the acceleration have been paid or deposited with the Trustee, the Holders of a majority in aggregate principal amount of the outstanding notes may rescind the acceleration and its consequences.

        The Holders of a majority in aggregate principal amount of the new notes may waive any past Default with respect to the new notes, and any Event of Default arising from a past Default, except in the case of (i) a Default in the payment of the principal of, or any premium or interest on, any new note; or (ii) a Default in respect of a covenant or provision that cannot be amended or modified without the consent of each of the affected Holders.

        "Event of Default" means the occurrence and continuance of any of the following events with respect to the new notes:

(1)

default in the payment of any interest payable in respect of any new note, when such interest becomes due and payable, and continuance of such default for a period of 10 days;



(2)

default in the payment of the principal of and any premium on any new note when it becomes due and payable at its Maturity;



(3)

default in the performance or breach of any covenant or warranty of the Company or any Restricted Entity in the Indenture or the new notes, and continuance of such default or breach for a period of 45 days;



(4)

any Event of Default as defined in any mortgage, indenture or instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness for money borrowed of the Company or any Restricted Entity, whether such Indebtedness now exists or shall hereafter be created, shall happen and shall result in a principal amount in excess of $10.0 million of Indebtedness becoming or being declared due and payable prior to the date

66

on which it would otherwise have become due and payable, and such acceleration shall not have been rescinded or annulled, or such Indebtedness shall not have been discharged, within a period of 15 days; provided that such grace period shall not apply if such Indebtedness was Incurred in violation of the Company's covenants contained in the Indenture;

(5)

one or more final judgments or orders shall be rendered against the Company, any Guarantor or any Restricted Entity that is a Significant Subsidiary (or following the PTP Conversion, the PTP Parent to the extent it meets the financial criteria for being a Significant Subsidiary) for the payment of money, either individually or in any aggregate amount, in excess of $10.0 million (exclusive of judgment amounts covered by insurance or otherwise secured by adequate credit assurances, as determined by the Trustee) and shall not be discharged and either (a) an enforcement proceeding shall have been commenced by any creditor upon such judgment or order, or (b) there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, was not in effect; and



(6)

certain events in bankruptcy, insolvency or reorganization of the Company.

        A Default under clause (3) or (4) is not an Event of Default until the Trustee or the Holders of at least 30% in aggregate principal amount of the outstanding notes notify the Company in writing of the Default, and the Company does not cure the Default within the time specified in such clause after receipt of such notice.

        When a Default under clause (3) or (4) is cured or remedied within the specified period, it ceases to exist.

        If an Event of Default (other than an Event of Default with respect to the Company specified in clause (6) above) occurs and is continuing, the Trustee, by written notice to the Company, or the Holders of at least 30% in aggregate principal amount of the outstanding notes, by written notice to the Company and the Trustee, may declare all unpaid principal of and accrued interest on the new notes then outstanding to be due and payable (the "Default Amount"). Upon a declaration of acceleration, such amount shall be due and payable immediately.

        If an Event of Default with respect to the Company specified in clause (6) above occurs, the Default Amount shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder.

        If an Event of Default occurs and is continuing, promptly following receipt of written notice or actual knowledge thereof, the Company shall deliver to the Trustee an Officers' Certificate setting forth the details of such Event of Default, and the Trustee on behalf of the Issuer shall promptly notify the Holders in writing.

        Under certain circumstances, the Holders of a majority in aggregate principal amount of the new notes then outstanding may rescind an acceleration with respect to such notes and its consequences.

        In case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest (if any) when due, no Holder may pursue any remedy with respect to the Indenture or the new notes unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) Holders of at least 30% in principal amount of the outstanding notes have requested the Trustee to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority

67

in principal amount of the outstanding notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability.

Modification and Waiver

        The Indenture may be modified or amended without the consent of any Holder of outstanding notes for any of the following purposes:

(i)

to evidence that another entity is our successor and has assumed our obligations with respect to the new notes;



(ii)

to add to our covenants or to add guarantees of any Person (including the PTP Parent) for the benefit of the Holders or to surrender any of our rights or powers under the Indenture;



(iii)

to add any Events of Default;



(iv)

to make any amendment to the provisions of the Indenture relating to the transfer and legending of the new notes as permitted under the Indenture, including, without limitation, to facilitate the issuance and administration of the new notes so long as in any such case the interests of the Holder of the new notes are not adversely affected in any material respect;



(v)

to secure the new notes;



(vi)

to provide for the appointment of a successor Trustee with respect to the new notes;



(vii)

to make certain changes to the Indenture to provide for the issuance of additional notes;



(viii)

to cure any ambiguity, defect or inconsistency in the Indenture or to make any other provisions with respect to matters or questions arising under the Indenture, so long as the action does not adversely affect the interests of the Holders in any material respect, including actions with respect to the PTP Conversion;



(ix)

to add a Guarantee of the new notes or to release a Guarantor upon its sale or Designation as an Unrestricted Entity or other permitted release from its Guarantee, in each case, in accordance with the Indenture;



(x)

to provide for the assumption of the Company's or any Guarantor's obligations to the Holders;



(xi)

to provide for the issuance of exchange notes registered with the SEC or private exchange notes, which are identical to exchange notes except that they are not freely transferable;



(xii)

to make any amendment to the provisions of the Indenture relating to the transfer and legending of new notes as permitted by the Indenture, including, without limitation, to facilitate the issuance and administration of the new notes; provided, however, that (i) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer notes; or



(xiii)

to conform the text of the Indenture or the new notes to any provision of this "Description of the New Notes."

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        The Indenture may be modified or amended in respect of the new notes with the consent of the Holders of a majority in aggregate principal amount of the outstanding notes. However, unless each Holder to be affected by the proposed change consents, no modification or amendment may:

(i)

change the Stated Maturity of the principal of, or any installment of principal of, or interest on, any new note;



(ii)

reduce the principal amount of, or the rate or amount of interest on, or any premium payable with respect to, any new note;



(iii)

change the places or currency of payment of the principal of, or any premium or interest on, any new note;



(iv)

impair the right to sue for the enforcement of any payment of principal of, or any premium or interest on, any new note on or after the date the payment is due; or



(v)

reduce the percentage in aggregate principal amount of outstanding notes necessary to:



(A)

modify or amend the Indenture,



(B)

waive any past default or compliance with certain restrictive provisions, or



(C)

constitute a quorum or take action at a meeting.

        The Holders of a majority in aggregate principal amount of the outstanding notes may waive our obligation to comply with certain restrictive provisions applicable to such notes.

Defeasance of Certain Covenants

        The Company at any time may terminate all its obligations under the new notes and the Indenture and all obligations of the Guarantors with respect to the Guarantees except for certain obligations, including those respecting the Defeasance Trust (as defined below) and obligations to register the transfer or exchange of the new notes, to replace mutilated, destroyed, lost or stolen notes and to maintain a registrar and paying agent in respect of the new notes. This is known as "Legal Defeasance." The Company at any time may terminate its obligations under the covenants described under "—Limitations on Liens" above and the operation of clause (3) or (4) described under "—Events of Default" above. This is known as "Covenant Defeasance."

        The Company may exercise its Legal Defeasance option notwithstanding its prior exercise of its Covenant Defeasance option. If the Company exercises its Legal Defeasance option, payment of the new notes may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its Covenant Defeasance option, payment of the new notes may not be accelerated because of an Event of Default specified in clause (3) or (4) described under "—Events of Default" above.

        In order to exercise either defeasance option, the Company must irrevocably deposit in trust (the "Defeasance Trust") with the Trustee money or Government Obligations for the payment of principal and interest (if any) on the new notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including (unless the new notes will mature or be redeemed within 30 days) delivering to the Trustee an opinion of counsel to the effect that Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been in the case if such deposit and defeasance had not occurred, and, in the case of Legal Defeasance only, such opinion of counsel must be based on a ruling of the Internal Revenue Service or other change in applicable federal income tax law.

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Satisfaction and Discharge

        The Indenture will be discharged and will cease to be of further effect as to all of the new notes issued thereunder (other than the Company's obligations to register the transfer or exchange of new notes; to replace stolen, lost or mutilated notes; to maintain paying agencies; and to hold money for payment in trust), when:

(i)

either



(a)

all new notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or



(b)

all new notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, Government Obligations, or a combination of cash in U.S. dollars and Government Obligations, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the new notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;



(ii)

the Company has paid or caused to be paid all sums payable by it under the Indenture in respect of the new notes; and



(iii)

in the event of a deposit as provided in clause (i)(b) above, the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the new notes at maturity or the date of redemption, as the case may be.

        In addition, the Company must deliver an Officers' Certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Denomination, Transfer, Exchange and Book-Entry Procedures

        The new notes will be issued only in fully registered form, without interest coupons, and in denominations of $1,000 and integral multiples of $1,000.

        The new notes will be evidenced by the global note which will be deposited with, or on behalf of, DTC, or any successor thereto, and registered in the name of Cede, as nominee of DTC. Except as set forth below, record ownership of the global note may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the global notes may not be exchanged for definitive notes in registered certificated form ("Certificated Notes") except in the limited circumstances described below.

        The global note is exchangeable for Certificated Notes in fully registered form without interest coupons only in the following limited circumstances:

•

DTC notifies the Company that it is unwilling or unable to continue as depositary for the global notes and the Company fails to appoint a successor depositary within 90 days of such notice, or

•

there shall have occurred and be continuing an Event of Default with respect to the new notes.

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        Certificated Notes may not be exchanged for beneficial interests in the global note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such notes. See "Notice to Investors."

        In those circumstances, DTC will determine in whose names any securities issued in exchange for the global note will be registered. Any such notes in certificated form will be issued in minimum denominations of $1,000 and multiples of $1,000 in excess thereof and may be transferred or exchanged only in such minimum denominations.

        DTC or its nominee will be considered the sole owner and holder of the global note for all purposes, and as a result:

•

you cannot get new notes registered in your name if they are represented by the global note;

•

you cannot receive certificated (physical) notes in exchange for your beneficial interest in the global note;

•

you will not be considered to be the owner or holder of the global note or any new note it represents for any purpose; and

•

all payments on the global note will be made to DTC or its nominee.

        The laws of some jurisdictions require that certain kinds of purchasers (for example, certain insurance companies) can only own securities in definitive (certificated) form. These laws may limit your ability to transfer your beneficial interests in the global note to these types of purchasers.

        Only institutions (such as a securities broker or dealer) that have accounts with the DTC or its nominee (called "participants") and persons that may hold beneficial interests through participants (including through Euroclear Bank SA/NV or Clearstream Banking, société anonyme, as DTC participants) can own a beneficial interest in the global note. The only place where the ownership of beneficial interests in the global note will appear and the only way the transfer of those interests can be made will be on the records kept by DTC (for their participants' interests) and the records kept by those participants (for interests of persons held by participants on their behalf).

        Secondary trading in bonds and notes of corporate issuers is generally settled in clearing-house (that is, next-day) funds. In contrast, beneficial interests in a global note usually trade in DTC's same-day funds settlement system, and settle in immediately available funds. We make no representations as to the effect that settlement in immediately available funds will have on trading activity in those beneficial interests.

        We will make cash payments of interest on and principal of the global note to Cede, the nominee for DTC, as the registered owner of the global note. We will make these payments by wire transfer of immediately available funds on each payment date.

        You may exchange or transfer old new notes at the corporate trust office of the Trustee for the new notes or at any other office or agency maintained by us for those purposes. We will not require payment of a service charge for any transfer or exchange of the old notes, but DTC may require payment of a sum sufficient to cover any applicable tax or other governmental charge.

        A Holder may transfer or exchange old notes in accordance with the Indenture. The registrar and the Company may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of old notes. Holders will be required to pay all taxes due on transfer. The Company is not required to transfer or exchange any old note selected for redemption. Also, the Company is not required to transfer or exchange any old note for a period of 15 days before a selection of old notes to be redeemed.

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        We have been informed that, with respect to any cash payment of interest on or principal of the global note, DTC's practice is to credit participants' accounts on the payment date with payments in amounts proportionate to their respective beneficial interests in the new notes represented by the global note as shown on DTC's records, unless DTC has reason to believe that it will not receive payment on that payment date. Payments by participants to owners of beneficial interests in notes represented by the global note held through participants will be the responsibility of those participants, as is now the case with securities held for the accounts of customers registered in "street name."

        We also understand that neither DTC nor Cede will consent or vote with respect to the new notes. We have been advised that under its usual procedures, DTC will mail an "omnibus proxy" to us as soon as possible after the record date. The omnibus proxy assigns Cede's consenting or voting rights to those participants to whose accounts the new notes are credited on the record date identified in a listing attached to the omnibus proxy.

        Because DTC can only act on behalf of participants, who in turn act on behalf of indirect participants, the ability of a person having a beneficial interest in the principal amount represented by the global note to pledge the interest to persons or entities that do not participate in the DTC book-entry system, or otherwise take actions in respect of that interest, may be affected by the lack of a physical certificate evidencing its interest.

        DTC has advised us that it will take any action permitted to be taken by a Holder (including the presentation of new notes for exchange) only at the direction of one or more participants to whose account with DTC interests in the global note are credited and only in respect of such portion of the principal amount of the new notes represented by the global note as to which such participant has, or participants have, given such direction.

        DTC has also advised us as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the Uniform Commercial Code, as amended, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. Certain of such participants (or their representatives), together with other entities, own DTC. Indirect access to the DTC system is available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to DTC and its direct and indirect participants are on file with the SEC.

        The policies and procedures of DTC, which may change periodically, will apply to payments, transfers, exchanges and other matters relating to beneficial interests in the global note. We and the Trustee have no responsibility or liability for any aspect of DTC's or any participants' records relating to beneficial interests in the global note, including for payments made on the global note, and we and the Trustee are not responsible for maintaining, supervising or reviewing any of those records.

The Trustee under the Indenture

        We and certain of our affiliates maintain banking relations with U.S. Bank National Association and its affiliates.

        Unless we are in default, the Trustee is required to perform only those duties specifically set out in the Indenture. After an Event of Default, the Trustee is required to exercise the same degree of care as a prudent individual would exercise in the conduct of his or her own affairs. The Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder,

72

unless the Holder offers the Trustee indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred in connection with the Trustee's exercise of these rights or powers. The Trustee is not required to spend or risk its own funds or otherwise incur financial liability in performing its duties if the Trustee believes that repayment or adequate indemnity is not reasonably assured to it. The Indenture contains other provisions limiting the responsibilities and liabilities of the Trustee.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, employee, incorporator, stockholder, unit-holder or member of the Company, any of its Subsidiaries or any of its direct or indirect parent companies (including, following the PTP Conversion, the PTP Parent), as such (and not as a Guarantor), has any liability for any obligations of the Company or any Guarantor under the new notes, the Indenture, the Guarantees or any other transaction document related to this offering.

Governing Law

        The Indenture, the new notes and the Guarantees will be governed by and will be construed in accordance with the laws of the State of New York.

Certain Definitions

"Acquired Indebtedness" means, with respect to any specified Person Indebtedness of any other Person existing at the time such other Person becomes a Restricted Entity or at the time it merges or consolidates with the Company or any of the Restricted Entities or is assumed in connection with the acquisition of assets from such other Person, including Indebtedness Incurred in contemplation of such transaction. Such Indebtedness will be deemed to have been Incurred at the time such Person becomes a Restricted Entity or at the time it merges or consolidates with the Company or a Restricted Entity or at the time such Indebtedness is assumed in connection with the acquisition of assets from such Person.

"Adjusted Consolidated ENI" means Consolidated ENI plus stock based compensation minus Consolidated Income Tax Expense (without duplication).

"Adjusted Consolidated ENI EBITDA" means Adjusted Consolidated ENI plus Consolidated Interest Expense, Consolidated Income Tax Expense and depreciation and amortization on fixed assets.

"Affiliate" means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person.

"Asset Acquisition" means:

(1)

an Investment by the Company or any Restricted Entity in any other Person pursuant to which such Person will become a Restricted Entity, or will be merged with or into the Company or any Restricted Entity;



(2)

the acquisition by the Company or any Restricted Entity of the assets of any Person (other than a Subsidiary of the Company) which constitute all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business; or



(3)

any Revocation with respect to an Unrestricted Entity.

"Asset Sale" means any direct or indirect sale, disposition, issuance, conveyance, lease, assignment or other transfer, including a Sale and Leaseback Transaction (each, a "disposition") by the Company or any Restricted Entity of:

(1)

any Capital Stock of any Restricted Entity or, following the PTP Conversion, the Company; or

73

(2)

any property or assets of the Company or any Restricted Entity (other than (i) Cash, (ii) Cash Equivalents or (iii) prior to the PTP Conversion, Capital Stock of the Company and following the PTP Conversion, Capital Stock of the PTP Parent).

Notwithstanding the preceding, the following items will not be deemed to be Asset Sales:

(1)

transactions permitted under "—Certain Covenants—Limitation on Merger, Consolidation and Sale of Assets," "—Certain Covenants—Limitation on Restricted Payments" and "—Certain Covenants—Limitation on Liens;"



(2)

dispositions in any fiscal year of the Company or, following the PTP Conversion, the PTP Parent, in a single or series of related transactions, of assets (including the issuance or sale of Capital Stock of any Restricted Entity and, following the PTP Conversion, the Company (other than directors' qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Entity)) with a Fair Market Value not to exceed $5.0 million in the aggregate;



(3)

any Permitted Investment or disposition of a Permitted Investment so long as in the ordinary course of business of the Company, and/or any of the Restricted Entities, as applicable;



(4)

a disposition or transfer of assets between or among the Company or a Restricted Entity and/or among any of the Restricted Entities, including a Person that is or will become a Restricted Entity immediately after the disposition;



(5)

an issuance or sale of Capital Stock by a Restricted Entity to the Company or any of the other Restricted Entities or, following the PTP Conversion, an issuance or sale of Capital Stock by the Company or a Restricted Entity other than the PTP Parent to the Company or any other Restricted Entity, including the PTP Parent;



(6)

a disposition of accounts receivable or rights to future advisory fees, or participation therein, in connection with a Receivables Transaction, or the collection or compromise of any accounts receivable;



(7)

any sale of assets received by the Company or any of the Restricted Entities upon the foreclosure on a Lien in favor of the Company or any of the Restricted Entities or transfers by reason of eminent domain;



(8)

the creation of a Lien not prohibited by the Indenture (but not the sale of property subject to a Lien);



(9)

the surrender or waiver of contract rights or settlement, release or surrender of contract, tort or other claims or statutory rights in connection with a settlement, as determined in good faith by the Company;



(10)

grants of licenses or sublicenses in the ordinary course of business to use the patents, copyright and other intellectual property of the Company or any of the Restricted Entities to the extent such license does not interfere with the business of the Company or any Restricted Entity;



(11)

any financing transaction with respect to property or assets acquired by the Company or any Restricted Entity after the Issue Date, including Sale and Lease-Back Transactions, permitted under the Indenture;



(12)

voluntary terminations of Hedging Obligations;



(13)

any issuance of Capital Stock in any Restricted Entity and, following the PTP Conversion, any issuance of Capital Stock in the Company or any Restricted Entity other than the PTP Parent, to any officer, director, employee or consultant of the Company or any Restricted Entity in

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respect of services provided to the Company or a Restricted Entity in the ordinary course of business approved by the Company; and

(14)

dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties entered into in the ordinary course of business.

"Asset Sale Transaction" means, collectively, (1) any Asset Sale, (2) any sale or other disposition of Capital Stock, (3) any Designation with respect to an Unrestricted Entity and (4) any sale or other disposition of property or assets excluded from the definition of Asset Sale by clause (3) of that definition.

"Authorized Officer" means any officer of the Company as may be duly authorized to take actions under the Indenture and the new notes.

"Base Capital Expenditures" means, for any fiscal quarter, the quarterly average of the Company's capital expenditures (as determined in accordance with GAAP) for the twelve fiscal quarters comprising the three full fiscal years immediately preceding such fiscal quarter, increased by the Capital Expenditures Grower Rate.

"Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms "Beneficially Owns," "Beneficially Owned" and "Beneficial Ownership" have a corresponding meaning.

"Board of Directors" means (i) with respect to a corporation, the board of directors of the corporation or a duly authorized committee thereof; (ii) with respect to a partnership, the Board of Directors of the general partner of the partnership; and (iii) with respect to any other Person, the board or committee of such Person serving a similar function.

"Board Resolution" means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday that is not (i) a day on which banking institutions in New York, New York generally are authorized or obligated by law, regulation or executive order to close, or (ii) a day on which banking and financial institutions in New York, New York are closed for business with the general public.

"Capital Expenditures Grower Rate" means, for any fiscal quarter, the percentage increase, if any (but ignoring decreases) in the employee headcount of full time equivalent employees of the Company (or following the PTP Conversion, the PTP Parent) and its Subsidiaries at the end of the immediately preceding fiscal quarter over the quarterly average of employee headcount of full time equivalent employees for the twelve fiscal quarters comprising the three full fiscal years immediately preceding such fiscal quarter.

"Capital Stock" means:

(1)

with respect to any Person that is a corporation, any and all capital stock, shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person;

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(2)

with respect to any Person that is not a corporation, any and all partnership, membership or other equity or ownership interests, shares, participations, units or other equivalent or similar rights of such Person; and



(3)

any warrants, rights or options to purchase any of the instruments or interests referred to in clause (1) or (2) above;

"Capitalized Lease Obligations" means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP. For purposes of this definition, the amount of such obligations at any date will be the capitalized amount of such obligations at such date, determined in accordance with GAAP

"Cash" means Money or a credit balance in a Deposit Account.

"Cash Equivalents" shall mean:

        (1)   U. S. dollars;

        (2)   securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government that mature prior to the earlier of (i) 18 months from the date of acquisition and (ii) the Maturity Date;

        (3)   certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any commercial bank having capital and surplus of not less than $500.0 million (or the U.S. dollar equivalent as of the date of determination) and a long-term unsecured rating of A (or the equivalent thereof) or better by S&P or A2 (or the equivalent thereof) or better by Moody's;

        (4)   repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2), (3) and (5) entered into with any financial institution meeting the qualifications specified in clause (3) above;

        (5)   commercial paper rated at least P-1 by Moody's or at least A-1 by S&P and in each case maturing within 90 days after the date of creation thereof;

        (6)   marketable short-term money market and similar securities having a rating of at least P-1 or A-1 from either Moody's or S&P, respectively (or, if at any time neither Moody's nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 12 months after the date of creation thereof;

        (7)   readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody's or S&P with maturities of 24 months or less from the date of acquisition;

        (8)   Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated A (or the equivalent thereof) or better by S&P or A2 (or the equivalent thereof) or better by Moody's; and

        (9)   shares of investment companies that are registered under the Investment Company Act of 1940, as amended, and substantially all of the investments of which are one or more of the types of securities described in clauses (1) through (8) above.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than U.S. dollars, provided that such amounts are converted into U.S. dollars as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

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"Change of Control Triggering Event" means the occurrence of any of the following:

(a)

the sale, lease, transfer or other conveyance, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Restricted Subsidiaries or, following the PTP Conversion, the PTP Parent, the Company and the other Restricted Entities, in each case, taken as a whole, to any Person other than to the Permitted Holder;



(b)

the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holder, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of Beneficial Ownership of 50% or more of the Voting Stock of the Company or, following the PTP Conversion, the PTP Parent; provided that, for purposes of calculating the Beneficial Ownership of any group, the Permitted Holder shall not be attributed Beneficial Ownership of the Capital Stock of any unaffiliated person;



(c)

any Person or group (as defined in clause (b)), other than the Permitted Holder, shall be entitled to appoint or elect 50% or more of the Board of Directors of the Company or, following the PTP Conversion, the PTP Parent; or



(d)

the first day on which the majority of the Board of Directors of the Company or, following the PTP Conversion, the PTP Parent, or any of its direct or indirect parent companies then in office shall cease to consist of Continuing Directors.

Notwithstanding anything in clauses (a) through (d) above and for the avoidance of doubt, the consummation of the transactions contemplated by the PTP Conversion will not constitute a Change of Control Triggering Event.

"CLO" means a special purpose vehicle that owns a portfolio of investments consisting of senior secured corporate loans, other corporate credit exposures and/or additional investments typical for vehicles of such type, and which issues various tranches of debt and equity securities to finance the purchase of those investments.

"CLO AUM" means the assets in CLOs under management of the Company, the PTP Parent or any of their respective direct or indirect subsidiaries.

"Commodity Agreement" means any commodity or raw material futures contract, commodity or raw materials option, or any other agreement designed to protect against or manage exposure to fluctuations in commodity or raw materials prices, including but not limited to natural gas prices.

"Common Stock" of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person's common equity interests, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes of such common equity interests.

"Consolidated ENI" means, Consolidated Net Income plus (i) Consolidated Income Tax Expense, (ii) merger and acquisition related items such as fee-sharing arrangements, amortization and impairments of intangible assets and gain (loss) on contingent consideration for earn-outs, (iii) incentive fee sharing arrangements with certain former employees and non-cash compensation related to profits interests granted by CIFC Parent Holdings LLC (a former significant stockholder of the Company), (iv) revenues attributable to collateralized debt obligation assets under management, and (v) other non-recurring items which items include:

(1)

net after-tax (using a reasonable estimate based on applicable tax rates) gains or losses from non-ordinary course Asset Sale transactions or abandonments or reserves relating thereto;

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(2)

net after-tax (using a reasonable estimate based on applicable tax rates) items classified as extraordinary gains or losses;



(3)

the net income (or loss) of any Person, other than such Person and any Subsidiary of such Person (or, in the case of the Company, any Restricted Subsidiary and, following the PTP Conversion, in the case of the PTP Parent, the Company and any other Restricted Entity); except that the net income (but not loss) of any Person that is not a Restricted Subsidiary (and, following the PTP Conversion, not the Company or any other Restricted Entity) or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions actually paid in cash to the Company or any of the Restricted Entities;



(4)

solely for the purpose of determining the amount available for Restricted Payments under clause (III)(A) of the covenant described under "Certain Covenants—Limitation on Restricted Payments," the net income (but not loss) of any Subsidiary of such Person (or, in the case of the Company, any Restricted Subsidiary and, following the PTP Conversion, in the case of the PTP Parent, the Company or any other Restricted Entity) to the extent that a corresponding amount could not be distributed to such Person at the date of determination as a result of any restriction pursuant to the constituent documents of such Subsidiary (or, in the case of the Company, such Restricted Subsidiary and, following the PTP Conversion, in the case of the PTP Parent, the Company or such Restricted Entity) or any law, regulation, agreement or judgment applicable to any such distribution;



(5)

any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Issue Date;



(6)

any gain (or loss) from fluctuation in currency values in accordance with GAAP;



(7)

effects of adjustments (including the effects of such adjustments pushed down to the Company and the Restricted Entities) in the property and equipment, software and other intangible assets, deferred revenue and debt line items in such Person's Consolidated financial statements resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes;



(8)

any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP;



(9)

any fees, charges, costs and expenses incurred in connection with the transactions contemplated by this offering memorandum or future securities offerings or credit facilities;



(10)

(a) the amount of any write-off of deferred financing costs or of Indebtedness issuance costs and the amount of charges related to any premium paid in connection with repurchasing or Refinancing Indebtedness shall be excluded, (b) all nonrecurring expenses and charges relating to such repurchase or Refinancing of Indebtedness or relating to any incurrence of Indebtedness, in each case, whether or not such transaction is consummated and (c) organizational fund start-up costs of new investment funds that are required to be expensed immediately under GAAP and are subsequently absorbed by the fund and amortized over the life of the fund following its launch;



(11)

any severance or similar one-time compensation charges;



(12)

fees, expenses, costs and charges relating to any offering of Equity Interests or Indebtedness of the Company or the Restricted Entities or any acquisition permitted by the Indenture;



(13)

litigation charges which are not expected to be of a recurring nature;

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(14)

non-recurring restructuring charges incurred in connection with the closing and restructuring of the Company's or any Restricted Entity's operations;



(15)

fees, expenses, costs and charges relating to acquisitions and dispositions of assets or businesses outside of the ordinary course; and



(16)

the cumulative effect of changes in accounting principles.

"Consolidated Fixed Charge Coverage Ratio" means, for any Person as of any date of determination, the ratio of the aggregate amount of Adjusted Consolidated ENI EBITDA of such Person for the related Four Quarter Period to Consolidated Fixed Charges for such Person for such Four Quarter Period. For purposes of this definition, "Adjusted Consolidated ENI EBITDA" and "Consolidated Fixed Charges" will be calculated after giving effect on a pro forma basis as determined in the good faith judgment of the Company's chief financial officer, for the period of such calculation to:

(1)

the Incurrence or repayment or redemption of any Indebtedness (including Acquired Indebtedness) of such Person or any of its Subsidiaries (or, in the case of the Company, any Restricted Subsidiary and, following the PTP Conversion, in the case of the PTP Parent, the Company or any other Restricted Entity), and the application of the proceeds thereof, including the Incurrence of any Indebtedness (including Acquired Indebtedness), and the application of the proceeds thereof, giving rise to the need to make such determination, occurring during such Four Quarter Period or at any time subsequent to the last day of such Four Quarter Period and on or prior to such date of determination, to the extent, in the case of an Incurrence, such Indebtedness is outstanding on the date of determination, as if such Incurrence and the application of the proceeds thereof, repayment or redemption occurred on the first day of such Four Quarter Period;



(2)

any Asset Sale Transaction or Asset Acquisition by such Person or any of its Subsidiaries (or, in the case of the Company, any Restricted Subsidiary and, following the PTP Conversion, in the case of the PTP Parent, the Company or any other Restricted Entity), including any Asset Sale Transaction or Asset Acquisition giving rise to the need to make such determination occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to such date of determination, as if such Asset Sale Transaction or Asset Acquisition occurred on the first day of the Four Quarter Period including any pro forma expense and cost reductions, synergies and other operating improvements that have occurred or are reasonably expected to occur and are reasonably the basis of pro forma adjustment (regardless of whether such cost savings, synergies or operating improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X under the Securities Act);



(3)

the Adjusted Consolidated ENI EBITDA attributable to discontinued operations and operations or businesses (and ownership interests therein) disposed of prior to the date of determination, will be excluded;



(4)

the Consolidated Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the date of determination, will be excluded, but only to the extent that the obligations giving rise to such Consolidated Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries (or, following the PTP Conversion, in the case of the PTP Parent, the Company or any other Restricted Entity) following the date of determination;



(5)

any Person that is a Restricted Entity on the date of determination or that becomes a Restricted Entity on the date of determination will be deemed to have been a Restricted Entity at all times during such Four Quarter Period; and

79

(6)

any Person that is not a Restricted Entity on the date of determination or would cease to be a Restricted Entity on the date of determination will be deemed not to have been a Restricted Entity at any time during such Four Quarter Period.

        For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company and shall comply with Regulation S-X promulgated under the Securities Act, except that the pro forma calculations may also include reasonably identifiable and factually supportable operating expense reductions for which the steps necessary for realization have been taken or are reasonably expected to be completed within 12 months of the transaction and are set forth in an Officers' Certificate. For the avoidance of doubt, the actual adjustments described in the definitions of "Adjusted Consolidated ENI" and "Adjusted Consolidated ENI EBITDA" elsewhere in this offering memorandum shall be deemed to comply with the standards set forth in the immediately preceding sentence.

"Consolidated Fixed Charges" means, for any Person for any period, the sum, without duplication, of:

(a)

Consolidated Interest Expense for such Person for such period; and



(b)

the amount of all Cash and non-Cash dividend payments on any series of Preferred Stock or Disqualified Capital Stock of such Person (other than dividends paid in Qualified Capital Stock) or any Subsidiary of such Person (Restricted Subsidiary in the case of the Company and, following the PTP Conversion, any other Restricted Entity or the Company in the case of the PTP Parent) paid, accrued or scheduled to be paid or accrued during such period, excluding dividend payments on Preferred Stock or Disqualified Capital Stock paid, accrued or scheduled to be paid to such Person or another Subsidiary (Restricted Subsidiary in the case of the Company and, following the PTP Conversion, any other Restricted Entity or the Company in the case of the PTP Parent).

"Consolidated Income Tax Expense" means, with respect to any Person for any period, all applicable federal, state and local income taxes payable by such Person and its Subsidiaries (or, in the case of the Company, its Restricted Subsidiaries and, following the PTP Conversion, in the case of the PTP Parent, the Company and the other Restricted Entities) for such period as determined on a Consolidated basis.

"Consolidated Interest Expense" means, with respect to any Person for any period, without duplication, the sum of:

(a)

Consolidated interest expense of such Person and its Restricted Subsidiaries (and, in the case of the PTP Parent following the PTP Conversion, the other Restricted Entities and the Company) for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (i) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (ii) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (iii) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark-to-market valuation of Hedging Obligations or other derivative instruments in accordance with GAAP), (iv) the interest component of Capitalized Lease Obligations, (v) net payments, if any, made by such Person pursuant to interest rate Hedging Obligations with respect to Indebtedness, and (vi) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, and excluding (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Transaction); plus

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(b)

Consolidated capitalized interest of such Person and its Restricted Subsidiaries (and, following the PTP Conversion in the case of the PTP Parent, the other Restricted Entities and the Company) for such period, whether paid or accrued; less

(c)

interest income of such Person and its Restricted Subsidiaries (and, following the PTP Conversion in the case of the PTP Parent, the other Restricted Entities and the Company) for such period; less

(d)

net gains on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk; less

(e)

net payments received, if any, by such Person pursuant to interest rate Hedging Obligations with respect to Indebtedness of CIFC or any Restricted Entity.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

"Consolidated Net Income" means, with respect to any Person for any period, the aggregate net income (or loss) of such Person and its Subsidiaries (or, in the case of the Company, its Restricted Subsidiaries and, following the PTP Conversion, in the case of the PTP Parent, the Company and the other Restricted Entities), after deducting (or adding) the portion of such net income (or loss) attributable to minority interests in Restricted Subsidiaries or Restricted Entities which are Subsidiaries of such Person, for such period on a Consolidated basis.

"Consolidated Net Worth" of any Person means the Consolidated stockholders' equity of such Person, determined on a Consolidated basis, less (without duplication) amounts attributable to Disqualified Capital Stock of such Person.

"Consolidated Total Assets" means, for any Person at any time, the total Consolidated assets of such Person and its Subsidiaries (or, in the case of the Company, its Restricted Subsidiaries and, following the PTP Conversion, in the case of the PTP Parent, the Company and the other Restricted Entities) as set forth on the most recent balance sheet of such Person.

"Consolidated Total Senior Indebtedness" shall mean, as of the date of determination, all Consolidated Indebtedness for any Person other than Subordinated Indebtedness of such Person.

"Consolidated Total Senior Indebtedness to Adjusted Consolidated ENI EBITDA Ratio" means, for any Person as of any date of determination, the ratio of Consolidated Total Senior Indebtedness as of such date to Adjusted Consolidated ENI EBITDA for the related Four Quarter Period.

"Consolidation" shall mean (i) with respect to the Company, the consolidation of the accounts of the Company with those of its Restricted Subsidiaries in accordance with GAAP (as adjusted by this definition) consistently applied, (ii) following the PTP Conversion, with respect to the PTP Parent, the consolidation of the accounts of the PTP Parent with those of the Company and the Restricted Entities other than the PTP Parent in accordance with GAAP (as adjusted by this definition) consistently applied and (iii) with respect to any other Restricted Entity, the consolidation of the accounts of such Restricted Entity with those of any of its subsidiaries which are also Restricted Entities; provided, that, in each case, Consolidation will not include consolidation of the accounts of any Unrestricted Entity or Investment Vehicle, but any interest of the Company, the PTP Parent or any other Restricted Entity in an Unrestricted Entity or Investment Vehicle will be accounted for as an Investment. The term "Consolidated" has a correlative meaning.

"Continuing Director" means, as of any date of determination, any member of a board of directors who (1) was a member of such board of directors on the date of the Indenture; or (2) was either (x) nominated for election or elected to such Board of Directors by a majority of the Continuing

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Directors (which, for the avoidance of doubt, includes directors elected or appointed pursuant to this clause (2) after the date of the Indenture) who were members of such Board of Directors at the time of nomination or election, or (y) designated or appointed by a Permitted Holder.

"control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings.

"Credit Facilities" means, with respect to the Company or any Restricted Entities, one or more debt facilities or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings to the extent in excess of the amount permitted under clause (b) of the second paragraph under "—Certain Covenants—Limitation on the Incurrence of Additional Indebtedness" is otherwise permitted to be incurred under such covenant) or adds Restricted Entities as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

"Currency Agreement" means, in respect of any Person, any foreign exchange contract, currency swap agreement or other similar agreement as to which such Person is a party designed to hedge foreign currency risk of such Person.

"Default" means any event which is, or after the giving of notice or passage of time or both would be (if not cured, waived or otherwise remedied), an Event of Default.

"Deposit Account" shall have the meaning accorded to such term in the UCC.

"Designated Capital Raise" means (i) any Equity Offering and (ii) any issuance of debt securities by the Company, or following the PTP Conversion, the PTP Parent, evidenced by bonds, debentures, notes or other similar instruments.

"Designated Non-cash Consideration" means the Fair Market Value of non-cash consideration received by the Company or any Restricted Entities in connection with an Asset Sale designated as Designated Non-cash Consideration pursuant to an Officers' Certificate setting forth the basis of such designation and the valuation of such consideration, less the amount of Cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

"Designation" and "Designation Amount" have the meanings set forth under "—Certain Covenants—Limitation on Designation of Unrestricted Entities" above.

"Disqualified Capital Stock" means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof, in any case, on or prior to the final maturity date of the new notes; provided, that any Capital Stock that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an

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"asset sale" or "change of control" occurring prior to the final maturity of the new notes shall not constitute Disqualified Capital Stock if:

        (1)   the "asset sale" or "change of control" provisions applicable to such Capital Stock are not materially more favorable to the holders of such Capital Stock than the terms applicable to the new notes and described under "—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock" and "—Certain Covenants—Change of Control Triggering Event"; and

        (2)   any such requirement only becomes operative after compliance with such terms applicable to the new notes, including the purchase of any notes tendered pursuant thereto.

        In addition, if such Capital Stock is issued to any employees of the Company or, following the PTP Conversion, the PTP Parent, or any of their respective Subsidiaries for compensatory purposes, or to or by a plan for the benefit of employees of the Company, the PTP Parent or any of their respective Subsidiaries, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company, the PTP Parent or any of their respective Subsidiaries pursuant to the terms of any such arrangement.

"Domestic Subsidiary" means any direct or indirect Subsidiary of the Company, and, following the PTP Conversion, any PTP Parent Subsidiary, that was formed under the laws of the United States, any State of the United States or the District of Columbia.

"Equity Offering" means any public or private sale of Common Stock or Preferred Stock (excluding Disqualified Capital Stock) of the Company or, following the PTP Conversion, the PTP Parent, other than:

(1)

public offerings with respect to the Company's or, following the PTP Conversion, the PTP Parent, or any of their respective common stock registered on Form S-8; and



(2)

issuances to any Subsidiary of the Company or, following the PTP Conversion, the PTP Parent;

"Excess ENI Cash Flow" means, with respect to any fiscal quarter, Adjusted Consolidated ENI EBITDA for such fiscal quarter minus (i) Base Capital Expenditures for such fiscal quarter, (ii) Consolidated Interest Expense for such fiscal quarter, (iii) Consolidated Income Tax Expense for such fiscal quarter, and (iv) dividends or distributions on the shares of Capital Stock of the PTP Parent following the PTP Conversion paid in such fiscal quarter to the equity holders of the PTP Parent for the primary purpose of offsetting the Company's good faith estimate of the tax liability of a holder of Capital Stock of the PTP Parent as a result of holding such shares (applying, for the purposes of such good faith estimate, the tax liability of U.S. holders at the highest marginal rate in the U.S., giving effect to federal, state and local rates). The Adjusted Consolidated ENI EBITDA for any such fiscal quarter shall be increased by 25% of the Company's reasonable good faith estimate of the annual recurring reductions in operating expenses arising from steps that have been taken to reduce full time equivalent headcount during or prior to such fiscal quarter, which are reasonably expected to result in a recurring reduction in expenses within the four fiscal quarters next following the end of such fiscal quarter.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Fair Market Value" means, at the time of any given transaction, with respect to any asset, the price (after taking into account any liabilities relating to such assets) which could be negotiated in an arm's-length free market transaction, for cash, between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction.

"Fitch" means Fitch Ratings, Ltd. or any successor to the rating agency business thereof.

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"following the PTP Conversion" means after the consummation of the transactions contemplated by the PTP Conversion and the PTP Parent becoming a Guarantor of the new notes.

"Foreign Manager Owned Affiliate" means any Unrestricted Entity that is not a Domestic Subsidiary the purpose of which is (i) to hold Permitted CLO Investments either directly or through one or more other entities that are themselves owned in whole or in part directly or indirectly by such entity, and (ii) to provide investment advisory or other services, primarily outside of the U.S., related to a Permitted Business either directly or through one or more other entities that are themselves owned in whole or in part directly or indirectly by such entity to Persons.

"Four Quarter Period" means the four most recent full fiscal quarters for which a Person's financial statements are available ending prior to the date of determination.

"GAAP" means generally accepted accounting principles in the United States in effect on the Issue Date, except for any reports required to be delivered under the covenant "—SEC Reports and Reports to Holders," which shall be prepared in accordance with GAAP in effect on the date thereof.

"Government Obligations," with respect to any new note, means (i) direct obligations of the United States of America where the timely payment or payments thereunder are supported by the full faith and credit of the United States of America or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America where the timely payment or payments thereunder are unconditionally guaranteed as a full faith and credit obligation by the United States of America, and which, in the case of (i) or (ii), are not callable or redeemable at the option of the issuer or issuers thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of or other amount with respect to any such Government Obligation held by such custodian for the account of the holder of a depository receipt; provided, however that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of or other amount with respect to the Government Obligation evidenced by such depository receipt.

"Guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person:

        (1)   to purchase or pay, or advance or supply funds for the purchase or payment of, such Indebtedness of such other Person, whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take or pay, or to maintain financial statement conditions or otherwise, or

        (2)   entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof, in whole or in part,

provided, that "Guarantee" will not include endorsements for collection or deposit in the ordinary course of business. "Guarantee" used as a verb has a corresponding meaning. Unless the context requires otherwise, references to the "Guarantees" are to any Guarantee of the Company's Obligations under the new notes and the Indenture provided by a Guarantor pursuant to the Indenture.

"Guarantor" means any Person that incurs a Guarantee of the new notes, including any Subsidiary Guarantor and, following the PTP Conversion, the PTP Parent; provided that upon the release and discharge of such Person from its Guarantee in accordance with the Indenture, such Person shall cease to be a Guarantor.

"Hedging Obligations" means the obligations of any Person pursuant to any Interest Rate Agreement, Currency Agreement, Market Hedge Agreement or Commodity Agreement.

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"Holders" means, at any given time, the holders of the new notes.

"Incur" means, with respect to any Indebtedness or other obligation of any Person, to create, issue, incur (including by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Indebtedness or other obligation on the balance sheet of such Person (and "Incurrence," "Incurred" and "Incurring" will have meanings correlative to the preceding).

"Indebtedness" means, with respect to any Person, if and to the extent it would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP (as adjusted by the definition of "Consolidation"), without duplication:

        (1)   the principal amount (or, if less, the accreted value) of all obligations of such Person for borrowed money;

        (2)   the principal amount (or, if less, the accreted value) of all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

        (3)   all Capitalized Lease Obligations of such Person;

        (4)   all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all payment obligations under any title retention agreement (but excluding (i) trade accounts payable and other accrued liabilities accounted for as current liabilities (in accordance with GAAP) arising in the ordinary course of business that are not overdue by 180 days or more or are being contested in good faith and (ii) any earn-out obligations);

        (5)   all obligations of such Person in respect of letters of credit, banker's acceptances or similar credit transactions, including reimbursement obligations in respect thereof;

        (6)   Guarantees and other contingent obligations of such Person in respect of Indebtedness referred to in clauses (1) through (5) above and clauses (8) through (10) below;

        (7)   all Indebtedness of any other Person of the type referred to in clauses (1) through (6) above which is secured by any Lien on any property or asset of the first Person, the amount of such Indebtedness being deemed to be the lesser of the Fair Market Value of such property or asset or the amount of the Indebtedness so secured;

        (8)   all obligations under Hedging Obligations of such Person;

        (9)   to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Receivables Transaction;

        (10) all Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any; and

        (11) all obligations in respect of repurchase agreements relating to loans, securities or other financial assets of such Person sold to a third party where such sales are coupled with an agreement of such Person to repurchase such loan, security or financial asset at an agreed price at a later date.

"Independent Financial Advisor" means an accounting firm, appraisal firm, investment banking firm or consultant of nationally recognized standing that is, in the reasonable, good faith judgment of the Company, qualified to perform the task for which it has been engaged and which is independent in connection with the relevant transaction.

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"Interest Rate Agreement" of any Person means any interest rate protection agreement (including, without limitation, interest rate swaps, caps, floors, collars, derivative instruments and similar agreements) and/or other types of hedging agreements designed to hedge interest rate risk of such Person.

"Investment" means, with respect to any Person, any:

        (1)   direct or indirect loan, advance or other extension of credit (including, without limitation, a Guarantee) to any other Person,

        (2)   capital contribution to any other Person (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of such Person), or

        (3)   purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any other Person.

"Investment" will exclude accounts receivable or deposits arising in the ordinary course of business. "Invest," "Investing" and "Invested" will have corresponding meanings.

"Investment Grade Rating" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's, BBB– (or the equivalent) by S&P and BBB– (or equivalent) by Fitch.

"Investment Return" means, in respect of any Investment (other than a Permitted Investment) made after the Issue Date by the Company or any Restricted Entity:

        (1)   the cash proceeds received by the Company or any Restricted Entity upon the sale, liquidation, repayment or other return of such Investment or, in the case of a Guarantee, the amount of the Guarantee upon the unconditional release of the Company and the Restricted Entities in full, less any payments previously made by the Company or any Restricted Entity in respect of such Guarantee;

        (2)   in the case of the Revocation of the Designation of an Unrestricted Entity, an amount equal to the lesser of:

(a)

the Company's, or, following the PTP Conversion, the PTP Parent's, Investment in such Unrestricted Entity at the time of such Revocation; and



(b)

the Designation Amount with respect to such Unrestricted Entity upon its Designation which was treated as a Restricted Payment; and

        (3)   in the event the Company or any Restricted Entity makes any Investment in a Person that, as a result of or in connection with such Investment, becomes a Restricted Entity, the Fair Market Value of the Investment of the Company and the Restricted Entities in such Person;

        in the case of each of (1), (2) and (3), up to the amount of such Investment that was treated as a Restricted Payment under "—Certain Covenants—Limitation on Restricted Payments" less the amount of any previous Investment Return in respect of such Investment.

"Investment Vehicle" means (i) a separate account or vehicle for collective investment for the benefit of third parties which third parties are not Affiliates of the Company (in whatever form of organization, including a corporation, limited liability company, partnership, association, trust or other entity, and including each separate portfolio or series of any of the foregoing), including any entity issuing collateralized loan obligations or collateralized debt obligations, the investments of which are managed by the Company or any Restricted Entity in the ordinary course of business; (ii) a Permitted CLO; (iii) a Permitted Seed Fund; (iv) a Permitted Warehouse SPV; and (v) a Manager Owned Affiliate.

"Issue Date" means November 2, 2015.

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"Key Person Trigger Event" means the termination of the Company, the PTP Parent or any of their respective direct or indirect subsidiaries as the collateral manager of one or more CLOs due to the exercise of a termination remedy provided by a key person trigger set forth in the respective management agreement with respect to any such CLO; provided, that during the 12 months following such termination on the applicable determination date (as defined below) (i) there is a decrease in CLO AUM (on the applicable determination date) equal to or in excess of 10% of CLO AUM as of June 30, 2015, and (ii) the Consolidated Total Senior Indebtedness to Adjusted Consolidated ENI EBITDA Ratio of the Company or, following the PTP Conversion, the PTP Parent is greater than 2.5 to 1.0. The "determination date" for purposes of this definition shall be the last day of each fiscal quarter ending within such 12 month period.

"Lien" means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest); provided, that the lessee in respect of a Capitalized Lease Obligation or Sale and Leaseback Transaction will be deemed to have Incurred a Lien on the property leased thereunder; provided, further that in no event shall an operating lease be considered a Lien.

"Majority-Owned Affiliate" of any Person means an entity (other than an issuing entity) that, directly or indirectly, majority controls, is majority controlled by or is under common majority control with, such Person. For purposes of this definition, "majority control" means ownership of more than 50% of the equity of an entity, or ownership of any other controlling financial interest in the entity, as determined under GAAP.

"Manager Owned Affiliate" means an entity the sole purpose of which is to hold, directly or indirectly, Permitted CLO Investments either directly or through one or more other entities that are themselves wholly-owned directly or indirectly by such entity; provided that (i) any Investment made by such entity must be a Permitted CLO Investment and (ii) entities that are not Affiliates of the Company, the PTP Parent and/or their respective Affiliates, as the case may be, collectively hold 5% or more of the equity interests of such entity.

"Market Hedge Agreement" means any long or short position with respect to a broad-based market, sector or industry index, or any other substantially similar arrangement, made for non-speculative purposes and designed to protect against or manage, indirectly, exposure to fluctuations in the value of a debt instrument (or portfolio or fund comprised of debt instruments) as a result of market risk.

"Maturity" when used with respect to any new note, means the date on which the principal of such note becomes due and payable as provided in the new notes and the Indenture, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment or otherwise and includes any date of redemption.

"Maximum Designated Capital Raise Amount" means (i) for the first six months following the date of a Designated Capital Raise (the "Designated Capital Raise Date"), the net proceeds from the Designated Capital Raise (the "Designated Capital Raise Amount"), (ii) for any date after the last day of such six month period through the date which is 12 months after the Designated Capital Raise Date, 75% of the Designated Capital Raise Amount, (iii) for any date after the last day of such 12 month period through the date which is 18 months after the Designated Capital Raise Date, 50% of the Designated Capital Raise Amount, (iv) for any date after the last day of such 18 month period the Designated Capital Raise Date through the date which is 24 months after the Designated Capital Raise Date, 25% of the Designated Capital Raise Amount and (v) for any date after the last day of such 24 month period, zero.

"Maximum Note Proceeds Amount" means (i) for the first six months following the Issue Date, the net proceeds from the offering of the new notes (the "Note Proceeds Amount"), (ii) for any date after the

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last day of such six month period through the date which is 12 months after the Issue Date, 75% of the Note Proceeds Amount, (iii) for any date after the last day of such 12 month period through the date which is 18 months after the Issue Date, 50% of the Note Proceeds Amount, (iv) for any date after the last day of such 18 month period through the date which is 24 months after the Issue Date, 25% of the Note Proceeds Amount and (v) for any date after the last day of such 24 month, zero.

"Maximum Other Restricted Payment Amount" means (i) for the fiscal year ending December 31, 2015, $5 million, (ii) for the fiscal year ending December 31, 2016, (a) $5 million increased by (b) the percentage increase (if any) of Adjusted Consolidated ENI EBITDA of the Company or, following the PTP Conversion, the PTP Parent for the fiscal year ending December 31, 2015 as compared to Adjusted Consolidated ENI EBITDA of the Company for the fiscal year ended December 31, 2014 and (iii) for any fiscal year ending after January 1, 2017, (a) the Maximum Other Restricted Payment Amount for the immediately preceding fiscal year increased by (b) the percentage increase (if any) of Adjusted Consolidated ENI EBITDA of the Company or, following the PTP Conversion, the PTP Parent for the immediately preceding fiscal year (the "base year") as compared to Adjusted Consolidated ENI EBITDA of the Company or the PTP Parent, as applicable, in the fiscal year immediately prior to the base year.

"Maximum Permitted Warehouse and Other Investment Amount" means (i) for the fiscal year ending December 31, 2015, $100 million (the "Initial Maximum Permitted Warehouse and Other Investment Amount"), (ii) for the fiscal year ending December 31, 2016, (a) the Initial Maximum Permitted Warehouse and Other Investment Amount increased by (b) the percentage increase (if any) of Adjusted Consolidated ENI EBITDA of the Company or, following the PTP Conversion, the PTP Parent for the fiscal year ending December 31, 2015 as compared to Adjusted Consolidated ENI EBITDA of the Company for the fiscal year ended December 31, 2014, and (iii) for any fiscal year ending after January 1, 2017, (a) the Maximum Permitted Warehouse and Other Investment Amount for the immediately preceding fiscal year increased by (b) the percentage increase (if any) of Adjusted Consolidated ENI EBITDA of the Company or, following the PTP Conversion, the PTP Parent for the immediately preceding fiscal year (the "base year") as compared to Adjusted Consolidated ENI EBITDA of the Company or the PTP Parent, as applicable, in the fiscal year immediately prior to the base year.

"Maximum Seed Fund Investment Amount" means (i) for the fiscal year ending December 31, 2015, $80 million (the "Initial Maximum Seed Fund Investment Amount"), (ii) for the fiscal year ending December 31, 2016, (a) the Initial Maximum Seed Fund Investment Amount increased by (b) the percentage increase (if any) of Adjusted Consolidated ENI EBITDA of the Company or, following the PTP Conversion, the PTP Parent for the fiscal year ending December 31, 2015 as compared to Adjusted Consolidated ENI EBITDA of the Company for the fiscal year ended December 31, 2014, and (iii) for any fiscal year ending after January 1, 2017, (a) the Maximum Seed Fund Investment Amount for the immediately preceding fiscal year increased by (b) the percentage increase (if any) of Adjusted Consolidated ENI EBITDA of the Company or, following the PTP Conversion, the PTP Parent for the immediately preceding fiscal year (the "base year") as compared to Adjusted Consolidated ENI EBITDA of the Company or the PTP Parent, as applicable, in the fiscal year immediately prior to the base year.

"Money" shall have the meaning accorded to such term in the UCC.

"Moody's" means Moody's Investors Service, Inc. or any successor to the rating agency business thereof.

"NAIC" means the National Association of Insurance Commissioners.

"Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds in the form of Cash or Cash Equivalents, including non-cash consideration and payments in respect of deferred payment obligations

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when received in the form of Cash or Cash Equivalents, received by the Company or any of the Restricted Entities from such Asset Sale, net of, without duplication:

        (1)   reasonable out-of-pocket expenses and fees relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and sales commissions);

        (2)   the Company's good faith estimate of taxes paid or payable in respect of such Asset Sale after taking into account any reduction in Consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements;

        (3)   repayment of Indebtedness secured by a Lien permitted under the Indenture that is required to be repaid in connection with such Asset Sale; and

        (4)   appropriate amounts to be provided by the Company or any Restricted Entity, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Entity, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, but excluding any reserves with respect to Acquired Indebtedness.

"Obligations" means, with respect to any Indebtedness, any principal, interest (including, without limitation, Post-Petition Interest), penalties, fees, indemnifications, reimbursements, damages, and other liabilities payable under the documentation governing such Indebtedness, including in the case of the new notes, the Indenture.

"Officers' Certificate" means a certificate signed by two Authorized Officers of the Company or, following the PTP Conversion, the PTP Parent, and delivered to the Trustee.

"Opinion of Counsel" means a written opinion of legal counsel, who may be an employee of or legal counsel for the Company (except as otherwise provided in the Indenture) and who shall be reasonably acceptable to the Trustee.

"Permitted Acquisition Indebtedness" means Indebtedness of the Company or any of the Restricted Entities to the extent such Indebtedness was (i) Indebtedness of a Subsidiary of the Company, or following the PTP Conversion, a Subsidiary of the Company or the PTP Parent, prior to the date on which such Subsidiary became a Restricted Entity, (ii) Indebtedness of a Person that is merged, consolidated or amalgamated into the Company or a Restricted Entity or (iii) assumed in connection with the acquisition of assets from a Person; provided, that on the date such Subsidiary became a Restricted Entity (in the case of clause (i)) or the date such Person was merged, consolidated or amalgamated into the Company or a Restricted Entity (in the case of clause (ii)) or such Indebtedness was assumed in connection with an asset acquisition (in the case of clause (iii)), as applicable, after giving pro forma effect thereto, (a) the Consolidated Net Worth of the Company and the Restricted Entity would be greater than the Consolidated Net Worth immediately prior to such transaction, (b) the Company, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to paragraph (1) under "—Certain Covenants—Limitation on Incurrence of Additional Indebtedness" or (c) the Consolidated Fixed Charge Coverage Ratio of the Company would be equal to or better than the Consolidated Fixed Charge Coverage Ratio of the Company immediately prior to such transaction.

"Permitted Business" means the business or businesses conducted by the Company and its Subsidiaries as of the Issue Date and any business, services, or activities ancillary, complementary, incidental, related or similar thereto, or any business activity that is a reasonable extension, development or expansion thereof, including as a result of the PTP Conversion.

"Permitted CLO" means a CLO (a) the collateral manager of which is the Company, the PTP Parent or any of their respective direct or indirect subsidiaries, (b) with respect to which none of the Company, the PTP Parent or any of their respective Affiliates have the contractual or voting power to direct or

89

cause the direction of the appointment of the members of, or to determine the policies of, such CLO's Board of Directors (or equivalent body), and (c) in which none of the Company, the PTP Parent or any of their respective Affiliates have any economic interest other than (x) the collateral manager's right to receive management fees and incentive-based revenues and (y) any Permitted CLO Investment therein; provided that the CLOs listed on Schedule A to the Indenture shall be deemed to be Permitted CLOs.

"Permitted CLO Investment" means an Investment in (i) up to 100% of the equity in a Permitted CLO; (ii) a portion of some or all of the credit tranches of such Permitted CLO, or (iii) a combination of the Investments permitted by clauses (i) and (ii) of this paragraph; provided that such Investment does not exceed the sum of (x) the interest in such Permitted CLO held for purposes of compliance with the "risk retention" regulations in effect in any applicable jurisdiction in which interests in the debt or equity of such Permitted CLO is issued, marketed or sold, and (y) up to an additional 10% of the economic interest in such Permitted CLO, where such additional Investment is required in order to consummate the issuance of such Permitted CLO.

"Permitted Holder" means (i) DFR Holdings LLC, (ii) any Affiliate of DFR Holdings LLC and (iii) any "group" (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the Persons specified in clauses (i) or (ii) are members; provided, that no member of the "group" (other than the Persons specified in clauses (i) or (ii)) shall, without giving effect to Rule 13d-5 of the Exchange Act, have Beneficial Ownership of 50% of more of the Voting Stock of the Company.

"Permitted Indebtedness" has the meaning set forth under clause (2) of "—Certain Covenants—Limitation on the Incurrence of Additional Indebtedness."

"Permitted Investments" means:

        (1)   Investments by the Company or any Restricted Entity in any Person that is, or that result in any Person becoming, immediately after such Investment, a Restricted Entity or constituting a merger or consolidation of such Person into the Company or with or into a Restricted Entity;

        (2)   Investments by any Restricted Entity in the Company;

        (3)   Investments in Cash or Cash Equivalents;

        (4)   any Investment existing on the Issue Date and any extension, modification or renewal of any Investments existing as of the Issue Date (but not Investments involving additional advances, contributions or other investments of cash or property or other increases thereof, other than as a result of the accrual or accretion of interest or original issue discount or payment-in-kind pursuant to the terms of such Investment as of the Issue Date), other than pursuant to terms of such Investment existing on the Issue Date;

        (5)   Investments received as a result of the bankruptcy or reorganization of any Person or a foreclosure, or taken in settlement of or other resolution of claims or disputes, and, in each case, extensions, modifications and renewals thereof;

        (6)   Investments made by the Company or the Restricted Entities as a result of non-cash consideration permitted to be received in connection with an Asset Sale made in compliance with the covenant described under "—Certain Covenants—Limitation on Asset Sales and Sales of Subsidiary Stock";

        (7)   Investments in the form of Hedging Obligations permitted under clause 2(c) of "—Certain Covenants—Limitation on the Incurrence of Additional Indebtedness;"

        (8)   prepayments and credits or advances to customers or suppliers in the ordinary course of business;

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        (9)   Investments in any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers' compensation, performance and other similar deposits made in the ordinary course of business by the Company or any Restricted Entity;

        (10) receivables owing to the Company or any Restricted Entity if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;

        (11) Investments in a Receivables Entity in connection with a Receivables Transaction; provided, that such Investment in any such Person is in the form of any equity interest or interests in receivables and related assets generated by the Company or any Restricted Entity and transferred to such Person in connection with a Receivables Transaction;

        (12) Permitted CLO Investments;

        (13) Permitted Seed Fund Investments;

        (14) Investments in Manager Owned Affiliates;

        (15) Permitted Proceeds Investments;

        (16) Permitted Warehouse and Other Investments;

        (17) Investments in Foreign Manager Owned Affiliates, to the extent such Investments are used, directly or indirectly, to make Permitted CLO Investments;

        (18) guarantees (including Guarantees) of Indebtedness permitted under the covenant contained under "—Certain Covenants—Limitations on Incurrence of Additional Indebtedness" and performance guarantees consistent with past practice, and the creation of liens on the assets of the Company or any of the Restricted Entities in compliance with the covenant described in "—Certain Covenants—Limitation on Liens";

        (19) Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons;

        (20) loans and advances relating to indemnification or reimbursement of any officers, directors or employees in respect of liabilities relating to their serving in any such capacity;

        (21) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of the second paragraph of the covenant described under "—Certain Covenants—Limitation on Transactions with Affiliates" (except transactions described in clauses (2)(c) and (d) of such paragraph);

        (22) loans and advances to officers, directors and employees for business related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business consistent with past practice; and

        (23) lease, utility and other similar deposits in the ordinary course of business;

provided, that with respect to any Investment, the Company may, in its sole discretion, allocate all or any portion of any Investment and later reallocate all or any portion of any Investment to, one or more of the above clauses (1) through (23) so that the entire Investment would be a Permitted Investment.

"Permitted Liens" means any of the following:

        (1)   statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of

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business for sums not yet delinquent, being contested in good faith or which would not reasonably be expected to result in a material adverse effect;

        (2)   Liens Incurred or pledges, deposits or security under workers' compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in connection therewith, or to secure the performance of tenders, statutory obligations, stays, performance, indemnity, warranty, payment of rent, insurance arrangements, releases, surety and appeal bonds, bids, leases, government performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money), in each case, in the ordinary course of business or consistent with past practice;

        (3)   Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

        (4)   Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

        (5)   Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the Company or a Restricted Entity, including rights of offset and set off;

        (6)   Liens securing Hedging Obligations that relate to Indebtedness that is Incurred in accordance with "—Certain Covenants—Limitation on the Incurrence of Additional Indebtedness" and that are secured by the same assets as secure such Hedging Obligations;

        (7)   Liens existing on the Issue Date and Liens securing Refinancing Indebtedness Incurred to refinance Indebtedness that was previously secured by a Permitted Lien (other than Permitted Liens Incurred pursuant to clause (14) below), provided, that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property that is the security for a Permitted Lien hereunder;

        (8)   Liens securing Acquired Indebtedness Incurred in accordance with "—Certain Covenants—Limitation on the Incurrence of Additional Indebtedness" not Incurred in connection with, or in anticipation or contemplation of, the relevant acquisition, merger or consolidation; provided, that:

(a)

such Liens secured such Acquired Indebtedness at the time of and/or prior to the Incurrence of such Acquired Indebtedness by the Company or a Restricted Entity and were not granted in connection with, or in anticipation of the Incurrence of such Acquired Indebtedness by the Company or a Restricted Entity, and



(b)

such Liens do not extend to or cover any property of the Company or any Restricted Entity other than the property that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Company or a Restricted Entity and are no more favorable to the lienholders than the Liens securing the Acquired Indebtedness prior to the Incurrence of such Acquired Indebtedness by the Company or a Restricted Entity;

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        (9)   purchase money Liens securing Purchase Money Indebtedness or Capitalized Lease Obligations Incurred to finance the acquisition, construction, improvement or leasing of property of the Company or a Restricted Entity used in a Permitted Business; provided, that:

(a)

the related Purchase Money Indebtedness does not exceed the cost of such property and shall not be secured by any property of the Company or any Restricted Entity other than the property so acquired, constructed or improved, and



(b)

the Lien securing such Indebtedness will be created within 90 days of such acquisition, construction or improvement;

        (10) any pledge or deposit of cash, government bonds or other property in conjunction with obtaining surety, appeal and performance bonds and letters of credit in the ordinary course of business;

        (11) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

        (12) Liens encumbering customary initial deposits and margin deposits, and other Liens that are customary in the industry and Incurred in the ordinary course of business securing Indebtedness under Hedging Obligations and forward contracts, options, futures contracts, futures options or similar agreements or arrangements designed to protect the Company and the Restricted Entities from fluctuations in the price of commodities;

        (13) Liens on accounts receivable or related assets Incurred in connection with a Receivables Transaction;

        (14) licenses of intellectual property granted in the ordinary course of business;

        (15) Liens to secure a defeasance trust to the extent such defeasance is otherwise permitted pursuant to the terms of the Indenture;

        (16) Liens for taxes, assessments or other governmental charges not yet subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings provided appropriate reserves required pursuant to GAAP have been made in respect thereof;

        (17) minor survey exceptions, ground leases, encumbrances, easements, sewers, electric lines, telephone lines, rights of others, licenses, rights of way, zoning and similar restrictions, reservations, restrictions or encumbrances in respect of real property or title defects that do not in the aggregate materially adversely affect the value of said properties (as such properties are used by the Company or the Restricted Entities) or materially impair their use in the operation of the business of the Company and the Restricted Entities;

        (18) leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Company or any of the Restricted Entities;

        (19) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company or any of the Restricted Entities in the ordinary course of business;

        (20) judgment Liens not giving rise to an Event of Default;

        (21) Liens on Capital Stock of an Unrestricted Entity;

        (22) Liens in favor of the Company or any Restricted Entity;

        (23) leases, licenses, subleases or sublicenses granted in the ordinary course of business that do not interfere in any material respect with the business of the Company or any Restricted Entity;

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        (24) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

        (25) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Company or any of the Restricted Entities or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

        (26) banker's Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution or securities intermediary; or

        (27) other Liens to secure Indebtedness of the Company or any of the Restricted Entities incurred in the ordinary course of business, not to exceed $5.0 million at any one time outstanding.

"Permitted Proceeds Investment" means any Investment not in excess of the amount of the net proceeds of the new notes or the net proceeds of a Designated Capital Raise; provided that (i) such Investment is made in Permitted Warehouse and Other Investments and (ii) the principal amount of such Investments at no time exceeds the Maximum Note Proceeds Amount (in the case of an Investment of the Note Proceeds Amount) and/or the Maximum Designated Capital Raise Amount (in the case of an Investment of any Designated Capital Raise Amount) applicable on any date of determination.

"Permitted Seed Fund" means an entity or separate account managed by the Company, the PTP Parent or any of their respective direct or indirect subsidiaries into which the Company, the PTP Parent or any of their respective direct or indirect subsidiaries provides some or all of the assets and/or some or all of the funding used to acquire the assets to be managed thereunder in order to promote investment therein by parties unaffiliated with the Company, the PTP Parent or any of their respective Affiliates for purposes of generating management fees or other incentive-based revenue for the Company, the PTP Parent or any of their respective direct or indirect subsidiaries; provided, however, that such entity or separate account will no longer be a Permitted Seed Fund if at any time the value of the economic interest therein of the Company, the PTP Parent or any of their respective direct or indirect subsidiaries, taken as a whole, exclusive of the economic value of any incentive-based interests thereof that are not based on invested capital, exceeds (i) 75.0% of the total value of all such economic interests in such entity or separate account on any date following the first 12 months after the date of the initial investment by a third party therein, or (ii) 49.9% of the total value of all such economic interests in such entity or separate account on any date following the first 24 months after the date of the initial investment by a third party therein.

"Permitted Seed Fund Investment" means an Investment in an entity or a separate account which is a Permitted Seed Fund; provided that the aggregate amount thereof, taken together with all other Investments in Permitted Seed Funds in any calendar year, shall not exceed the Maximum Seed Fund Investment Amount as of the date of determination.

"Permitted Warehouse and Other Investments" means Investments in (i) credit funds managed by the Company, the PTP Parent and any of their respective direct or indirect subsidiaries, (ii) senior secured corporate loans, (iii) senior and subordinated corporate loans or bonds, (iv) interests in CLOs and collateralized debt obligations, and (v) Permitted Warehouse SPVs; provided that (x) the principal amount of such Investments in Permitted Warehouse and Other Investments shall not exceed, in the aggregate, the Maximum Permitted Warehouse and Other Investment Amount as of the date of determination and (y) the portion of the principal amount of such Investments that are Investments in Permitted Warehouse SPVs shall not exceed, in the aggregate, 50.0% of the Maximum Permitted Warehouse and Other Investment Amount as of the date of determination.

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"Permitted Warehouse SPV" means a bankruptcy remote special purpose vehicle (a) the collateral manager of which is the Company, the PTP Parent or any of their respective direct or indirect subsidiaries, (b) which, invests in a portfolio of investments suitable for a CLO at the time of investment and exists for the primary purpose of sale of the collateral assets it holds to one or more Permitted CLOs or merging into a Permitted CLO; (c) debt financing (including total return swaps) for which, if any, is provided by third parties not Affiliated with the Company and the recourse of such third parties for a default on such debt financing is limited to the assets of such vehicle, (d) which, should it acquire any assets from the Company or any Restricted Entity, shall be on terms no less favorable than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of the Company; provided that the Permitted Warehouse SPVs listed on Schedule A to the Indenture shall be deemed to be Permitted Warehouse SPVs; provided further that a Permitted Warehouse SPV shall only maintain its status as a Permitted Warehouse SPV until the third anniversary of the initial Investment by the Company or a Restricted Entity into such vehicle (such date, and any anniversary thereof, a "Warehouse Termination Date"), unless, on the Warehouse Termination Date for such Permitted Warehouse SPV, the Company or, following the PTP Conversion, the PTP Parent, is able to Incur at least $1.00 of additional Indebtedness pursuant to clause (1) of "—Limitation on the Incurrence of Additional Indebtedness;" in which case the then applicable Warehouse Termination Date for such vehicle may, at the Company's or the PTP Parent's (as applicable) option, be extended (on an annual basis) for up to one year until the next annual Warehouse Termination Date therefor, on which date the Company or the PTP Parent (as applicable) shall be required to meet such Indebtedness test in order to further extend the Warehouse Termination Date up to an additional one year from the then-current Warehouse Termination Date for such vehicle.

"Person" means any individual, corporation, limited liability company, partnership, joint venture, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or other entity.

"Post-Petition Interest" means all interest accrued or accruing after the commencement of any insolvency or liquidation proceeding (and interest that would accrue but for the commencement of any insolvency or liquidation proceeding) in accordance with and at the contract rate (including, without limitation, any rate applicable upon default) specified in the agreement or instrument creating, evidencing or governing any Indebtedness, whether or not, pursuant to applicable law or otherwise, the claim for such interest is allowed as a claim in such insolvency or liquidation proceeding.

"Preferred Stock" of any Person means any capital stock of such Person that has preferential rights with respect to dividends, distributions or redemptions or upon liquidation.

"PTP Parent Conversion" means the conversion of the PTP Parent from a Delaware limited liability company to a Delaware limited partnership.

"Purchase Money Indebtedness" means Indebtedness Incurred for the purpose of financing all or any part of the purchase price, or other cost of construction or improvement, including related development costs, of any asset (other than Capital Stock); provided, that the aggregate principal amount of such Indebtedness does not exceed the lesser of the Fair Market Value of such asset or such purchase price or cost, including any Refinancing of such Indebtedness that does not increase the aggregate principal amount (or accreted amount, if less) thereof as of the date of Refinancing.

"Qualified Capital Stock" means any Capital Stock that is not Disqualified Capital Stock and any warrants, rights or options to purchase or acquire Capital Stock that is not Disqualified Capital Stock that are not convertible into or exchangeable into Disqualified Capital Stock.

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"Rating" means, as determined below:

        (1)   if the new notes are rated and monitored by one Rating Agency, then the rating designated by such Rating Agency;

        (2)   if the new notes are rated and monitored by two Rating Agencies, then the lower rating; and

        (3)   if the new notes are rated and monitored by three or more Rating Agencies, then the second lowest rating.

"Rating Agencies" or "Rating Agency" means Moody's, S&P or Fitch or any other nationally recognized statistical rating organization as recognized by the NAIC. In the event that any of Moody's, S&P or Fitch is no longer in existence or issuing ratings, such organization may be replaced by a nationally recognized United States securities rating agency or agencies, or the case may be, designated by the Company with notice to the Trustee.

"Receivables Entity" means a Person in which the Company or any Restricted Entity makes an Investment and:

        (1)   to which the Company or any Restricted Entity transfers receivables and related assets in connection with a Receivables Transaction;

        (2)   which engages in no activities other than in connection with the Receivables Transaction, all proceeds thereof and all rights (contractual and other), collateral and other assets relating thereto and any business or activities incidental or related to such business;

        (3)   no portion of the Indebtedness or any other obligations (contingent or otherwise) of which:

(a)

is guaranteed by the Company or any Restricted Entity (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings);



(b)

is recourse to or obligates the Company or any Restricted Entity in any way other than pursuant to Standard Securitization Undertakings; or



(c)

subjects any property or asset of the Company or any Restricted Entity, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

        (4)   with which neither the Company nor any Restricted Entity has any material contract, agreement, arrangement or understanding (except in connection with a Receivables Transaction) other than on terms which the Company reasonably believes to be no less favorable to the Company or such Restricted Entity than those that might be obtained at the time from Persons that are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing receivables; and

        (5)   to which neither the Company nor any Restricted Entity has any obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results.

"Receivables Transaction" means any securitization, factoring, discounting or similar financing transaction or series of transactions that may be entered into by the Company or any of the Restricted Entities in the ordinary course of business pursuant to which the Company or any of the Restricted Entities may sell, convey or otherwise transfer to any Person (including a Receivables Entity), or may grant a security interest in, any receivables (whether now existing or arising in the future) of the Company or any of the Restricted Entities, and any assets related thereto, including all collateral

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securing such receivables, all contracts and all guarantees or other obligations in respect of such receivables, the proceeds of such receivables and other assets which are customarily transferred, or in respect of which security interests are customarily granted, in connection with securitization, factoring or discounting involving receivables.

"Receivables Transaction Amount" means the amount of obligations outstanding under the legal documents entered into as part of a Receivables Transaction on any date of determination that would be characterized as principal if such Receivables Transaction were structured as a secured lending transaction rather than a purchase.

"Refinance" means, in respect of any Indebtedness, to issue any Indebtedness in exchange for or to refinance, replace, defease or refund such Indebtedness in whole or in part. "Refinanced" and "Refinancing" will have correlative meanings.

"Refinancing Indebtedness" means Indebtedness of the Company or any Restricted Entity issued to Refinance any other Indebtedness of the Company or a Restricted Entity so long as:

        (1)   the aggregate principal amount (or initial accreted value, if applicable) of such new Indebtedness as of the date of such proposed Refinancing does not exceed the aggregate principal amount (or initial accreted value, if applicable) of the Indebtedness being Refinanced (plus the amount of any premium (including reasonable tender premiums) defeasance costs and fees required to be paid under the terms of the instrument governing such Indebtedness and the amount of reasonable expenses incurred by the Company in connection with such Refinancing);

        (2)   such new Indebtedness has:

(a)

a Weighted Average Life to Maturity that is equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being Refinanced, and



(b)

a final maturity that is equal to or later than the final maturity of the Indebtedness being Refinanced; and

        (3)   if the Indebtedness being Refinanced is:

(a)

Indebtedness of the Company, then such Refinancing Indebtedness will be Indebtedness of the Company or a Guarantor, or



(b)

Subordinated Indebtedness, then such Refinancing Indebtedness shall be subordinate in right of payment to the new notes at least to the same extent and in the same manner as the Indebtedness being Refinanced.

"Registration Rights Agreement" means the registration rights agreement the Company, the Guarantors as of the date of this offering memorandum and the initial purchaser will enter into in which the Company and the Guarantors will agree to conduct an exchange offer with respect to the new notes.

"Required Rating" means, with respect to the new notes, the lesser of (i) a Rating of "BB–" using the S&P ratings scale (or the equivalent Rating from another Rating Agency), and (ii) the Rating of the new notes immediately prior to the proposed Incurrence (including an issuance of new notes).

"Restricted Entity" means any Restricted Subsidiary and, following the PTP Conversion, the PTP Parent.

"Restricted Payment" has the meaning set forth under "—Certain Covenants—Limitation on Restricted Payments."

"Restricted Subsidiary" means any direct or indirect Subsidiary of the Company or, following the PTP Conversion, any direct or indirect PTP Parent Subsidiary, which at the time of determination is not an Unrestricted Entity.

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"Revocation" has the meaning set forth under "—Certain Covenants—Limitation on Designation of Unrestricted Entities."

"S&P" means Standard & Poor's Ratings Services or any successor to the rating agency business thereof.

"Sale and Leaseback Transaction" means any direct or indirect arrangement with any Person or to which any such Person is a party providing for the leasing to the Company or a Restricted Entity of any property, whether owned by the Company or any Restricted Entity on the Issue Date or later acquired, which has been or is to be sold or transferred by the Company or such Restricted Entity to such Person or to any other Person by whom funds have been or are to be advanced on the security of such property.

"SEC" means the U.S. Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

"Senior Indebtedness" means the new notes and any other Indebtedness of the Company that ranks equal in right of payment with the new notes.

"Significant Subsidiary" means any Restricted Subsidiary that would be a "Significant Subsidiary" of the Company or, following the PTP Conversion, the PTP Parent, within the meaning of Rule 1-02 under Regulation S-X promulgated pursuant to the Securities Act (as in effect on the Issue Date).

"Standard Securitization Undertakings" means representations, warranties, covenants and indemnities entered into by the Company or any Restricted Entity which the Company has determined in good faith are reasonably customary in securitization of receivables transactions.

"Stated Maturity," when used with respect to any new note or any installment of principal thereof or any premium or interest thereon, means the date on which the principal of such note or such installment of principal or premium or interest is scheduled to be due and payable in the documentation governing such instrument, and will not include any dates on which contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof are performed.

"Subordinated Indebtedness" means (a) with respect to the Company, any Indebtedness of the Company that is by its terms subordinated in right of payment to the new notes and (b) with respect to any Guarantor of the new notes, any Indebtedness of such Guarantor that is by its terms subordinated in right of payment to its Guarantee of the new notes.

"Subsidiary" means, with respect to any specified Person:

(a)

any corporation, association or other business entity, of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and



(b)

any partnership, joint venture, limited liability company or similar entity of which more than 50% of the capital accounts, distribution rights, total equity and voting interests, or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, special or limited partnership or otherwise, provided that, in all cases, Subsidiary shall not include any Investment Vehicle even if any such entity would be consolidated with the Company or, following the PTP Conversion, the PTP Parent, under GAAP.

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"Subsidiary Guarantors" means each Subsidiary of the Company that delivers a Guarantee under the terms of the Indenture.

"U.S." means the United States of America.

"UCC" or "Uniform Commercial Code" means the Uniform Commercial Code as in effect on the date of the Indenture in the State of New York.

"Unrestricted Entity" means any Subsidiary of the Company or, following the PTP Conversion, the PTP Parent, Designated as such pursuant to "—Certain Covenants—Limitation on Designation of Unrestricted Entities." Any such Designation may be revoked by delivery of an Officers' Certificate to the Trustee, subject to the provisions of such covenant.

"Voting Stock" with respect to any Person, means securities of any class of Capital Stock of such Person entitling the holders thereof to vote in the election of members of the Board of Directors (or equivalent governing body) of such Person.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)

the sum of the products obtained by multiplying:



(a)

the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal or liquidation preference, as the case may be, including payment at final maturity, in respect thereof, by



(b)

the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment; by



(2)

the then outstanding aggregate principal amount of such Indebtedness.

"wholly-owned," when used with reference to a Subsidiary of a Person, means a Subsidiary of which all of the outstanding Capital Stock (other than directors' qualifying shares and shares issued to foreign nationals under applicable law) is owned by such Person and/or one or more wholly-owned Subsidiaries of such Person.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS

        This section is a discussion of U.S. federal income tax considerations relating to the exchange offer. This summary does not provide a complete analysis of all potential tax considerations. The information provided below is based on the Internal Revenue Code of 1986, as amended (the "Code"), U.S. Treasury Regulations, Internal Revenue Service ("IRS") rulings and pronouncements, and judicial decisions all as now in effect and all of which are subject to change or differing interpretations, possibly with retroactive effect. There can be no assurances that the IRS will not challenge one or more of the tax consequences described herein, and we have not obtained, nor do we intend to obtain, a ruling from the IRS with respect to the U.S. federal income consequences of the exchange offer. The summary generally applies only to beneficial owners of the new notes that hold the new notes as capital assets. This discussion does not purport to deal with all aspects of U.S. federal income taxation that may be relevant to a particular beneficial owner in light of the beneficial owner's circumstances (for example, persons subject to the alternative minimum tax provisions of the Code, or a U.S. Holder (as defined below) whose "functional currency" is not the U.S. dollar). Also, it is not intended to be wholly applicable to all categories of investors, some of which may be subject to special rules (such as dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting, banks, thrifts, regulated investment companies, real estate investment trusts, insurance companies, tax-exempt entities, tax-deferred or other retirement accounts, certain former citizens or residents of the United States, persons holding notes as part of a hedging, conversion or integrated transaction or a straddle, or persons deemed to sell notes under the constructive sale provisions of the Code). Finally, the summary does not describe the effect of the U.S. federal estate and gift tax laws on U.S. Holders or the effects of any applicable foreign, state or local laws.

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THIS SUMMARY IS FOR GENERAL INFORMATION AND IS NOT TAX ADVICE WITH RESPECT TO ANY SPECIFIC INVESTOR IN LIGHT OF SUCH INVESTOR'S PARTICULAR CIRCUMSTANCES. INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE CONSEQUENCES OF U.S. FEDERAL ESTATE OR GIFT TAX LAWS, FOREIGN, STATE AND LOCAL LAWS, AND TAX TREATIES.

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        As used herein, the term "U.S. Holder" means a beneficial owner of the new notes that, for U.S. federal income tax purposes is (1) an individual who is a citizen or resident of the United States, (2) a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state of the United States, including the District of Columbia, (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (4) a trust if it (a) is subject to the primary supervision of a U.S. court and the control of one of more U.S. persons or (b) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

        If a partnership (including an entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of a new note, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership. A beneficial owner of a new note that is a partnership, and partners in such partnership, should consult their own tax advisors about the U.S. federal income tax consequences of the exchange offer.

        The exchange of old notes for new notes pursuant to the exchange offer will not be a taxable exchange for U.S. federal income tax purposes. Accordingly, for U.S. federal income tax purposes, a holder will have the same tax basis and holding period in the new notes as the holder had in the old notes immediately before the exchange offer.

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BOOK-ENTRY; DELIVERY AND FORM

        The new notes will be issued only in fully registered form, without interest coupons, and in denominations of $1,000 and integral multiples of $1,000.

        The new notes will be evidenced by the global note which will be deposited with, or on behalf of, DTC, or any successor thereto, and registered in the name of Cede, as nominee of DTC. Except as set forth below, record ownership of the global note may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the global notes may not be exchanged for definitive notes in registered certificated form ("Certificated Notes") except in the limited circumstances described below.

        The global note is exchangeable for Certificated Notes in fully registered form without interest coupons only in the following limited circumstances:

•

DTC notifies the Company that it is unwilling or unable to continue as depositary for the global notes and the Company fails to appoint a successor depositary within 90 days of such notice, or

•

there shall have occurred and be continuing an Event of Default with respect to the new notes.

        Certificated Notes may not be exchanged for beneficial interests in the global note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such notes. See "Notice to Investors."

        In those circumstances, DTC will determine in whose names any securities issued in exchange for the global note will be registered. Any such notes in certificated form will be issued in minimum denominations of $1,000 and multiples of $1,000 in excess thereof and may be transferred or exchanged only in such minimum denominations.

        DTC or its nominee will be considered the sole owner and holder of the global note for all purposes, and as a result:

•

you cannot get new notes registered in your name if they are represented by the global note;

•

you cannot receive certificated (physical) notes in exchange for your beneficial interest in the global note;

•

you will not be considered to be the owner or holder of the global note or any new note it represents for any purpose; and

•

all payments on the global note will be made to DTC or its nominee.

        The laws of some jurisdictions require that certain kinds of purchasers (for example, certain insurance companies) can only own securities in definitive (certificated) form. These laws may limit your ability to transfer your beneficial interests in the global note to these types of purchasers.

        Only institutions (such as a securities broker or dealer) that have accounts with the DTC or its nominee (called "participants") and persons that may hold beneficial interests through participants (including through Euroclear Bank SA/NV or Clearstream Banking, société anonyme, as DTC participants) can own a beneficial interest in the global note. The only place where the ownership of beneficial interests in the global note will appear and the only way the transfer of those interests can be made will be on the records kept by DTC (for their participants' interests) and the records kept by those participants (for interests of persons held by participants on their behalf).

        Secondary trading in bonds and notes of corporate issuers is generally settled in clearing-house (that is, next-day) funds. In contrast, beneficial interests in a global note usually trade in DTC's same-day funds settlement system, and settle in immediately available funds. We make no

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representations as to the effect that settlement in immediately available funds will have on trading activity in those beneficial interests.

        We will make cash payments of interest on and principal of the global note to Cede, the nominee for DTC, as the registered owner of the global note. We will make these payments by wire transfer of immediately available funds on each payment date.

        You may exchange or transfer the new notes at the corporate trust office of the Trustee for the new notes or at any other office or agency maintained by us for those purposes. We will not require payment of a service charge for any transfer or exchange of the new notes, but DTC may require payment of a sum sufficient to cover any applicable tax or other governmental charge.

        A Holder may transfer or exchange new notes in accordance with the Indenture. The registrar and the Company may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of new notes. Holders will be required to pay all taxes due on transfer. The Company is not required to transfer or exchange any new note selected for redemption. Also, the Company is not required to transfer or exchange any new note for a period of 15 days before a selection of new notes to be redeemed.

        We have been informed that, with respect to any cash payment of interest on or principal of the global note, DTC's practice is to credit participants"' accounts on the payment date with payments in amounts proportionate to their respective beneficial interests in the new notes represented by the global note as shown on DTC's records, unless DTC has reason to believe that it will not receive payment on that payment date. Payments by participants to owners of beneficial interests in notes represented by the global note held through participants will be the responsibility of those participants, as is now the case with securities held for the accounts of customers registered in "street name."

        We also understand that neither DTC nor Cede will consent or vote with respect to the new notes. We have been advised that under its usual procedures, DTC will mail an "omnibus proxy" to us as soon as possible after the record date. The omnibus proxy assigns Cede's consenting or voting rights to those participants to whose accounts the new notes are credited on the record date identified in a listing attached to the omnibus proxy.

        Because DTC can only act on behalf of participants, who in turn act on behalf of indirect participants, the ability of a person having a beneficial interest in the principal amount represented by the global note to pledge the interest to persons or entities that do not participate in the DTC book-entry system, or otherwise take actions in respect of that interest, may be affected by the lack of a physical certificate evidencing its interest.

        DTC has advised us that it will take any action permitted to be taken by a Holder (including the presentation of new notes for exchange) only at the direction of one or more participants to whose account with DTC interests in the global note are credited and only in respect of such portion of the principal amount of the new notes represented by the global note as to which such participant has, or participants have, given such direction.

        DTC has also advised us as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the Uniform Commercial Code, as amended, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. Certain of such participants (or their representatives), together with other entities, own DTC. Indirect access to the DTC system is available to other entities such as banks, brokers, dealers and trust companies that

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clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to DTC and its direct and indirect participants are on file with the SEC.

        The policies and procedures of DTC, which may change periodically, will apply to payments, transfers, exchanges and other matters relating to beneficial interests in the global note. We and the Trustee have no responsibility or liability for any aspect of DTC's or any participants' records relating to beneficial interests in the global note, including for payments made on the global note, and we and the Trustee are not responsible for maintaining, supervising or reviewing any of those records.

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PLAN OF DISTRIBUTION

        Under existing SEC interpretations, we expect that the new notes will be freely transferable by holders other than our affiliates after the exchange offer without further registration under the Securities Act if the holder of the new notes represents that it is acquiring the new notes in the ordinary course of its business, that it has no arrangement or understanding with any person to participate in the distribution of the new notes and that it is not an affiliate of ours, as such terms are interpreted by the SEC; provided that broker-dealers receiving new notes in the exchange offer will have a prospectus delivery requirement with respect to resales of such new notes as discussed below. While the SEC has not taken a position with respect to this particular transaction, under interpretations of the staff of the SEC contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1983), which related to transactions structured substantially like this exchange offer, participating broker-dealers may fulfill their prospectus delivery requirements with respect to new notes (other than a resale of an unsold allotment of the old notes) with this prospectus.

        Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period ending on the earlier of (i) 180 days from the date on which the registration statement of which this prospectus forms a part becomes or is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

        We will not receive any proceeds from the exchange offer or from any sale of new notes by brokers-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new notes. Any broker-dealer that resells the new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit of any such resale of new notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

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LEGAL MATTERS

        Certain legal matters with regard to the validity of the new notes and the new note guarantees will be passed upon for us by Dechert LLP, New York, New York and Maples and Calder, George Town, Grand Cayman, Cayman Islands.

EXPERTS

        The consolidated financial statements, incorporated in this prospectus by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 2015, and the effectiveness of CIFC Corp. and its subsidiaries' internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

INCORPORATION BY REFERENCE

        The SEC allows us to incorporate by reference into this prospectus the information in other documents that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and information in documents that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus or a prospectus supplement. We incorporate by reference in this prospectus the documents listed below:

•

The PTP Parent and CIFC's Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 25, 2016.

        Any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after (i) the date of the initial registration statement and prior to effectiveness of the registration statement and (ii) the date of this prospectus and before the offering is terminated are also "incorporated by reference" into this prospectus except that, unless otherwise indicated, any information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K is not incorporated by reference. Notwithstanding the foregoing, we are not incorporating any document or information deemed to have been furnished and not filed in accordance with SEC rules.

        Upon written or oral request, you will be provided with a copy of the incorporated documents without charge (not including exhibits to the respective documents unless the exhibits are specifically incorporated by reference into the respective documents). You may submit such a request for this material at the following address and telephone number:

CIFC Corp.
250 Park Avenue, 4th Floor
New York, NY 10177
(212)-624-1200

        In order to ensure timely delivery, you must request such documents no later than five business days before the expiration date of the exchange offer.

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WHERE YOU CAN FIND MORE INFORMATION

        CIFC was, and the PTP Parent is, subject to the information requirements of the Securities Exchange Act of 1934, and until the filing of Form 2015 10-K, CIFC did, and with the filing of the 2015 10-K, the PTP Parent does, file audited annual and unaudited quarterly reports, proxy and information statements and other information with the SEC. You may read and copy all or any portion of the reports, proxy and information statements or other information in CIFC or PTP Parent's files at the SEC's principal office in Washington, D.C., and copies of all or any part thereof may be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, after payment of fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information on operation of the public reference rooms. The SEC also maintains an Internet site which provides online access to reports, proxy and information statements and other information regarding registrants that file electronically with the SEC at the address http://www.sec.gov. In addition, CIFC and the PTP Parent posts its filed documents on its website at http://www.cifc.com. Except for the documents incorporated by reference into this prospectus, the information on the PTP Parent's website is not part of this prospectus.

        While any new notes remain outstanding, PTP Parent will make available, on request, to any holder and any prospective purchaser of new notes the information required pursuant to Rule 144A(d)(4) under the Securities Act during any period in which it is not subject to Section 13 or 15(d) of the Exchange Act.

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ANNEX A

CIFC Asset Management ESA LLC
CIFC Asset Management Holdings LLC
CIFC Asset Management KSA LLC
CIFC Asset Management LLC
CIFC Capital HoldCo LLC
CIFC CLO Co-Investment Fund GP LLC
CIFC CLO Co-Investment Fund II GP LLC
CIFC CLO Opportunity Fund GP Ltd.
CIFC CLO Warehouse Fund GP LLC
CIFC Holdings I LLC
CIFC Holdings II LLC
CIFC Holdings II Sub LLC
CIFC Holdings III LLC
CIFC Holdings III Sub LLC
CIFC Holdings III Member LLC
CIFC LLC
CIFC Master Fund Adviser LLC
CIFC Master Fund LP
CIFC Member LLC
CIFC Parthenon Loan Funding GP LLC
CIFC Private Debt Advisers LLC
CIFC Senior Secured Corporate Loan Fund GP, LLC
CIFC Tactical Income Fund GP LLC
Columbus Nova Credit Investments Management, LLC
CypressTree Investment Management, LLC
Deerfield Capital Management LLC

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$40,000,000

CIFC Corp.

OFFER TO EXCHANGE

8.50% Senior Notes due 2025 and related Guarantees

for

all outstanding 8.50% Senior Notes due 2025 and related Guarantees

that have been registered under the Securities Act of 1933

Preliminary Prospectus

                        , 2016

        No person has been authorized to give any information or to make any representation other than those contained in this prospectus, and, if given or made, any information or representations must not be relied upon as having been authorized. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it relates or an offer to sell or the solicitation of an offer to buy these securities in any circumstances in which this offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made under this prospectus shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this prospectus.

        Until                        , 2016, all broker-dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the broker-dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Delaware Registrants:

Delaware General Corporate Law

CIFC Corp.

        CIFC Corp.'s certificate of incorporation and bylaws provide that all directors and officers CIFC Corp. shall be entitled to be indemnified by us to the fullest extent permitted by the Delaware General Corporation Law ("DGCL").

        Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceeding to which he is a party, or is threatened to be made a party by reason of such position, if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal proceeding, if such person had no reasonable cause to believe his conduct was unlawful; provided that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances.

Delaware Limited Liability Company Act

CIFC Asset Management ESA LLC
CIFC Asset Management Holdings LLC
CIFC Asset Management KSA LLC
CIFC Asset Management LLC
CIFC Capital HoldCo LLC
CIFC CLO Co-Investment Fund GP LLC
CIFC CLO Co-Investment Fund II GP LLC
CIFC CLO Warehouse Fund GP LLC
CIFC Holdings I LLC
CIFC Holdings II LLC
CIFC Holdings II Sub LLC
CIFC Holdings III LLC
CIFC Holdings III Sub LLC
CIFC Holdings III Member LLC
CIFC LLC
CIFC Master Fund Adviser LLC
CIFC Member LLC
CIFC Parthenon Loan Funding GP LLC
CIFC Private Debt Advisers LLC
CIFC Senior Secured Corporate Loan Fund GP, LLC
CIFC Tactical Income Fund GP LLC
Columbus Nova Credit Investments Management, LLC
CypressTree Investment Management, LLC
Deerfield Capital Management LLC

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        The following description applies to CIFC Asset Management ESA LLC, CIFC Asset Management Holdings LLC, CIFC Asset Management KSA LLC, CIFC Asset Management LLC, CIFC Capital HoldCo LLC, CIFC CLO Co-Investment Fund GP LLC, CIFC Co-Investment Fund II GP LLC, CIFC CLO Warehouse Fund GP LLC, CIFC Holdings I LLC, CIFC Holdings II LLC, CIFC Holdings II Sub LLC, CIFC Holdings III LLC, CIFC Holdings III Sub LLC, CIFC Holdings III Member LLC, CIFC LLC, CIFC Master Fund Adviser LLC, CIFC Member LLC, CIFC Parthenon Loan Funding GP LLC, CIFC Private Debt Advisers LLC, CIFC Senior Secured Corporate Loan Fund GP, LLC, CIFC Tactial Income Fund GP LLC, Columbus Nova Credit Investments Management, LLC, CypressTree Investment Management, LLC and Deerfield Capital Management LLC, each a Delaware limited liability company (the "Delaware LLC Guarantors"), and is intended only as a summary and is qualified in its entirety by reference to limited liability company operating agreements of each of the Delaware LLC Guarantors filed herewith.

        Section 18-303(a) of the Delaware Limited Liability Company Act ("DLLCA") provides that, except as otherwise provided by the DLLCA, the debts, obligations and liabilities of a limited liability company shall be solely the limited liability company's, and no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability solely by reason of being a member or acting as a manager. Section 18-108 of the DLLCA states that subject to such standards and restrictions, if any, as set forth in its limited liability company agreement, a limited liability company has the power to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Cayman Islands Registrants:

Exempted Limited Partnership Law

CIFC Master Fund LP

        The following applies to CIFC Master Fund LP, a Cayman Islands exempted limited partnership, and is intended only as a summary and is qualified in its entirety by reference to the limited partnership agreement of CIFC Master Fund LP and applicable law.

        CIFC Master Fund LP has been constituted as a Cayman Islands exempted limited partnership under the Exempted Limited Partnership Law, 2014 (the "ELP Law"). A Cayman Islands exempted limited partnership is constituted by the signing of the relevant partnership agreement and its registration with the Registrar of Exempted Limited Partnerships in the Cayman Islands.

        Notwithstanding registration, an exempted limited partnership is not a separate legal person distinct from its partners. Under Cayman Islands law, any rights or property of an exempted limited partnership (whether held in that partnership's name or by any one or more of its general partners) shall be held or deemed to be held by the general partner, and if more than one then by the general partners jointly, upon trust as an asset of the exempted limited partnership in accordance with the terms of the partnership agreement. Any debts or obligations incurred by the general partner in the conduct of the Partnership's business are the debts and obligations of the exempted limited partnership. Registration under the ELP Law entails that the exempted limited partnership becomes subject to, and the limited partners therein are afforded the limited liability (subject to the partnership agreement) and other benefits of, the ELP Law.

        The business of an exempted limited partnership will be conducted by its general partner(s) who will be liable for all debts and obligations of the exempted limited partnership to the extent the Partnership has insufficient assets. As a general matter, a limited partner of an exempted limited partnership will not be liable for the debts and obligations of the exempted limited partnership save (i) as provided in the partnership agreement, (ii) if such limited partner becomes involved in the conduct of the partnership's business and holds himself out as a general partner to third parties or

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(iii) if such limited partner is obliged pursuant to the ELP Law to return a distribution made to it where the exempted limited partnership is insolvent and the limited partner has actual knowledge of such insolvency at that time.

Cayman Islands Companies Law

CIFC CLO Opportunity Fund GP Ltd.

        The following applies to CIFC CLO Opportunity Fund GP Ltd., a Cayman Islands exempted company, and is intended only as a summary and is qualified in its entirety by reference to the memorandum and articles of association of CIFC CLO Opportunity Fund GP Ltd. and applicable law.

        Cayman Islands law does not limit the extent to which a company's articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against actual fraud or the consequences of committing a crime or gross negligence or willful default. The articles of association for CIFC CLO Opportunity Fund GP Ltd. permit indemnification of officers and directors out of the assets of the company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud or willful default. The articles of association for CIFC CLO Opportunity Fund GP Ltd. provide that no person shall be found to have committed actual fraud or willful default unless or until a court of competent jurisdiction shall have made a finding to that effect. The articles of association for CIFC CLO Opportunity Fund GP Ltd. also provide that the company may purchase and maintain insurance for the benefit of any director or officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the company.

ITEM 21.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

        (a)   Exhibits

        A list of exhibits included as part of this registration statement is set forth in the Exhibit Index, which is incorporated herein by reference.

        (b)   Financial Statement Schedules:

        All schedules have been incorporated herein by reference or omitted because they are not applicable or not required.

ITEM 22.    UNDERTAKINGS.

        (a)   Each of the undersigned registrants hereby undertakes:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum

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offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

        (2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (4)   That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

        (iii)  The portion of any other free writing prospectus relating to the offering containing material inside information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and

        (iv)  Any other communication that is an offer in the offering made by the undersigned registrants to the purchase.

        (b)   The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-4

        (d)   The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (e)   The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-5

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on April 7th, 2016

CIFC CORP.
By:	/s/ RAHUL AGARWAL
	Name:	Rahul Agarwal
	Title:	Chief Financial Officer
CIFC LLC
By:	/s/ RAHUL AGARWAL
	Name:	Rahul Agarwal
	Title:	Chief Financial Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of CIFC Corp. and CIFC LLC appoint Stephen J. Vaccaro, Oliver Wriedt, Rahul Agarwal and Julian Weldon, and each of them, the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ STEPHEN J. VACCARO Stephen J. Vaccaro	Chief Investment Officer and Co-President (Principal Executive Officer)	April 7th, 2016
/s/ OLIVER E. WRIEDT Oliver E. Wriedt	Co-President (Principal Executive Officer)	April 7th, 2016
/s/ RAHUL N. AGARWAL Rahul N. Agarwal	Chief Financial Officer (Principal Financial Officer)	April 7th, 2016

II-6

Signature	Title	Date
/s/ PAULO AMATO Paolo Amato	Director	April 7th, 2016
/s/ EHUD BARAK Ehud Barak	Director	April 7th, 2016
/s/ JASON EPSTEIN Jason Epstein	Director	April 7th, 2016
/s/ PETER GLEYSTEEN Peter Gleysteen	Director	April 7th, 2016
/s/ ANDREW INTRATER Andrew Intrater	Director	April 7th, 2016
/s/ ROBERT B. MACHINIST Robert B. Machinist	Director	April 7th, 2016
/s/ MARCO MUSETTI Marco Musetti	Director	April 7th, 2016
/s/ DANIEL K. SCHRUPP Daniel K. Schrupp	Director	April 7th, 2016
/s/ JEFFREY S. SEROTA Jeffrey S. Serota	Director	April 7th, 2016
/s/ STEPHEN F. SMITH Stephen F. Smith	Director	April 7th, 2016

II-7

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on April 7th, 2016.

CIFC Asset Management ESA LLC
CIFC Asset Management Holdings LLC
CIFC Asset Management KSA LLC
CIFC Asset Management LLC
CIFC Capital HoldCo LLC
CIFC CLO Co-Investment Fund GP LLC
CIFC CLO Co-Investment Fund II GP LLC
CIFC CLO Opportunity Fund GP Ltd.
CIFC CLO Warehouse Fund GP LLC
CIFC Holdings I LLC
CIFC Holdings II LLC
CIFC Holdings II Sub LLC
CIFC Holdings III LLC
CIFC Holdings III Sub LLC
CIFC Holdings III Member LLC
CIFC Master Fund Adviser LLC
CIFC Master Fund LP
CIFC Member LLC
CIFC Parthenon Loan Funding GP LLC
CIFC Private Debt Advisers LLC
CIFC Senior Secured Corporate Loan Fund GP, LLC
CIFC Tactical Income Fund GP LLC
Columbus Nova Credit Investments Management, LLC
CypressTree Investment Management, LLC
Deerfield Capital Management LLC

By:	/s/ STEPHEN J. VACCARO Stephen J. Vaccaro Co-President (Principal Executive Officer) of each of the Sole Members, Managing Members or General Partners listed on Annex I
By:	/s/ OLIVER E. WRIEDT Oliver E. Wriedt Co-President (Principal Executive Officer) of each of the Sole Members, Managing Members or General Partners listed on Annex I
By:	/s/ RAHUL AGARWAL Rahul Agarwal (Authorized Signatory of each of the Sole Members, Managing Members, or General Partners listed on Annex I)

II-8

ANNEX I

Entity	Sole Member, Managing Member, or General Partner
CIFC Asset Management ESA LLC	CIFC Asset Management Holdings LLC, its sole member
CIFC Asset Management Holdings LLC	CIFC Corp., its sole member
CIFC Asset Management KSA LLC	CIFC Asset Management Holdings LLC, its sole member
CIFC Asset Management LLC	CIFC Asset Management Holdings LLC, its sole member
CIFC Capital HoldCo LLC	CIFC Corp., its sole member
CIFC CLO Co-Investment Fund GP LLC	CIFC Holdings II LLC, its sole member
CIFC CLO Co-Investment Fund II GP LLC	CIFC Holdings II LLC, its sole member
CIFC CLO Opportunity Fund GP Ltd.	CIFC Holdings II LLC, its sole shareholder
CIFC CLO Warehouse Fund GP LLC	CIFC Holdings II LLC, its sole member
CIFC Holdings I LLC	CIFC LLC, its sole member
CIFC Holdings II LLC	CIFC Corp., its managing member
CIFC Holdings III LLC	CIFC Corp., its managing member
CIFC Holdings III Member LLC	CIFC Corp., its sole member
CIFC Holdings II Sub LLC	CIFC Holdings II LLC, its managing member
CIFC Holdings III Sub LLC	CIFC Holdings III LLC, its managing member
CIFC Master Fund Adviser LLC	CIFC Asset Management Holdings LLC, its sole member
CIFC Master Fund LP	CIFC Holdings II Sub LLC, its general partner
CIFC Member LLC	CIFC Corp., its sole member
CIFC Parthenon Loan Funding GP LLC	CIFC Holdings II LLC, its sole member
CIFC Private Debt Advisers LLC	CIFC Asset Management Holdings LLC, its sole member
CIFC Senior Secured Corporate Loan Fund GP, LLC	CIFC Holdings II LLC, its sole member
CIFC Tactical Income Fund GP LLC	CIFC Holdings II LLC, its sole member
Columbus Nova Credit Investments Management, LLC	CIFC Asset Management Holdings LLC, its sole member
CypressTree Investment Management, LLC	CIFC Asset Management Holdings LLC, its sole member
Deerfield Capital Management LLC	CIFC Capital HoldCo, its sole member

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
	2.1	Acquisition and Investment Agreement, dated as of March 22, 2010, by and between Deerfield Capital Corp., Bounty Investments, LLC and Columbus Nova Credit Investment Management, LLC (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on March 23, 2010).
	2.2	Agreement and Plan of Merger, dated as of December 21, 2010, by and among Deerfield Capital Corp., Bulls I Acquisition Corporation, Bulls II Acquisition LLC, Commercial Industrial Finance Corp. and CIFC Parent Holdings LLC (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on December 22, 2010).
	2.3	Amendment, dated as of February 16, 2011, to the Agreement and Plan of Merger, dated as of December 21, 2010, by and among Deerfield Capital Corp., Bulls I Acquisition Corporation, Bulls II Acquisition LLC, Commercial Industrial Finance Corp. and CIFC Parent Holdings LLC (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on February 16, 2011).
	2.4	Agreement and Plan of Merger, dated as of April 12, 2011, by and between Deerfield Capital Corp., a Maryland corporation, and Deerfield Capital Corp., a Delaware corporation (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on April 14, 2011).
	2.5	Agreement and Plan of Merger, dated as of November 11, 2015, by and among CIFC Corp., CIFC LLC and CIFC Merger Corp. (filed as Exhibit 2.1. to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 and incorporated by reference herein).
	3.1	CIFC Corp. Amended and Restated Certificate of Incorporation (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on January 5, 2016).
	3.2	Certificate of Ownership and Merger, dated as of April 13, 2011, merging CIFC Deerfield Corp. into Deerfield Capital Corp. (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on April 14, 2011).
	3.3	Certificate of Ownership and Merger, dated as of July 19, 2011, merging CIFC Corp. into CIFC Deerfield Corp., a Delaware corporation (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on July 20, 2011).
	3.4	CIFC Corp. Amended and Restated Bylaws (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on January 5, 2016)
	3.5	Certificate of Designation of Series A Convertible Non-Voting Preferred Stock (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on September 25, 2012).
	3.6	CIFC Asset Management ESA LLC Certificate of Formation*
	3.7	CIFC Asset Management ESA LLC Amended and Restated Limited Liability Company Agreement*
	3.8	CIFC Asset Management Holdings LLC Certificate of Formation*
	3.9	CIFC Asset Management Holdings LLC Amended and Restated Limited Liability Company Agreement*
	3.10	CIFC Asset Management KSA LLC Certificate of Formation*
	3.11	CIFC Asset Management KSA LLC Amended and Restated Limited Liability Company Agreement*

Exhibit No.		Description of Exhibit
	3.12	CIFC Asset Management LLC Certificate of Formation*
	3.13	CIFC Asset Management LLC Sixth Amended and Restated Limited Liability Company Agreement*
	3.14	CIFC Capital HoldCo LLC Certificate of Formation*
	3.15	CIFC Capital HoldCo LLC Sixth Amended and Restated Limited Liability Company Agreement*
	3.16	CIFC CLO Co-Investment Fund GP LLC Certificate of Formation*
	3.17	CIFC CLO Co-Investment Fund GP LLC Amended and Restated Limited Liability Company Agreement*
	3.18	CIFC CLO Co-Investment Fund II GP LLC Certificate of Formation*
	3.19	CIFC CLO Co-Investment Fund II GP LLC Limited Liability Company Agreement*
	3.20	CIFC CLO Opportunity Fund GP Ltd. Certificate of Incorporation*
	3.21	CIFC CLO Opportunity Fund GP Ltd. Memorandum and Articles of Association*
	3.22	CIFC CLO Warehouse Fund GP LLC Certificate of Formation*
	3.23	CIFC CLO Warehouse Fund GP LLC Amended and Restated Limited Liability Company Agreement*
	3.24	CIFC Holdings I LLC Certificate of Formation*
	3.25	CIFC Holdings I LLC Limited Liability Company Agreement*
	3.26	CIFC Holdings II LLC Certificate of Formation*
	3.27	CIFC Holdings II LLC Third Amended and Restated Limited Liability Company Agreement*
	3.28	CIFC Holdings II Sub LLC Certificate of Formation*
	3.29	CIFC Holdings II Sub LLC Amended and Restated Limited Liability Company Agreement*
	3.30	CIFC Holdings III LLC Certificate of Formation*
	3.31	CIFC Holdings III LLC Fifth Amended and Restated Limited Liability Company Agreement*
	3.32	CIFC Holdings III Sub LLC Certificate of Formation*
	3.33	CIFC Holdings III Sub LLC Amended and Restated Limited Liability Company Operating Agreement*
	3.34	CIFC Holdings III Member LLC Certificate of Formation*
	3.35	CIFC Holdings III Member LLC Limited Liability Company Agreement*
	3.36	CIFC LLC Certificate of Formation (incorporated by reference to CIFC LLC's registration statement on Form S-4 filed with the SEC on August 17, 2015)
	3.37	CIFC LLC Amended and Restated Limited Liability Company Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on January 5, 2016)
	3.38	CIFC Master Fund Adviser LLC Certificate of Formation*

Exhibit No.		Description of Exhibit
	3.39	CIFC Master Fund Adviser LLC Amended and Restated Limited Liability Company Agreement*
	3.40	CIFC Master Fund LP Certificate of Registration*
	3.41	CIFC Master Fund LP Amended and Restated Exempted Partnership Agreement*
	3.42	CIFC Member LLC Certificate of Formation*
	3.43	CIFC Member LLC Limited Liability Company Agreement*
	3.44	CIFC Parthenon Loan Funding GP LLC Certificate of Formation*
	3.45	CIFC Parthenon Loan Funding GP LLC Amended and Restated Limited Liability Company Agreement*
	3.46	CIFC Private Debt Advisers LLC Certificate of Formation*
	3.47	CIFC Private Debt Advisers LLC Second Amended and Restated Limited Liability Company Agreement*
	3.48	CIFC Senior Secured Corporate Loan Fund GP, LLC Certificate of Formation*
	3.49	CIFC Senior Secured Corporate Loan Fund GP, LLC Amended and Restated Limited Liability Company Agreement*
	3.50	CIFC Tactical Income Fund GP LLC Certificate of Formation*
	3.51	CIFC Tactical Income Fund GP LLC Second Amended and Restated Limited Liability Company Agreement*
	3.52	Columbus Nova Credit Investments Management, LLC Certificate of Formation*
	3.53	Columbus Nova Credit Investments Management, LLC Seventh Amended and Restated Limited Liability Company Agreement*
	3.54	CypressTree Investment Management, LLC Certificate of Formation*
	3.55	CypressTree Investment Management, LLC Sixth Amended and Restated Limited Liability Company Agreement*
	3.56	Deerfield Capital Management LLC Certificate of Formation*
	3.57	Deerfield Capital Management LLC Seventh Amended and Restated Limited Liability Company Agreement*
	4.1	Senior Subordinated Convertible Notes Agreement, dated as of March 22, 2010, by and between Deerfield Capital Corp. and Bounty Investments, LLC (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on March 23, 2010).
	4.2	Senior Subordinated Convertible Note due 2017 (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on June 15, 2010).
	4.3	Junior Subordinated Indenture, dated March 4, 2010, by and between Deerfield Capital Corp. and The Bank of New York Mellon Trust Company, National Association, as Trustee (including Form of Junior Subordinated Note due 2035) (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on March 10, 2010).
	4.4	Junior Subordinated Indenture, dated October 20, 2010 between Deerfield Capital Corp. and The Bank of New York Mellon Trust Company, National Association, as trustee (including Form of Junior Subordinated Note due 2035) (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on October 21, 2010).

Exhibit No.		Description of Exhibit
	4.5	Indenture, dated as of November 2, 2015, among CIFC Corp., the Guarantors named on the signature pages thereto and US Bank National Association, as Trustee (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on November 2, 2015)
	4.6	First Supplemental Indenture, dated as of April 4, 2016, by and among CIFC Corp., CIFC Holdings I LLC, CIFC Holdings II Sub LLC, CIFC Holdings III Sub LLC and US Bank National Association, as Trustee*
	4.7	Registration Rights Agreement, dated as of November 2, 2015, by and among CIFC Corp., the Guarantors party thereto and Sander O'Neill + Partners, L.P., as Initial Purchaser (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on November 2, 2015).
	4.8	First Supplemental Indenture, dated as of December 31, 2015, to Junior Subordinated Indenture dated March 4, 2010, among the CIFC Corp., CIFC LLC, CIFC Holdings II LLC, CIFC Holdings III LLC and U.S. Bank National Association (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on January 5, 2016).
	4.9	First Supplemental Indenture, dated as of December 31, 2015, to Junior Subordinated Indenture dated October 20, 2010, among the CIFC Corp., CIFC LLC, CIFC Holdings II LLC, CIFC Holdings III LLC and U.S. Bank National Association (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on January 5, 2016).
	4.10	Form of 8.50% Senior Notes due to 2025 (included within the Indenture filed as Exhibit 4.1 to CIFC Corp.'s Current Report on Form 8-K on November 2, 2015).
	5.1	Opinion of Dechert LLP.*
	5.2	Opinion of Maples and Calder.*
	5.3	Opinion of Maples and Calder.*
	10.1	Registration Rights Agreement among Deerfield Triarc Capital Corp., the parties identified on the signature pages thereto and the other persons who may become parties thereto from time to time in accordance therewith as stockholders, dated as of December 21, 2007 (incorporated by reference to the Company's Current Report on Form 8-K/A filed with the SEC on January 15, 2008).
	10.3	Third Amended and Restated Stockholders Agreement, dated as of December 2, 2013, by and between CIFC Corp. and DFR Holdings, LLC (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on December 3, 2013).
	10.4	Second Amended and Restated Registration Rights Agreement, dated as of September 24, 2012, by and among CIFC Corp., CIFC Parent Holdings LLC and DFR Holdings, LLC (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on September 25, 2012).
	10.5	Put/Call Agreement, dated April 13, 2011, by and between Deerfield Capital Corp. and CIFC Parent Holdings LLC (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on April 14, 2011).
	10.6	Lease, dated September 16, 2011, between 250 Park Avenue, LLC, as Landlord and CIFC Corp., as Tenant (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on September 16, 2011).
	++10.7	First Amended and Restated Stock Incentive Plan (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on June 11, 2009).

Exhibit No.		Description of Exhibit
	++10.8	Form of Performance Share Award Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on June 11, 2009).
	++10.9	Form of Indemnity Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on April 14, 2011).
	++10.10	Form of Indemnity Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on April 14, 2011).
	++10.11	Amended and Restated Non-Disclosure, Non-Competition, Non-Hiring, Non-Solicitation and Severance Agreement, dated December 2, 2013, by and between CIFC Corp. and Peter Gleysteen (incorporated by reference to the Company's Annual Report on Form 10-K/A filed with the SEC on April 30, 2015).
	++10.12	Amended and Restated Non-Disclosure, Non-Competition, Non-Hiring, Non-Solicitation and Severance Agreement, dated June 13, 2014, by and between CIFC Corp. and Stephen J. Vaccaro (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on June 17, 2014).
	10.13	Non-Disclosure, Non-Competition, Non-Hiring, Non-Solicitation and Severance Agreement, dated June 13, 2014, by and between CIFC Corp. and Oliver Wriedt (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on June 17, 2014).
	++10.14	Letter Agreement, dated as of November 20, 2012, by and between CIFC Corp. and Rahul Agarwal, (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on November 27, 2012).
	++10.15	CIFC Corp. 2011 Stock Option and Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed with the SEC on August 3, 2011).
	++10.16	First Amendment to CIFC Corp. 2011 Stock Option and Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed with the SEC on April 19, 2012).
	++10.17	Second Amendment to CIFC Corp. 2011 Stock Option and Incentive Plan (incorporated by reference to Exhibit 99.3 to the Company's Form S-8 filed with the SEC on December 11, 2014).
	10.18	Form of Stock Option Award Certificate under the CIFC Corp. 2011 Stock Option and Incentive Plan (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on September 19, 2011).
	10.19	Master Purchase Agreement, dated as of February 7, 2012, by and among DWM Management LLC, DFR Middle Market Holdings Ltd. and Deerfield Capital Management LLC (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on February 8, 2012).
	10.20	Asset Purchase Agreement, dated July 30, 2012, by and among GE Capital Debt Advisors LLC, General Electric Capital Corporation, CIFC Asset Management LLC and CIFC Corp. (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on August 1, 2012).
	10.21	Investment Agreement, dated as of September 24, 2012, by and between CIFC Corp. and GE Capital Equity Investments, Inc. (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on September 25, 2012).
	10.22	Form of Warrant (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on September 25, 2012).

Exhibit No.		Description of Exhibit
	10.23	Amended and Restated Form of Warrant (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on September 23, 2014).
	10.24	Restricted Stock Unit Award Agreement, dated June 13, 2014, by and between CIFC Corp. and Stephen J. Vaccaro (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on June 17, 2014).
	10.25	Restricted Stock Unit Award Agreement, dated June 13, 2014, by and between CIFC Corp. and Oliver Wriedt (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on June 17, 2014).
	10.26	Restricted Stock Unit Award Agreement, dated June 13, 2014, by and between CIFC Corp. and Stephen J. Vaccaro (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on June 17, 2014).
	10.27	Restricted Stock Unit Award Agreement, dated June 13, 2014, by and between CIFC Corp. and Oliver Wriedt (incorporated by reference to the Company's current Report on Form 8-K filed with the SEC on June 17, 2014).
	10.28	Restricted Stock Unit Award Agreement, dated June 13, 2014, by and between CIFC Corp. and Stephen J. Vaccaro (incorporated by reference to the Company's current Report on Form 8-K filed with the SEC on June 17, 2014).
	10.29	Restricted Stock Unit Award Agreement, dated June 13, 2014, by and between CIFC Corp. and Oliver Wriedt (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on June 17, 2014).
	10.30	Stock Option Award Certificate, dated June 13, 2014, by and between CIFC Corp and Stephen J. Vaccaro (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on June 17, 2014).
	10.31	Stock Option Award Certificate, dated June 13, 2014, by and between CIFC Corp and Oliver Wriedt (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on June 17, 2014).
	10.32	Stock Option Award Certificate, dated June 13, 2014, by and between CIFC Corp and Oliver Wriedt (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on June 17, 2014).
	10.33	Transition Agreement, dated June 26, 2015, between Robert C. Milton, III and CIFC Corp. (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on June 26, 2015)
	10.34	First Amendment to Amended and Restated Warrant to Purchase Common Stock of CIFC Corp., dated September 24, 2015, by and among CIFC Corp. and DFR Holdings, LLC (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on September 24, 2015).
	10.35	Purchase Agreement, dated as of October 28, 2015, by and among CIFC Corp., the Guarantors named therein and Sandler O'Neill + Partners, L.P. (incorporated by reference to the Company's Current Report filed with the SEC on October 28, 2015).
	10.36	Amended and Restated Restricted Stock Unit Award Agreement, dated December 31, 2015, between CIFC Corp. and Oliver Wriedt (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on January 5, 2016).
	10.37	Amended and Restated Restricted Stock Unit Award Agreement, dated December 31, 2015, between CIFC Corp. and Stephen Vaccaro (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on January 5, 2016).

Exhibit No.		Description of Exhibit
	10.38	Amended and Restated Restricted Stock Unit Award Agreement, dated December 31, 2015, between CIFC Corp. and Oliver Wriedt (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on January 5, 2016).
	10.39	Amended and Restated Restricted Stock Unit Award Agreement, dated December 31, 2015, between CIFC Corp. and Stephen Vaccaro (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on January 5, 2016)
	++10.40	Amended and Restated 2011 Share Option and Incentive Plan (incorporated by reference to the Company's Form S-4 filed with the SEC on August 17, 2015).
	21.1	Subsidiaries of the Registrant (incorporated by reference to the PTP Parent's Form 10-K filed with the SEC on March 25, 2016).
	23.1	Consent of Deloitte & Touche LLP.*
	23.2	Consent of Dechert LLP (included in Exhibit 5.1).*
	23.3	Consent of Maples & Calder (included in Exhibits 5.2 and 5.3).*
	24.1	Powers of Attorney (included on signature pages to this registration statement)
	25.1	Statement of Eligibility and Qualification of U.S. Bank National Association.*
	99.1	Form of Letter of Transmittal.*
	99.2	Form of Notice of Guaranteed Delivery.*
	99.3	Form of Letter to Broker Dealers*
	99.4	Form of Letter to Clients*

*

Filed herewith

++

Compensatory plan or arrangement.

EX-3.6

Exhibit 3.6

CERTIFICATE OF FORMATION

OF

CIFC ASSET MANAGEMENT ESA LLC

This Certificate of Formation of CIFC Asset Management ESA LLC (the “LLC”), dated as of April 15, 2015, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C § 18-101, et seq.).

FIRST: The name of the limited liability company formed hereby is “CIFC Asset Management ESA LLC”.

SECOND: The address of the registered office of the LLC in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the LLC in the State of Delaware is Corporate Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 15th day of April, 2015.

/s/ Jeanette Miller
By:	Jeanette Miller
Title:	Authorized Person

EX-3.7

Exhibit 3.7

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

CIFC ASSET MANAGEMENT ESA LLC

This Amended and Restated Limited Liability Company Agreement, dated as of August 7, 2015 (this “Agreement”), of CIFC Asset Management ESA LLC (the “Company”) is entered into by CIFC Asset Management Holdings LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

WHEREAS, this Agreement amends and restates in its entirety the Limited Liability Company Agreement, dated as of April 15, 2015 of the Company; and

WHEREAS, the Member desires to enter into this Agreement on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Member agrees as follows:

1.             Name.  The name of the Company is CIFC Asset Management ESA LLC.

2.             Formation of the Company.  The Company was formed as a Delaware limited liability company pursuant to a Certificate of Formation filed with the Secretary of State of Delaware on April 15, 2015.  The term of the Company shall continue until the Company is terminated in accordance with the provisions of this Agreement.

3.             Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

4.             Principal Place of Business.  The location of the principal place of business of the Company shall be 250 Park Avenue, 4th Floor, New York, New York 10177, or such other location as may be determined by the Member.

5.             Registered Office and Agent.  The registered office of the Company shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19908.  The name of the registered agent of the Company at such address is Corporation Service Company.

6.             Member.  The name and mailing address of the Member is as follows:

Name	Mailing Address
CIFC Asset Management Holdings LLC	250 Park Avenue, 4th Floor New York, NY 10177 Attention: General Counsel’s Office

7.             Management.  The business and affairs of the Company shall be managed by, and under the direction of, the Member.  The Member shall have the authority to exercise all powers necessary and convenient for the purposes of the Company in the name and on behalf of the Company and shall be authorized in the name and on behalf of the Company to approve, execute and deliver any and all agreements, instruments, certificates or other documents.  Without limiting the foregoing grant of authority, the Member shall accomplish all filing, recording, publishing and other acts necessary or appropriate for compliance with all requirements for operation of the Company as a limited liability company under this Agreement and the Act and under all other laws of the State of Delaware and such other jurisdictions in which the Company determines that it may conduct business.

8.             Officers.

(a)           The Member may, but shall have no obligation to, elect one or more officers to supervise operations of the Company on a day-to-day basis.  The Member shall determine the powers, duties and salaries of such officers and the other relevant terms and conditions regarding such offices.  Any number of offices may be held by the same person.  As of the date hereof, the officers of the Company shall be the persons listed below:

Name	Office
Steve Vaccaro	Co-President & Chief Investment Officer
Oliver Wriedt	Co-President
Julian Weldon	General Counsel, Secretary, Chief Compliance Officer & Head of Corporate Strategy
Rahul N. Agarwal	Chief Financial Officer

(b)           Each officer shall hold office until a successor has been selected and qualified or until his or her earlier death, incapacity, resignation, or removal.  Any officer may resign at any time upon written notice to the Company.  The resignation shall be effective upon receipt thereof by the Company or at such subsequent time as may be specified in the notice of resignation.

(c)           The Member may from time to time elect such other officers and appoint such committees, employees, or other agents as the business of the Company may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Member may from time to time determine.

(d)           Any officer or agent of the Company may be removed by the Member with or without cause.  The removal shall be without prejudice to the contract rights, if any, of any person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

(e)           A vacancy in any office because of death, incapacity, resignation, removal, disqualification, or any other cause, may be filled by the Member.

9.             Capital Contributions.  The Member may make such contributions from time to time to the Company as the Member may from time to time determine or as may be required by the Act.

10.          Maintenance of Capital Accounts.  A capital account shall be established and maintained in the Company’s books for the Member.

11.          Allocation of Profits and Losses.  All of the profits and losses of the Company shall be allocated to the Member.

12.          Allocation and Making of Distributions.  All distributions of cash or other assets of the Company shall be allocated to the Member.  Subject to any applicable requirements of the Act, distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.          Transfers of Interests.

(a)           The Member may sell, transfer, assign, exchange, mortgage, pledge, grant a security interest in, or otherwise dispose of or encumber all or any part of its interest in the Company (including, without limitation, the right to receive distributions and allocations of profits and losses) as it may determine in its sole discretion.

(b)           In the event of any transfer of all or any part of an interest in the Company in accordance with Section 13(a), the transferee shall be deemed, and shall be admitted as, a substitute Member upon the transferee’s execution and delivery to the Company of a counterpart of this Agreement, evidencing the transferee’s agreement to be bound by all of the terms and conditions of this Agreement.  Any such transferee may be admitted to the Company as a Member and may receive interest in the Company without making a contribution or being obligated to make a contribution to the Company.

14.          Admission of Additional Members.  The Member may admit additional persons as members in the Company on such terms and conditions as the Member may determine.

15.          Liability of Members.  The members of the Company shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

16.          Exculpation and Indemnification.

(a)           Notwithstanding any other term of this Agreement, whether express or implied, or obligation or duty at law or in equity, neither the Member nor (if any) any of its officers, directors, partners, employees, representatives or agents nor any director, officer, employee, representative or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any member thereof for any act or omission taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person; provided that such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence.

(b)           To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of the Covered Person’s management of the affairs of the Company or which relates to or arises out of the Company, its property, business or affairs.  A Covered Person shall not be entitled to indemnification under this Section 16 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence.  To the fullest extent permitted by the Act, expenses (including legal fees) incurred by a Covered Person in defending any such claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 16.

17.          Books and Records; Fiscal Year.  Proper and complete records and books of account shall be kept by the Company in which shall be entered fully and accurately all transactions and other matters relative to the Company’s business as are usually entered into records and books of account maintained by Persons engaged in businesses of a like character.  The Company books and records shall be kept in a manner determined by the Member in its sole discretion to be most beneficial for the Company.  The fiscal year of the Company (the “Fiscal Year”) shall be the calendar year; provided, however, that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

18.          Dissolution.  The Company shall be dissolved upon the earlier of (a) the election to dissolve the Company by the Member or (b) as otherwise required under the Act.

19.          Distribution of Assets Upon Dissolution.  Upon the dissolution of the Company, the assets of the Company shall be distributed to the Company’s creditors and the Member as required by the Act.

20.          Severability of Provisions.  Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to

be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.          Governing Law.  This Agreement shall be governed by, and construed under, the law of the State of Delaware (without regard to conflict of laws principles thereof).

22.          Amendments.  This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has caused this Agreement to be executed by its duly authorized representative as of the date above first written.

CIFC ASSET MANAGEMENT HOLDINGS LLC
By: CIFC Corp., its sole member
/s/ Julian Weldon
Name:	Julian Weldon
Title:	Secretary and General Counsel

[LLC Agreement — CIFC Asset Management ESA LLC]

EX-3.8

Exhibit 3.8

CERTIFICATE OF FORMATION

OF

CIFC ASSET MANAGEMENT HOLDINGS LLC

This Certificate of Formation of CIFC Asset Management Holdings LLC (the “LLC”), dated as of April 14, 2015, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C § 18-101, et seq.).

FIRST: The name of the limited liability company formed hereby is “CIFC Asset Management Holdings LLC”.

SECOND: The address of the registered office of the LLC in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the LLC in the State of Delaware is Corporate Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 14th day of April, 2015.

/s/ Jeanette Miller
By:	Jeanette Miller
Title:	Authorized Person

EX-3.9

Exhibit 3.9

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

CIFC ASSET MANAGEMENT HOLDINGS LLC

This Amended and Restated Limited Liability Company Agreement, dated as of August 7, 2015 (this “Agreement”), of CIFC Asset Management Holdings LLC (the “Company”) is entered into by CIFC Corp., a Delaware corporation, as the sole member of the Company (the “Member”).

WHEREAS, this Agreement amends and restates in its entirety the Limited Liability Company Agreement, dated as of April 14, 2015 of the Company; and

WHEREAS, the Member desires to enter into this Agreement on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Member agrees as follows:

1.             Name.  The name of the Company is CIFC Asset Management Holdings LLC.

2.             Formation of the Company.  The Company was formed as a Delaware limited liability company pursuant to a Certificate of Formation filed with the Secretary of State of Delaware on April 14, 2015.  The term of the Company shall continue until the Company is terminated in accordance with the provisions of this Agreement.

3.             Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

4.             Principal Place of Business.  The location of the principal place of business of the Company shall be 250 Park Avenue, 4th Floor, New York, New York 10177, or such other location as may be determined by the Member.

5.             Registered Office and Agent.  The registered office of the Company shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19908.  The name of the registered agent of the Company at such address is Corporation Service Company.

6.             Member.  The name and mailing address of the Member is as follows:

Name	Mailing Address
CIFC Corp.	250 Park Avenue, 4th Floor New York, NY 10177 Attention: General Counsel’s Office

7.             Management.  The business and affairs of the Company shall be managed by, and under the direction of, the Member.  The Member shall have the authority to exercise all powers necessary and convenient for the purposes of the Company in the name and on behalf of the Company and shall be authorized in the name and on behalf of the Company to approve, execute and deliver any and all agreements, instruments, certificates or other documents.  Without limiting the foregoing grant of authority, the Member shall accomplish all filing, recording, publishing and other acts necessary or appropriate for compliance with all requirements for operation of the Company as a limited liability company under this Agreement and the Act and under all other laws of the State of Delaware and such other jurisdictions in which the Company determines that it may conduct business.

8.             Officers.

(a)           The Member may, but shall have no obligation to, elect one or more officers to supervise operations of the Company on a day-to-day basis.  The Member shall determine the powers, duties and salaries of such officers and the other relevant terms and conditions regarding such offices.  Any number of offices may be held by the same person.  As of the date hereof, the officers of the Company shall be the persons listed below:

Name	Office
Steve Vaccaro	Co-President & Chief Investment Officer
Oliver Wriedt	Co-President
Julian Weldon	General Counsel, Secretary, Chief Compliance Officer & Head of Corporate Strategy
Rahul N. Agarwal	Chief Financial Officer

(b)           Each officer shall hold office until a successor has been selected and qualified or until his or her earlier death, incapacity, resignation, or removal.  Any officer may resign at any time upon written notice to the Company.  The resignation shall be effective upon receipt thereof by the Company or at such subsequent time as may be specified in the notice of resignation.

(c)           The Member may from time to time elect such other officers and appoint such committees, employees, or other agents as the business of the Company may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Member may from time to time determine.

(d)           Any officer or agent of the Company may be removed by the Member with or without cause.  The removal shall be without prejudice to the contract rights, if any, of any person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

(e)           A vacancy in any office because of death, incapacity, resignation, removal, disqualification, or any other cause, may be filled by the Member.

9.             Capital Contributions.  The Member may make such contributions from time to time to the Company as the Member may from time to time determine or as may be required by the Act.

10.          Maintenance of Capital Accounts.  A capital account shall be established and maintained in the Company’s books for the Member.

11.          Allocation of Profits and Losses.  All of the profits and losses of the Company shall be allocated to the Member.

12.          Allocation and Making of Distributions.  All distributions of cash or other assets of the Company shall be allocated to the Member.  Subject to any applicable requirements of the Act, distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.          Transfers of Interests.

(a)           The Member may sell, transfer, assign, exchange, mortgage, pledge, grant a security interest in, or otherwise dispose of or encumber all or any part of its interest in the Company (including, without limitation, the right to receive distributions and allocations of profits and losses) as it may determine in its sole discretion.

(b)           In the event of any transfer of all or any part of an interest in the Company in accordance with Section 13(a), the transferee shall be deemed, and shall be admitted as, a substitute Member upon the transferee’s execution and delivery to the Company of a counterpart of this Agreement, evidencing the transferee’s agreement to be bound by all of the terms and conditions of this Agreement.  Any such transferee may be admitted to the Company as a Member and may receive interest in the Company without making a contribution or being obligated to make a contribution to the Company.

14.          Admission of Additional Members.  The Member may admit additional persons as members in the Company on such terms and conditions as the Member may determine.

15.          Liability of Members.  The members of the Company shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

16.          Exculpation and Indemnification.

(a)           Notwithstanding any other term of this Agreement, whether express or implied, or obligation or duty at law or in equity, neither the Member nor (if any) any of its officers, directors, partners, employees, representatives or agents nor any director, officer, employee, representative or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any member thereof for any act or omission taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person; provided that such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence.

(b)           To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of the Covered Person’s management of the affairs of the Company or which relates to or arises out of the Company, its property, business or affairs.  A Covered Person shall not be entitled to indemnification under this Section 16 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence.  To the fullest extent permitted by the Act, expenses (including legal fees) incurred by a Covered Person in defending any such claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 16.

17.          Books and Records; Fiscal Year.  Proper and complete records and books of account shall be kept by the Company in which shall be entered fully and accurately all transactions and other matters relative to the Company’s business as are usually entered into records and books of account maintained by Persons engaged in businesses of a like character.  The Company books and records shall be kept in a manner determined by the Member in its sole discretion to be most beneficial for the Company.  The fiscal year of the Company (the “Fiscal Year”) shall be the calendar year; provided, however, that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

18.          Dissolution.  The Company shall be dissolved upon the earlier of (a) the election to dissolve the Company by the Member or (b) as otherwise required under the Act.

19.          Distribution of Assets Upon Dissolution.  Upon the dissolution of the Company, the assets of the Company shall be distributed to the Company’s creditors and the Member as required by the Act.

20.          Severability of Provisions.  Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to

be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.          Governing Law.  This Agreement shall be governed by, and construed under, the law of the State of Delaware (without regard to conflict of laws principles thereof).

22.          Amendments.  This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has caused this Agreement to be executed by its duly authorized representative as of the date above first written.

CIFC CORP.

/s/ Julian Weldon

Name: Julian Weldon

Title: Secretary and General Counsel

[LLC Agreement — CIFC Asset Management Holdings LLC]

EX-3.10

Exhibit 3.10

CERTIFICATE OF FORMATION

OF

CIFC ASSET MANAGEMENT KSA LLC

This Certificate of Formation of CIFC Asset Management KSA LLC (the “LLC”), dated as of April 15, 2015, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C § 18-101, et seq.).

FIRST: The name of the limited liability company formed hereby is “CIFC Asset Management KSA LLC”.

SECOND: The address of the registered office of the LLC in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the LLC in the State of Delaware is Corporate Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 15th day of April, 2015.

/s/ Jeanette Miller
By:	Jeanette Miller
Title:	Authorized Person

EX-3.11

Exhibit 3.11

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

CIFC ASSET MANAGEMENT KSA LLC

This Amended and Restated Limited Liability Company Agreement, dated as of August 7, 2015 (this “Agreement”), of CIFC Asset Management KSA LLC (the “Company”) is entered into by CIFC Asset Management Holdings LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

WHEREAS, this Agreement amends and restates in its entirety the Limited Liability Company Agreement, dated as of April 15, 2015 of the Company; and

WHEREAS, the Member desires to enter into this Agreement on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Member agrees as follows:

1.Name. The name of the Company is CIFC Asset Management KSA LLC.

2.Formation of the Company. The Company was formed as a Delaware limited liability company pursuant to a Certificate of Formation filed with the Secretary of State of Delaware on April 15, 2015. The term of the Company shall continue until the Company is terminated in accordance with the provisions of this Agreement.

3.Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

4.Principal Place of Business. The location of the principal place of business of the Company shall be 250 Park Avenue, 4th Floor, New York, New York 10177, or such other location as may be determined by the Member.

5.Registered Office and Agent. The registered office of the Company shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19908. The name of the registered agent of the Company at such address is Corporation Service Company.

6.Member. The name and mailing address of the Member is as follows:

Name	Mailing Address
CIFC Asset Management Holdings LLC	250 Park Avenue, 4th Floor New York, NY 10177 Attention: General Counsel’s Office

7.Management. The business and affairs of the Company shall be managed by, and under the direction of, the Member. The Member shall have the authority to exercise all powers necessary and convenient for the purposes of the Company in the name and on behalf of the Company and shall be authorized in the name and on behalf of the Company to approve, execute and deliver any and all agreements, instruments, certificates or other documents. Without limiting the foregoing grant of authority, the Member shall accomplish all filing, recording, publishing and other acts necessary or appropriate for compliance with all requirements for operation of the Company as a limited liability company under this Agreement and the Act and under all other laws of the State of Delaware and such other jurisdictions in which the Company determines that it may conduct business.

8.Officers.

(a)The Member may, but shall have no obligation to, elect one or more officers to supervise operations of the Company on a day-to-day basis. The Member shall determine the powers, duties and salaries of such officers and the other relevant terms and conditions regarding such offices. Any number of offices may be held by the same person. As of the date hereof, the officers of the Company shall be the persons listed below:

Name	Office
Steve Vaccaro	Co-President & Chief Investment Officer
Oliver Wriedt	Co-President
Julian Weldon	General Counsel, Secretary, Chief Compliance Officer & Head of Corporate Strategy
Rahul N. Agarwal	Chief Financial Officer

(b)Each officer shall hold office until a successor has been selected and qualified or until his or her earlier death, incapacity, resignation, or removal. Any officer may resign at any time upon written notice to the Company. The resignation shall be effective upon receipt thereof by the Company or at such subsequent time as may be specified in the notice of resignation.

(c)The Member may from time to time elect such other officers and appoint such committees, employees, or other agents as the business of the Company may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Member may from time to time determine.

(d)Any officer or agent of the Company may be removed by the Member with or without cause. The removal shall be without prejudice to the contract rights, if any, of any person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

(e)A vacancy in any office because of death, incapacity, resignation, removal, disqualification, or any other cause, may be filled by the Member.

9.Capital Contributions. The Member may make such contributions from time to time to the Company as the Member may from time to time determine or as may be required by the Act.

10.Maintenance of Capital Accounts. A capital account shall be established and maintained in the Company’s books for the Member.

11.Allocation of Profits and Losses. All of the profits and losses of the Company shall be allocated to the Member.

12.Allocation and Making of Distributions. All distributions of cash or other assets of the Company shall be allocated to the Member. Subject to any applicable requirements of the Act, distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.Transfers of Interests.

(a)The Member may sell, transfer, assign, exchange, mortgage, pledge, grant a security interest in, or otherwise dispose of or encumber all or any part of its interest in the Company (including, without limitation, the right to receive distributions and allocations of profits and losses) as it may determine in its sole discretion.

(b)In the event of any transfer of all or any part of an interest in the Company in accordance with Section 13(a), the transferee shall be deemed, and shall be admitted as, a substitute Member upon the transferee’s execution and delivery to the Company of a counterpart of this Agreement, evidencing the transferee’s agreement to be bound by all of the terms and conditions of this Agreement. Any such transferee may be admitted to the Company as a Member and may receive interest in the Company without making a contribution or being obligated to make a contribution to the Company.

14.Admission of Additional Members. The Member may admit additional persons as members in the Company on such terms and conditions as the Member may determine.

15.Liability of Members. The members of the Company shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

16.Exculpation and Indemnification.

(a)Notwithstanding any other term of this Agreement, whether express or implied, or obligation or duty at law or in equity, neither the Member nor (if any) any of its officers, directors, partners, employees, representatives or agents nor any director, officer, employee, representative or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any member thereof for any act or omission taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person; provided that such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence.

(b)To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of the Covered Person’s management of the affairs of the Company or which relates to or arises out of the Company, its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 16 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by the Act, expenses (including legal fees) incurred by a Covered Person in defending any such claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 16.

17.Books and Records; Fiscal Year. Proper and complete records and books of account shall be kept by the Company in which shall be entered fully and accurately all transactions and other matters relative to the Company’s business as are usually entered into records and books of account maintained by Persons engaged in businesses of a like character. The Company books and records shall be kept in a manner determined by the Member in its sole discretion to be most beneficial for the Company. The fiscal year of the Company (the “Fiscal Year”) shall be the calendar year; provided, however, that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

18.Dissolution. The Company shall be dissolved upon the earlier of (a) the election to dissolve the Company by the Member or (b) as otherwise required under the Act.

19.Distribution of Assets Upon Dissolution. Upon the dissolution of the Company, the assets of the Company shall be distributed to the Company’s creditors and the Member as required by the Act.

20.Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to

be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.Governing Law. This Agreement shall be governed by, and construed under, the law of the State of Delaware (without regard to conflict of laws principles thereof).

22.Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has caused this Agreement to be executed by its duly authorized representative as of the date above first written.

CIFC ASSET MANAGEMENT HOLDINGS LLC
By: CIFC Corp., its sole member
/s/ Julian Weldon
Name:	Julian Weldon
Title:	Secretary and General Counsel

[LLC Agreement — CIFC Asset Management KSA LLC]

EX-3.12

Exhibit 3.12

CERTIFICATE OF FORMATION

OF

BULLS II ACQUISITION LLC

This Certificate of Formation of Bulls II Acquisition LLC (the “LLC”) is being duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.).

FIRST:  The name of the limited liability company formed hereby is Bulls II Acquisition LLC.

SECOND:  The address of the registered office of the LLC in the State of Delaware is the Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle, Delaware 19808.  The name of its registered agent at such address is Corporation Service Company.

THIRD:  This Certificate of Formation shall be effective on the date of filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this 13th day of December, 2010, and does hereby affirm that the statements contained herein have been examined by the undersigned and are true and correct.

By:	/s/ Robert Contreras
	Name:	Robert Contreras
	Title:	Authorized Person

STATE OF DELAWARE

CERTIFICATE OF MERGER

OF

COMMERCIAL INDUSTRIAL FINANCE CORP.

(a Delaware corporation)

WITH AND INTO

BULLS II ACQUISITION LLC

(a Delaware limited liability company)

April 13, 2011

Pursuant to Title 8, Section 264(c) of the General Corporation Law of the State of Delaware (the “DGCL”) and Title 6, Section 18-209 of the Limited Liability Company Act of the State of Delaware (the “DLLCA”), Bulls II Acquisition LLC, a Delaware limited liability company (“Bulls II”), hereby certifies the following information relating to the merger of Commercial Industrial Finance Corp., a Delaware corporation (“CIFC”), with and into the Bulls II (the “Merger”):

FIRST: The name and state of formation or incorporation, as applicable, of each of the constituent entities participating in the Merger (the “Constituent Entities”) are:

Name of Entity	Type of Entity	State of Formation or Incorporation
Commercial Industrial Finance Corp.	Corporation	Delaware
Bulls II Acquisition LLC	Limited Liability Company	Delaware

SECOND: The Agreement and Plan of Merger, dated as of December 21, 2010, as amended (the “Merger Agreement”), by and among Deerfield Capital Corp., a Maryland corporation, Bulls I Acquisition Corp., a Delaware corporation, Bulls II, CIFC and CIFC Parent Holdings LLC, a Delaware limited liability company, setting forth the terms and conditions of the Merger, has been approved, adopted, certified, executed and acknowledged by each of the constituent entities in accordance with Section 264(c) of the DGCL and Section 18-209 of the DLLCA.

THIRD: Bulls II shall be the surviving limited liability company (the “Surviving Entity”) of the Merger, and the name of the Surviving Entity is Bulls II Acquisition LLC.

FOURTH: The Certificate of Formation of the Surviving Entity shall be amended upon the effective date of the Merger to change the name of the Surviving Entity from Bulls II Acquisition LLC to CIFC Investment Management LLC.

FIFTH: The Merger shall become effective immediately upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware.

SIXTH: An executed copy of the Merger Agreement is on file at the office of the Surviving Entity located at 6250 N. River Rd., 12th Floor, Rosemont, IL 60018.

SEVENTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any member of any constituent limited liability company or stockholder of any constituent corporation.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, said limited liability company has caused this certificate to be signed by an authorized person as of the date written above.

BULLS II ACQUISITION LLC
By:	/s/ Robert Contreras
Name:		Robert Contreras
Title:		Senior Vice President, Secretary and
		General Counsel

[SIGNATURE PAGE TO CERTIFICATE OF MERGER — SECOND STEP]

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF FORMATION
OF
CIFC INVESTMENT MANAGEMENT LLC

1.             The name of the limited liability company is:

CIFC Investment Management LLC

2.             Article FIRST of the Certificate of Formation to the limited liability company is hereby deleted and replaced in its entirety with the following:

FIRST:  The name of the limited liability company is

CIFC Asset Management LLC.

In Witness Whereof, the undersigned has executed this Certificate of Amendment to the Certificate of Formation this 1st day of July, 2011.

By:	/s/ Robert C. Milton III
Name:		Robert C. Milton III
Title:		Authorized person

EX-3.13

Exhibit 3.13

SIXTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

CIFC ASSET MANAGEMENT LLC

This Sixth Amended and Restated Limited Liability Company Agreement, dated as of August 7, 2015 (this “Agreement”), of CIFC Asset Management LLC (the “Company”) is entered into by CIFC Asset Management Holdings LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

WHEREAS, this Agreement amends and restates in its entirety the Fifth Amended and Restated Limited Liability Company Agreement, dated as of April 14, 2015 of the Company; and

WHEREAS, the Member desires to enter into this Agreement on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Member agrees as follows:

1.             Name.  The name of the Company is CIFC Asset Management LLC.

2.             Formation of the Company.  The Company was formed as a Delaware limited liability company pursuant to a Certificate of Formation filed with the Secretary of State of Delaware on December 13, 2010.  The term of the Company shall continue until the Company is terminated in accordance with the provisions of this Agreement.

3.             Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

4.             Principal Place of Business.  The location of the principal place of business of the Company shall be 250 Park Avenue, 4th Floor, New York, New York 10177, or such other location as may be determined by the Member.

5.             Registered Office and Agent.  The registered office of the Company shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19908.  The name of the registered agent of the Company at such address is Corporation Service Company.

6.             Member.  The name and mailing address of the Member is as follows:

Name	Mailing Address
CIFC Asset Management Holdings LLC	250 Park Avenue, 4th Floor New York, NY 10177 Attention: General Counsel’s Office

7.             Management.  The business and affairs of the Company shall be managed by, and under the direction of, the Member.  The Member shall have the authority to exercise all powers necessary and convenient for the purposes of the Company in the name and on behalf of the Company and shall be authorized in the name and on behalf of the Company to approve, execute and deliver any and all agreements, instruments, certificates or other documents.  Without limiting the foregoing grant of authority, the Member shall accomplish all filing, recording, publishing and other acts necessary or appropriate for compliance with all requirements for operation of the Company as a limited liability company under this Agreement and the Act and under all other laws of the State of Delaware and such other jurisdictions in which the Company determines that it may conduct business.

8.             Officers.

(a)           The Member may, but shall have no obligation to, elect one or more officers to supervise operations of the Company on a day-to-day basis.  The Member shall determine the powers, duties and salaries of such officers and the other relevant terms and conditions regarding such offices.  Any number of offices may be held by the same person.  As of the date hereof, the officers of the Company shall be the persons listed below:

Name	Office
Steve Vaccaro	Co-President & Chief Investment Officer
Oliver Wriedt	Co-President
Julian Weldon	General Counsel, Secretary, Chief Compliance Officer & Head of Corporate Strategy
Rahul N. Agarwal	Chief Financial Officer

(b)           Each officer shall hold office until a successor has been selected and qualified or until his or her earlier death, incapacity, resignation, or removal.  Any officer may resign at any time upon written notice to the Company.  The resignation shall be effective upon receipt thereof by the Company or at such subsequent time as may be specified in the notice of resignation.

(c)           The Member may from time to time elect such other officers and appoint such committees, employees, or other agents as the business of the Company may require, each

2

of whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Member may from time to time determine.

(d)           Any officer or agent of the Company may be removed by the Member with or without cause.  The removal shall be without prejudice to the contract rights, if any, of any person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

(e)           A vacancy in any office because of death, incapacity, resignation, removal, disqualification, or any other cause, may be filled by the Member.

9.             Capital Contributions.  The Member may make such contributions from time to time to the Company as the Member may from time to time determine or as may be required by the Act.

10.          Maintenance of Capital Accounts.  A capital account shall be established and maintained in the Company’s books for the Member.

11.          Allocation of Profits and Losses.  All of the profits and losses of the Company shall be allocated to the Member.

12.          Allocation and Making of Distributions.  All distributions of cash or other assets of the Company shall be allocated to the Member.  Subject to any applicable requirements of the Act, distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.          Transfers of Interests.

(a)           The Member may sell, transfer, assign, exchange, mortgage, pledge, grant a security interest in, or otherwise dispose of or encumber all or any part of its interest in the Company (including, without limitation, the right to receive distributions and allocations of profits and losses) as it may determine in its sole discretion.

(b)           In the event of any transfer of all or any part of an interest in the Company in accordance with Section 13(a), the transferee shall be deemed, and shall be admitted as, a substitute Member upon the transferee’s execution and delivery to the Company of a counterpart of this Agreement, evidencing the transferee’s agreement to be bound by all of the terms and conditions of this Agreement.  Any such transferee may be admitted to the Company as a Member and may receive interest in the Company without making a contribution or being obligated to make a contribution to the Company.

14.          Admission of Additional Members.  The Member may admit additional persons as members in the Company on such terms and conditions as the Member may determine.

15.          Liability of Members.  The members of the Company shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

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16.          Exculpation and Indemnification.

(a)           Notwithstanding any other term of this Agreement, whether express or implied, or obligation or duty at law or in equity, neither the Member nor (if any) any of its officers, directors, partners, employees, representatives or agents nor any director, officer, employee, representative or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any member thereof for any act or omission taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person; provided that such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence.

(b)           To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of the Covered Person’s management of the affairs of the Company or which relates to or arises out of the Company, its property, business or affairs.  A Covered Person shall not be entitled to indemnification under this Section 16 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence.  To the fullest extent permitted by the Act, expenses (including legal fees) incurred by a Covered Person in defending any such claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 16.

17.          Books and Records; Fiscal Year.  Proper and complete records and books of account shall be kept by the Company in which shall be entered fully and accurately all transactions and other matters relative to the Company’s business as are usually entered into records and books of account maintained by Persons engaged in businesses of a like character.  The Company books and records shall be kept in a manner determined by the Member in its sole discretion to be most beneficial for the Company.  The fiscal year of the Company (the “Fiscal Year”) shall be the calendar year; provided, however, that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

18.          Dissolution.  The Company shall be dissolved upon the earlier of (a) the election to dissolve the Company by the Member or (b) as otherwise required under the Act.

19.          Distribution of Assets Upon Dissolution.  Upon the dissolution of the Company, the assets of the Company shall be distributed to the Company’s creditors and the Member as required by the Act.

20.          Severability of Provisions.  Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to

4

be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.          Governing Law.  This Agreement shall be governed by, and construed under, the law of the State of Delaware (without regard to conflict of laws principles thereof).

22.          Amendments.  This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Remainder of the page intentionally left blank]

5

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has caused this Agreement to be executed by its duly authorized representative as of the date above first written.

CIFC ASSET MANAGEMENT HOLDINGS LLC
	BY: CIFC Corp., its sole member
/s/ Julian Weldon
Name:	Julian Weldon
Title:	Secretary and General Counsel

[CIFC Asset Management LLC — Sixth A&R LLC Agreement]

EX-3.14

Exhibit 3.14

CERTIFICATE OF FORMATION

OF

DEERFIELD TRIARC CAPITAL LLC

This Certificate of Formation of Deerfield Triarc Capital LLC (the “Company”) to form a limited liability company under the Delaware Limited Liability Company Act is dated as of December 13, 2004.

ARTICLE ONE

The name of the limited liability company is:  Deerfield Triarc Capital LLC

ARTICLE TWO

The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of the Company’s registered agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Deerfield Triarc Capital LLC this 14th day of December, 2004.

/s/ Paul C. Hughes, Esq.

Paul C. Hughes, Esq.

Authorized Person

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF FORMATION OF

DEERFIELD TRIARC CAPITAL LLC

The undersigned, as sole member of Deerfield Triarc Capital LLC, a Delaware limited liability company (the “LLC’’), does hereby certify the following:

FIRST.	The name of ‘the limited liability company name is:
Deerfield Triarc Capital. LLC
SECOND.	The Certificate of Formation is hereby amended to read as follows:
	“The name of the company is hereby amended to be:
Deerfield Capital LLC”

IN WITNESS WHEREOF, the undersigned, as sole member of the LLC, has caused this Certificate of Amendment to the, Certificate of Formation to be signed this 24 day of December, 2007.

Deerfield Capital Corp., Sole Member
By:	/s/ Robert Grien
Name:	Robert Grien, President of Member

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF FORMATION

OF

DEERFIELD CAPITAL LLC

1.             Name of Limited Liability Company: Deerfield Capital LLC.

2.             The Certificate of Formation of the limited liability company is hereby amended as follows:

FIRST: The name of the limited liability company is CIFC Capital Holdco LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Certificate of Formation this day of 9th day of May, 2014.

/s/ Robert Milton

Robert C. Milton III

Authorized Person

EX-3.15

Exhibit 3.15

SIXTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

CIFC CAPITAL HOLDCO LLC

This Sixth Amended and Restated Limited Liability Company Agreement, dated as of August 7, 2015 (this “Agreement”), of CIFC Capital Holdco LLC (the “Company”) is entered into by CIFC Corp., a Delaware corporation, as the sole member of the Company (the “Member”).

WHEREAS, this Agreement amends and restates in its entirety the Fifth Amended and Restated Limited Liability Company Agreement, dated as of May 12, 2014 of the Company; and

WHEREAS, the Member desires to enter into this Agreement on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Member agrees as follows:

1.             Name. The name of the Company is CIFC Capital Holdco LLC.

2.             Formation of the Company. The Company was formed as a Delaware limited liability company pursuant to a Certificate of Formation filed with the Secretary of State of Delaware on December 14, 2004 under the name Deerfield Triarc Capital LLC. The term of the Company shall continue until the Company is terminated in accordance with the provisions of this Agreement.

3.             Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

4.             Principal Place of Business. The location of the principal place of business of the Company shall be 250 Park Avenue, 4th Floor, New York, New York 10177, or such other location as may be determined by the Member.

5.             Registered Office and Agent. The registered office of the Company shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19908. The name of the registered agent of the Company at such address is Corporation Service Company.

6.             Member. The name and mailing address of the Member is as follows:

Name		Mailing Address
CIFC Corp.		250 Park Avenue, 4th Floor
	New York, NY 10177
	Attention: General Counsel’s Office

7.             Management. The business and affairs of the Company shall be managed by, and under the direction of, the Member. The Member shall have the authority to exercise all powers necessary and convenient for the purposes of the Company in the name and on behalf of the Company and shall be authorized in the name and on behalf of the Company to approve, execute and deliver any and all agreements, instruments, certificates or other documents. Without limiting the foregoing grant of authority, the Member shall accomplish all filing, recording, publishing and other acts necessary or appropriate for compliance with all requirements for operation of the Company as a limited liability company under this Agreement and the Act and under all other laws of the State of Delaware and such other jurisdictions in which the Company determines that it may conduct business.

8.             Officers.

(a)           The Member may, but shall have no obligation to, elect one or more officers to supervise operations of the Company on a day-to-day basis. The Member shall determine the powers, duties and salaries of such officers and the other relevant terms and conditions regarding such offices. Any number of offices may be held by the same person. As of the date hereof, the officers of the Company shall be the persons listed below:

Name	Office
Steve Vaccaro	Co-President and Chief Investment Officer
Oliver Wriedt	Co-President Head of Capital Markets & Distribution
Julian Weldon	General Counsel, Secretary, Chief Compliance Officer & Head of Corporate Strategy
Rahul N. Agarwal	Chief Financial Officer

(b)           Each officer shall hold office until a successor has been selected and qualified or until his or her earlier death, incapacity, resignation, or removal. Any officer may resign at any time upon written notice to the Company. The resignation shall be effective upon receipt thereof by the Company or at such subsequent time as may be specified in the notice of resignation.

(c)           The Member may from time to time elect such other officers and appoint such committees, employees, or other agents as the business of the Company may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Member may from time to time determine

(d)           Any officer or agent of the Company may be removed by the Member with or without cause. The removal shall be without prejudice to the contract rights, if any, of any person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

2

(e)           A vacancy in any office because of death, incapacity, resignation, removal, disqualification, or any other cause, may be filled by the Member.

9.             Capital Contributions. The Member may make such contributions from time to time to the Company as the Member may from time to time determine or as may be required by the Act.

10.          Maintenance of Capital Accounts. A capital account shall be established and maintained in the Company’s books for the Member.

11.          Allocation of Profits and Losses. All of the profits and losses of the Company shall be allocated to the Member.

12.          Allocation and Making of Distributions. All distributions of cash or other assets of the Company shall be allocated to the Member. Subject to any applicable requirements of the Act, distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.          Transfers of Interests.

(a)           The Member may sell, transfer, assign, exchange, mortgage, pledge, grant a security interest in, or otherwise dispose of or encumber all or any part of its interest in the Company (including, without limitation, the right to receive distributions and allocations of profits and losses) as it may determine in its sole discretion.

(b)           In the event of any transfer of all or any part of an interest in the Company in accordance with Section 13(a), the transferee shall be deemed, and shall be admitted as, a substitute Member upon the transferee’s execution and delivery to the Company of a counterpart of this Agreement, evidencing the transferee’s agreement to be bound by all of the terms and conditions of this Agreement. Any such transferee may be admitted to the Company as a Member and may receive interest in the Company without making a contribution or being obligated to make a contribution to the Company.

14.          Admission of Additional Members. The Member may admit additional persons as members in the Company on such terms and conditions as the Member may determine.

15.          Liability of Members. The members of the Company shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

16.          Exculpation and Indemnification.

(a)           Notwithstanding any other term of this Agreement, whether express or implied, or obligation or duty at law or in equity, neither the Member nor (if any) any of its officers, directors, partners, employees, representatives or agents nor any director, officer, employee, representative or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any member thereof for any act or omission taken or omitted in good faith by a Covered Person

3

and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person; provided that such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence.

(b)           To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of the Covered Person’s management of the affairs of the Company or which relates to or arises out of the Company, its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 16 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by the Act, expenses (including legal fees) incurred by a Covered Person in defending any such claim; demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 16.

17.          Books and Records; Fiscal Year. Proper and complete records and books of account shall be kept by the Company in which shall be entered fully and accurately all transactions and other matters relative to the Company’s business as are usually entered into records and books of account maintained by Persons engaged in businesses of a like character. The Company books and records shall be kept in a manner determined by the Member in its sole discretion to be most beneficial for the Company. The fiscal year of the Company (the “Fiscal Year”) shall be the calendar year; provided, however, that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

18.          Dissolution. The Company shall be dissolved upon the earlier of (a) the election to dissolve the Company by the Member or (b) as otherwise required under the Act.

19.          Distribution of Assets Upon Dissolution. Upon the dissolution of the Company, the assets of the Company shall be distributed to the Company’s creditors and the Member as required by the Act.

20.          Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.          Governing Law. This Agreement shall be governed by, and construed under, the law of the State of Delaware (without regard to conflict of laws principles thereof).

4

22.          Amendments.  This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Remainder of the page intentionally left blank]

5

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has caused this Agreement to be executed by its duly authorized representative as of the date above first written.

CIFC CORP.
/s/ Julian Weldon
Name:	Julian Weldon
Title:	Secretary

[CIFC Capital Holdco LLC — Sixth A&R LLC Agreement]

EX-3.16

Exhibit 3.16

CERTIFICATE OF FORMATION

OF

CIFC CLO CO-INVESTMENT FUND GP LLC

This Certificate of Formation of CIFC CLO CO-Investment Fund GP LLC (the “LLC”), dated as of July 18, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C §18-101, et seq.).

FIRST: The name of the limited liability company formed hereby is “CIFC CLO Co-Investment Fund GP LLC”.

SECOND: The address of the registered office of the LLC in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801, County of New Castle.

THIRD: The name and address of the registered agent for service of process on the LLC in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801, County of New Castle.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

CIFC CLO Co-Investment Fund GP LLC
By:	CIFC Asset Management LLC, its manager
By:	/s/ Robert C. Milton III
Name:	Robert C. Milton III
Title:	General Counsel and Secretary

[Signature Page to Certificate of Formation — CIFC CLO Co-Investment Fund GP LLC]

EX-3.17

Exhibit 3.17

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

CIFC CLO CO-INVESTMENT FUND GP LLC

This Amended and Restated Limited Liability Company Agreement, dated as of August 7, 2015 (this “Agreement”), of CFIC CLO Co-Investment Fund GP LLC (the “Company”) is entered into by CIFC Capital PE LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

WHEREAS, this Agreement amends and restates in its entirety the Limited Liability Company Agreement, dated as of September 26, 2013 of the Company; and

WHEREAS, the Member desires to enter into this Agreement on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Member agrees as follows:

1.               Name.  The name of the Company is CIFC CLO Co-Investment Fund GP LLC.

2.               Formation of the Company.  The Company was formed as a Delaware limited liability company pursuant to a Certificate of Formation filed with the Secretary of State of Delaware on July 18, 2013.  The term of the Company shall continue until the Company is terminated in accordance with the provisions of this Agreement.

3.               Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

4.               Principal Place of Business.  The location of the principal place of business of the Company shall be 250 Park Avenue, 4th Floor, New York, New York 10177, or such other location as may be determined by the Member.

5.               Registered Office and Agent.  The registered office of the Company shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19908.  The name of the registered agent of the Company at such address is Corporation Service Company.

6.             Member.  The name and mailing address of the Member is as follows:

Name	Mailing Address
CIFC Capital PE LLC	250 Park Avenue, 4th Floor New York, NY 10177 Attention: General Counsel’s Office

7.             Management.  The business and affairs of the Company shall be managed by, and under the direction of, the Member.  The Member shall have the authority to exercise all powers necessary and convenient for the purposes of the Company in the name and on behalf of the Company and shall be authorized in the name and on behalf of the Company to approve, execute and deliver any and all agreements, instruments, certificates or other documents.  Without limiting the foregoing grant of authority, the Member shall accomplish all filing, recording, publishing and other acts necessary or appropriate for compliance with all requirements for operation of the Company as a limited liability company under this Agreement and the Act and under all other laws of the State of Delaware and such other jurisdictions in which the Company determines that it may conduct business.

8.             Officers.

(a)           The Member may, but shall have no obligation to, elect one or more officers to supervise operations of the Company on a day-to-day basis.  The Member shall determine the powers, duties and salaries of such officers and the other relevant terms and conditions regarding such offices.  Any number of offices may be held by the same person.  As of the date hereof, the officers of the Company shall be the persons listed below:

Name	Office
Steve Vaccaro	Co-President & Chief Investment Officer
Oliver Wriedt	Co-President
Julian Weldon	General Counsel, Secretary, Chief Compliance Officer & Head of Corporate Strategy
Rahul N. Agarwal	Chief Financial Officer

(b)           Each officer shall hold office until a successor has been selected and qualified or until his or her earlier death, incapacity, resignation, or removal.  Any officer may resign at any time upon written notice to the Company.  The resignation shall be effective upon receipt thereof by the Company or at such subsequent time as may be specified in the notice of resignation.

(c)           The Member may from time to time elect such other officers and appoint such committees, employees, or other agents as the business of the Company may require, each

2

of whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Member may from time to time determine.

(d)           Any officer or agent of the Company may be removed by the Member with or without cause.  The removal shall be without prejudice to the contract rights, if any, of any person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

(e)           A vacancy in any office because of death, incapacity, resignation, removal, disqualification, or any other cause, may be filled by the Member.

9.             Capital Contributions.  The Member may make such contributions from time to time to the Company as the Member may from time to time determine or as may be required by the Act.

10.          Maintenance of Capital Accounts.  A capital account shall be established and maintained in the Company’s books for the Member.

11.          Allocation of Profits and Losses.  All of the profits and losses of the Company shall be allocated to the Member.

12.          Allocation and Making of Distributions.  All distributions of cash or other assets of the Company shall be allocated to the Member.  Subject to any applicable requirements of the Act, distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.          Transfers of Interests.

(a)           The Member may sell, transfer, assign, exchange, mortgage, pledge, grant a security interest in, or otherwise dispose of or encumber all or any part of its interest in the Company (including, without limitation, the right to receive distributions and allocations of profits and losses) as it may determine in its sole discretion.

(b)           In the event of any transfer of all or any part of an interest in the Company in accordance with Section 13(a), the transferee shall be deemed, and shall be admitted as, a substitute Member upon the transferee’s execution and delivery to the Company of a counterpart of this Agreement, evidencing the transferee’s agreement to be bound by all of the terms and conditions of this Agreement.  Any such transferee may be admitted to the Company as a Member and may receive interest in the Company without making a contribution or being obligated to make a contribution to the Company.

14.          Admission of Additional Members.  The Member may admit additional persons as members in the Company on such terms and conditions as the Member may determine.

15.          Liability of Members.  The members of the Company shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

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16.          Exculpation and Indemnification.

(a)           Notwithstanding any other term of this Agreement, whether express or implied, or obligation or duty at law or in equity, neither the Member nor (if any) any of its officers, directors, partners, employees, representatives or agents nor any director, officer, employee, representative or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any member thereof for any act or omission taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person; provided that such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence.

(b)           To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of the Covered Person’s management of the affairs of the Company or which relates to or arises out of the Company, its property, business or affairs.  A Covered Person shall not be entitled to indemnification under this Section 16 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence.  To the fullest extent permitted by the Act, expenses (including legal fees) incurred by a Covered Person in defending any such claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 16.

17.          Books and Records; Fiscal Year.  Proper and complete records and books of account shall be kept by the Company in which shall be entered fully and accurately all transactions and other matters relative to the Company’s business as are usually entered into records and books of account maintained by Persons engaged in businesses of a like character.  The Company books and records shall be kept in a manner determined by the Member in its sole discretion to be most beneficial for the Company.  The fiscal year of the Company (the “Fiscal Year”) shall be the calendar year; provided, however, that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

18.          Dissolution.  The Company shall be dissolved upon the earlier of (a) the election to dissolve the Company by the Member or (b) as otherwise required under the Act.

19.          Distribution of Assets Upon Dissolution.  Upon the dissolution of the Company, the assets of the Company shall be distributed to the Company’s creditors and the Member as required by the Act.

20.          Severability of Provisions.  Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to

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be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.          Governing Law.  This Agreement shall be governed by, and construed under, the law of the State of Delaware (without regard to conflict of laws principles thereof).

22.          Amendments.  This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Remainder of the page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has caused this Agreement to be executed by its duly authorized representative as of the date above first written.

CIFC CAPITAL PE LLC
	BY: CIFC Corp., its sole member
/s/ Julian Weldon
Name:	Julian Weldon
Title:	Secretary and General Counsel

[CIFC CLO Co-Investment Fund GP LLC — A&R LLC Agreement]

EX-3.18

Exhibit 3.18

CERTIFICATE OF FORMATION

OF

CIFC CLO CO-INVESTMENT FUND II GP LLC

This Certificate of Formation of CIFC CLO CO-Investment Fund II GP LLC (the “LLC”), dated as of January 16, 2015, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C §18-101, et seq.).

FIRST:  The name of the limited liability company formed hereby is “CIFC CLO Co-Investment Fund II GP LLC”.

SECOND:  The address of the registered office of the LLC in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801, County of New Castle.

THIRD:  The name and address of the registered agent for service of process on the LLC in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801, County of New Castle.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

CIFC CLO CO-INVESTMENT FUND II GP LLC
By:	CIFC Capital PE LLC, its managing member
By:	/s/ Robert C. Milton III
Name:	Robert C. Milton III
Title:	General Counsel, Secretary and Chief Compliance
Officer

[Signature Page to Certificate of Formation — CIFC CLO Co-Investment Fund II GP LLC]

EX-3.19

Exhibit 3.19

LIMITED LIABILITY COMPANY AGREEMENT

OF

CIFC CLO CO-INVESTMENT FUND II GP LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made as of January 16, 2015, by CIFC Capital PE LLC, a Delaware limited liability company (the “Member”).

RECITALS:

WHEREAS, CIFC CLO Co-Investment Fund II GP LLC (the “Company”) has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.), as amended (the “Act”), by the filing on January 16, 2015, of a Certificate of Formation in the office of the Secretary of State of the State of Delaware; and

WHEREAS, the Member wishes to set out fully its rights, obligations and duties regarding the Company and its assets and liabilities.

NOW, THEREFORE, in consideration of the covenants expressed herein, the Member hereby agrees as follows:

1.             Purpose; Powers. The principal business activity and purpose of the Company shall be to engage in any lawful act or activity for which limited liability companies may be formed under the Act. The Company shall possess and may exercise all the powers and privileges granted by the Act, any other law or this Agreement, together with any powers incidental thereto, and may take any other action not prohibited under the Act or other applicable law, so far as such powers and actions are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company.

2.             Capital Contributions. The Member shall contribute to the capital of the Company in such amounts and at such times as the Member may deem appropriate in its sole discretion.

3.             Distributions. Distributions (including distributions in liquidation) shall be made to the Member at such times as the Managers (as defined below) may deem appropriate in their sole discretion. Except as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”), all items of income, gain, loss, deduction and credit as determined for book and federal income tax purposes shall be allocated among the Member as the Managers may deem appropriate in their sole discretion.

4.             Management.

(a)           The Company shall be managed by a manager or managers (each a “Manager” and, collectively, the “Managers”). The Member shall have the right to appoint, remove and replace any Manager at any time. If at any time there is no appointed or otherwise designated Manager, then the Member shall be the Manager.

(b)           The business, policies, property and affairs of the Company shall be managed exclusively by the Manager or Managers. Each Manager shall have full, complete and exclusive authority and discretion to control the business, policies, property and affairs of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business, property and affairs, including the naming of officers of the Company pursuant to Section 4(c) below and the delegation of responsibility for the preceding to such officers. There is no requirement that any Manager hold a meeting in order to take action on any matter. Unless otherwise provided in this Agreement, any action taken by any Manager and the signature of any Manager on any agreement, contract, instrument or other document on behalf of the Company, shall be sufficient to bind the Company and shall conclusively evidence the authority of any Manager and the Company with respect thereto.

(c)           Each Manager may appoint officers at any time. The officers of the Company, if deemed necessary by a Manager, may include a president, one or more vice presidents, secretary, treasurer, chief financial officer, and such other officers as a Manager determines to be appropriate. The officers shall serve at the pleasure of the Manager or Managers, subject to all rights, if any, of an officer under any contract of employment. An officer need not be a Member of the Company, and the officers shall exercise such powers and perform such duties as shall be determined from time to time by the Manager or Managers.

(d)           Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, by any Manager at any time. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.

(e)           Except as otherwise provided in the Act, no Manager shall be obligated personally for any debt, obligation or liability of the Company or of any other Member, whether arising in contract, tort or otherwise, solely by reason of being a Manager. Except as otherwise provided in the Act, by law or expressly in this Agreement, no Manager shall have any fiduciary or other duty to another Member with respect to the business and affairs of the Company, and no Manager shall be liable to the Company or any other Member for acting in good faith reliance upon the provisions of this Agreement. No Manager shall be personally liable to the Company or to its Members for acting in good faith reliance upon the provisions of this Agreement, or for breach of any fiduciary or other duty that does not involve (i) a breach of the duty of loyalty to the Company or its Members, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) a transaction from which the Manager derived an improper personal benefit. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or the management of its business or affairs under this Agreement or the Act shall not be grounds for making the Managers responsible for any liability of the Company.

5.             Fiscal Year. The fiscal year end of the Company shall be December 31.

6.             Term. The term of the Company commenced on the date the Certificate of Formation was filed in the Office of the Secretary of State of the State of Delaware and shall continue until the first to occur of the following:

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(a)           the election to dissolve the Company made in writing by any Manager;

(b)           the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

(c)           dissolution required by operation of law.

7.             Indemnification.

(a)           The Company shall indemnify each Indemnitee (as defined in Section 7(e)), from and against any and all losses, claims, damages, liabilities (joint or several), expenses (including, without limitation, attorneys fees and other legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings (whether the same be civil, criminal, administrative or investigative) that relate to the operations of the Company as set forth in this Agreement in which such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, to the fullest extent permitted by the Act.

(b)           The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee or any other Person (as defined in Section 7(f)) may be entitled under any agreement, executed by any Manager, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement pursuant to which such Indemnitee is indemnified. The Members expressly intend that the provisions of this Section 7 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with any applicable third-party indemnifier having primary liability and the Company having only secondary liability.

(c)           In no event may an Indemnitee subject the Member or any Manager to personal liability by reason of the indemnification provisions set forth in this Agreement.

(d)           The provisions of this Section 7 are for the benefit of the Indemnitees, their heirs, successors and assigns and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 7 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the Company’s liability to any Indemnitee under this Section 7 as in effect immediately prior to such amendment, modification, or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(e)           As used in this Section 7, the term “Indemnitee” or “Indemnitees” shall mean (i) any Person made a party to a proceeding by reason of his, her or its status as (A) any Manager or the Member, or (B) a member, partner or shareholder of any Manager or the Member, or (C) a director, officer or employee of the Company, any Manager, the Member or any direct or indirect member, partner or shareholder of any Manager or the Member and (ii) such other Persons as any Manager may designate from time to time (whether before or after the event giving rise to potential liability), in its sole and absolute discretion.

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(f)            As used in this Section 7, the term “Person” or “Persons” shall mean any individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other legal entity or organization whether domestic or foreign.

8.             Liability of Member. The Member shall not have any liability for the debts, obligations or liabilities of the Company, except to the extent required under the Act. The Member shall not have any liability to restore any negative balance in its capital account.

9.             Interests Not Governed by Article 8. Limited liability company interests in the Company shall not be securities governed by Article 8 of the Delaware Uniform Commercial Code.

10.          Amendment. This Agreement may be amended only pursuant to an instrument signed by the Member.

11.          Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to conflicts of laws provisions.

12.          Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings relating to such matter.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of the date first set forth above.

MEMBER:
CIFC CAPITAL PE LLC
By:	/s/ Jeanette Miller
Name:	Jeanette Miller
Title:	Assistant General Counsel

[CIFC CLO Co-Investment Fund II GP LLC
Signature Page to Limited Liability Company Agreement]

EX-3.20

Exhibit 3.20

MC-305048

Certificate Of Incorporation

I, JOY A. RANKINE Assistant Registrar of Companies of the Cayman Islands          DO HEREBY CERTIFY, pursuant to the Companies Law CAP. 22, that all requirements of the said           Law in respect of registration were complied with by

CIFC CLO Opportunity Fund GP Ltd

an Exempted Company incorporated in the Cayman Islands with Limited Liability with effect from the           20th day of October Two Thousand Fifteen

	Given under my hand and Seal at George Town in the Island of Grand Cayman this 20th day of October Two Thousand Fifteen
	Assistant Registrar of Companies, Cayman Islands.

Authorisation Code : 494027995062

www.verify.gov.ky

22 October 2015

EX-3.21

Exhibit 3.21

EXEMPTED Company Registered and

filed as No. 305048 On 20-Oct-2015

Assistant Registrar

THE COMPANIES LAW (2013 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

CIFC CLO OPPORTUNITY FUND GP LTD

Auth Code: C48038602723

www.verify.gov.ky

THE COMPANIES LAW (2013 REVISION)
OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

CIFC CLO OPPORTUNITY FUND GP LTD

1The name of the Company is CIFC CLO Opportunity Fund GP Ltd

2The Registered Office of the Company shall be at the offices of Maples Corporate Services

Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide.

3The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.

4The liability of each Member is limited to the amount unpaid on such Member’s shares.

5The share capital of the Company is US$50,000 divided into 50,000 shares of a par value of US$1 each.

6The Company has power to register by way of continuation as a body corporate limited by shares

under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

7Capitalised terms that are not defined in this Memorandum of Association bear the respective meanings given to them in the Articles of Association of the Company.

WE, the subscriber to this Memorandum of Association, wish to form a company pursuant to this Memorandum of Association, and we agree to take the number of shares shown opposite our name.

Dated this 20th day of October 2015.

Signature and Address of Subscriber	Number of Shares Taken
Maples Corporate Services Limited
of PO Box 309, Ugland House	One
Grand Cayman
KY1-1104
Cayman Islands

acting by:

Errol Reid

Tessa Gall-Halstead

Witness to the above signature

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THE COMPANIES LAW (2013 REVISION)
OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

CIFC CLO OPPORTUNITY FUND GP LTD

1Interpretation

1.1In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:

“Articles”	means these articles of association of the Company.
“Auditor”	means the person for the time being performing the duties of auditor of the Company (if any).
“Company”	means the above named company.
“Directors”	means the directors for the time being of the Company.
“Dividend”	means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.
“Electronic Record”	has the same meaning as in the Electronic Transactions Law.
“Electronic Transactions Law”	means the Electronic Transactions Law (2003 Revision) of the Cayman Islands.
“Member”	has the same meaning as in the Statute.
“Memorandum”	means the memorandum of association of the Company.
“Ordinary Resolution”	means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the

Auth Code: J02639434173

www.verify.gov.ky

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	number of votes to which each Member is entitled by the Articles.
“Register of Members”	means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members.
“Registered Office”	means the registered office for the time being of the Company.
“Seal”	means the common seal of the Company and includes every duplicate seal.
“Share”	means a share in the Company and includes a fraction of a share in the Company.
“Special Resolution”	has the same meaning as in the Statute, and includes a unanimous written resolution.
“Statute”	means the Companies Law (2013 Revision) of the Cayman Islands.
“Subscriber”	means the subscriber to the Memorandum.
“Treasury Share”	means a Share held in the name of the Company as a treasury share in accordance with the Statute.

1.2In the Articles:

(a)words importing the singular number include the plural number and vice versa;

(b)words importing the masculine gender include the feminine gender;

(c)words importing persons include corporations as well as any other legal or natural person;

(d)“written” and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;

(e)“shall” shall be construed as imperative and “may” shall be construed as permissive;

(f)references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced;

(g)any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

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(h)the term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in others. The term “or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires);

(i)headings are inserted for reference only and shall be ignored in construing the Articles;

(j)any requirements as to delivery under the Articles include delivery in the form of an Electronic Record;

(k)any requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Law;

(l)sections 8 and 19(3) of the Electronic Transactions Law shall not apply;

(m)the term “clear days” in relation to the period of a notice means that period excluding the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect; and

(n)the term “holder” in relation to a Share means a person whose name is entered in the Register of Members as the holder of such Share.

2Commencement of Business

2.1The business of the Company may be commenced as soon after incorporation of the Company as the Directors shall see fit.

2.2The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.

3Issue of Shares

3.1Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to Dividend or other distribution, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles) vary such rights. Notwithstanding the foregoing, the Subscriber shall have the power to:

(a)issue one Share to itself;

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(b)transfer that Share by an instrument of transfer to any person; and

(c)update the Register of Members in respect of the issue and transfer of that Share.

3.2The Company shall not issue Shares to bearer.

4Register of Members

4.1The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute.

4.2The Directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Statute. The Directors may also determine which register of Members shall constitute the principal register and which shall constitute the branch register or registers, and to vary such determination from time to time.

5Closing Register of Members or Fixing Record Date

5.1For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty days.

5.2In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose.

5.3If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other distribution, the date on which notice of the meeting is sent or the date on which the resolution of the Directors resolving to pay such Dividend or other distribution is passed, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.

6Certificates for Shares

6.1A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall

6

be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and subject to the Articles no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled.

6.2The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.

6.3If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.

6.4Every share certificate sent in accordance with the Articles will be sent at the risk of the Member or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery.

7Transfer of Shares

7.1Subject to Article 3.1, Shares are transferable subject to the approval of the Directors by resolution who may, in their absolute discretion, decline to register any transfer of Shares without giving any reason. If the Directors refuse to register a transfer they shall notify the transferee within two months of such refusal.

7.2The instrument of transfer of any Share shall be in writing and shall be executed by or on behalf of the transferor (and if the Directors so require, signed by or on behalf of the transferee). The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of Members.

8Redemption, Repurchase and Surrender of Shares

8.1Subject to the provisions of the Statute the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company. The redemption of such Shares shall be effected in such manner and upon such other terms as the Company may, by Special Resolution, determine before the issue of the Shares.

8.2Subject to the provisions of the Statute, the Company may purchase its own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may agree with the relevant Member.

8.3The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital.

8.4The Directors may accept the surrender for no consideration of any fully paid Share.

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9Treasury Shares

9.1The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.

9.2The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).

10Variation of Rights of Shares

10.1If at any time the share capital of the Company is divided into different classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares of that class where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two thirds of the issued Shares of that class, or with the sanction of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders of the Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions of the Articles relating to general meetings shall apply mutatis mutandis, except that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll.

10.2For the purposes of a separate class meeting, the Directors may treat two or more or all the classes of Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate classes of Shares.

10.3The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.

11Commission on Sale of Shares

The Company may, in so far as the Statute permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.

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12Non Recognition of Trusts

The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the holder.

13Lien on Shares

13.1The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that Share.

13.2The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold.

13.3To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under the Articles.

13.4The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

14Call on Shares

14.1Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving at least fourteen clear days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be required to be paid by instalments. A person upon

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whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made.

14.2A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

14.3The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.

14.4If a call remains unpaid after it has become due and payable, the person from whom it is due shall pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine (and in addition all expenses that have been incurred by the Company by reason of such non-payment), but the Directors may waive payment of the interest or expenses wholly or in part.

14.5An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a call.

14.6The Directors may issue Shares with different terms as to the amount and times of payment of calls, or the interest to be paid.

14.7The Directors may, if they think fit, receive an amount from any Member willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance.

14.8No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of a Dividend or other distribution payable in respect of any period prior to the date upon which such amount would, but for such payment, become payable.

15Forfeiture of Shares

15.1If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited.

15.2If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture.

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15.3A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person.

15.4A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares.

15.5A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share.

15.6The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

16Transmission of Shares

16.1If a Member dies the survivor or survivors (where he was a joint holder) or his legal personal representatives (where he was a sole holder), shall be the only persons recognised by the Company as having any title to his Shares. The estate of a deceased Member is not thereby released from any liability in respect of any Share, for which he was a joint or sole holder.

16.2Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may be required by the Directors, elect, by a notice in writing sent by him to the Company, either to become the holder of such Share or to have some person nominated by him registered as the holder of such Share. If he elects to have another person registered as the holder of such Share he shall sign an instrument of transfer of that Share to that person. The Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution, as the case may be.

16.3A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution of a Member (or in any other case than by transfer) shall be entitled to the same

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Dividends, other distributions and other advantages to which he would be entitled if he were the holder of such Share. However, he shall not, before becoming a Member in respect of a Share, be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the Company and the Directors may at any time give notice requiring any such person to elect either to be registered himself or to have some person nominated by him be registered as the holder of the Share (but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution or any other case than by transfer, as the case may be). If the notice is not complied with within ninety days of being received or deemed to be received (as determined pursuant to the Articles) the Directors may thereafter withhold payment of all Dividends, other distributions, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.

17Amendments of Memorandum and Articles of Association and Alteration of Capital

17.1The Company may by Ordinary Resolution:

(a)increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine;

(b)consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares;

(c)convert all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares of any denomination;

(d)by subdivision of its existing Shares or any of them divide the whole or any part of its share capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and

(e)cancel any Shares that at the date of the passing of the Ordinary Resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled.

17.2All new Shares created in accordance with the provisions of the preceding Article shall be subject to the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital.

17.3Subject to the provisions of the Statute and the provisions of the Articles as regards the matters to be dealt with by Ordinary Resolution, the Company may by Special Resolution:

(a)change its name;

(b)alter or add to the Articles;

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(c)alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and

(d)reduce its share capital or any capital redemption reserve fund.

18Offices and Places of Business

Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered Office, maintain such other offices or places of business as the Directors determine.

19General Meetings

19.1All general meetings other than annual general meetings shall be called extraordinary general meetings.

19.2The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock in the morning. At these meetings the report of the Directors (if any) shall be presented.

19.3The Directors may call general meetings, and they shall on a Members’ requisition forthwith proceed to convene an extraordinary general meeting of the Company.

19.4A Members’ requisition is a requisition of Members holding at the date of deposit of the requisition not less than ten per cent. in par value of the issued Shares which as at that date carry the right to vote at general meetings of the Company.

19.5The Members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.

19.6If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not within twenty-one days from the date of the deposit of the Members’ requisition duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration of the said twenty-one day period.

19.7A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

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20Notice of General Meetings

20.1At least five clear days’ notice shall be given of any general meeting. Every notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

(a)in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and

(b)in the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than ninety five per cent. in par value of the Shares giving that right.

20.2The accidental omission to give notice of a general meeting to, or the non receipt of notice of a general meeting by, any person entitled to receive such notice shall not invalidate the proceedings of that general meeting.

21Proceedings at General Meetings

21.1No business shall be transacted at any general meeting unless a quorum is present. Two Members being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxy.

21.2A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting.

21.3A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held.

21.4If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or

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place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum.

21.5The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting.

21.6If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting.

21.7The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

21.8When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting.

21.9A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll.

21.10Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

21.11The demand for a poll may be withdrawn.

21.12Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.

21.13A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as

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the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll.

21.14In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.

22Votes of Members

22.1Subject to any rights or restrictions attached to any Shares, on a show of hands every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner shall have one vote for every Share of which he is the holder.

22.2In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members.

22.3A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy.

22.4No person shall be entitled to vote at any general meeting unless he is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid.

22.5No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairman whose decision shall be final and conclusive.

22.6On a poll or on a show of hands votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes.

22.7On a poll, a Member holding more than one Share need not cast the votes in respect of his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a proxy appointed under one

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or more instruments may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which he is appointed.

23Proxies

23.1The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation or other non natural person, under the hand of its duly authorised representative. A proxy need not be a Member.

23.2The Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the instrument appointing a proxy shall be deposited physically at the Registered Office not less than 48 hours before the time appointed for the meeting or adjourned meeting to commence at which the person named in the instrument proposes to vote.

23.3The chairman may in any event at his discretion declare that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted, or which has not been declared to have been duly deposited by the chairman, shall be invalid.

23.4The instrument appointing a proxy may be in any usual or common form (or such other form as the Directors may approve) and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.

23.5Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.

24Corporate Members

Any corporation or other non-natural person which is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled to

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exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member.

25Shares that May Not be Voted

Shares in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time.

26Directors

There shall be a board of Directors consisting of not less than one person (exclusive of alternate Directors) provided however that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors. The first Directors of the Company shall be determined in writing by, or appointed by a resolution of, the Subscriber.

27Powers of Directors

27.1Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

27.2All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution.

27.3The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

27.4The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

28Appointment and Removal of Directors

28.1The Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director.

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28.2The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors.

29Vacation of Office of Director

The office of a Director shall be vacated if:

(a)the Director gives notice in writing to the Company that he resigns the office of Director; or

(b)the Director absents himself (for the avoidance of doubt, without being represented by proxy or an alternate Director appointed by him) from three consecutive meetings of the board of Directors without special leave of absence from the Directors, and the Directors pass a resolution that he has by reason of such absence vacated office; or

(c)the Director dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or

(d)the Director is found to be or becomes of unsound mind; or

(e)all of the other Directors (being not less than two in number) determine that he should be removed as a Director, either by a resolution passed by all of the other Directors at a meeting of the Directors duly convened and held in accordance with the Articles or by a resolution in writing signed by all of the other Directors.

30Proceedings of Directors

30.1The quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be two if there are two or more Directors, and shall be one if there is only one Director. A person who holds office as an alternate Director shall, if his appointor is not present, be counted in the quorum. A Director who also acts as an alternate Director shall, if his appointor is not present, count twice towards the quorum.

30.2Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote.

30.3A person may participate in a meeting of the Directors or any committee of Directors by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors the meeting shall be deemed to be held at the place where the chairman is located at the start of the meeting.

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30.4A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of the Directors or, in the case of a resolution in writing relating to the removal of any Director or the vacation of office by any Director, all of the Directors other than the Director who is the subject of such resolution (an alternate Director being entitled to sign such a resolution on behalf of his appointor and if such alternate Director is also a Director, being entitled to sign such resolution both on behalf of his appointer and in his capacity as a Director) shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held.

30.5A Director or alternate Director may, or other officer of the Company on the direction of a Director or alternate Director shall, call a meeting of the Directors by at least two days’ notice in writing to every Director and alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held. To any such notice of a meeting of the Directors all the provisions of the Articles relating to the giving of notices by the Company to the Members shall apply mutatis mutandis.

30.6The continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose.

30.7The Directors may elect a chairman of their board and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for the meeting to commence, the Directors present may choose one of their number to be chairman of the meeting.

30.8All acts done by any meeting of the Directors or of a committee of the Directors (including any person acting as an alternate Director) shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or alternate Director, and/or that they or any of them were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if every such person had been duly appointed and/or not disqualified to be a Director or alternate Director and/or had not vacated their office and/or had been entitled to vote, as the case may be.

30.9A Director but not an alternate Director may be represented at any meetings of the board of Directors by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director.

31Presumption of Assent

A Director or alternate Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written

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dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director or alternate Director who voted in favour of such action.

32Directors’ Interests

32.1A Director or alternate Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.

32.2A Director or alternate Director may act by himself or by, through or on behalf of his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director.

32.3A Director or alternate Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company.

32.4No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director or alternate Director holding office or of the fiduciary relationship thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.

32.5A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

33Minutes

The Directors shall cause minutes to be made in books kept for the purpose of recording all appointments of officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names of the Directors or alternate Directors present at each meeting.

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34Delegation of Directors’ Powers

34.1The Directors may delegate any of their powers, authorities and discretions, including the power to sub-delegate, to any committee consisting of one or more Directors. They may also delegate to any managing director or any Director holding any other executive office such of their powers, authorities and discretions as they consider desirable to be exercised by him provided that an alternate Director may not act as managing director and the appointment of a managing director shall be revoked forthwith if he ceases to be a Director. Any such delegation may be made subject to any conditions the Directors may impose and either collaterally with or to the exclusion of their own powers and any such delegation may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

34.2The Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees, local boards or agencies. Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and any such appointment may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of any such committee, local board or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

34.3The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.

34.4The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under the Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him.

34.5The Directors may appoint such officers of the Company (including, for the avoidance of doubt and without limitation, any secretary) as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of his appointment an officer of the Company may be removed by resolution of the Directors or Members. An officer of the Company may vacate his office at any time if he gives notice in writing to the Company that he resigns his office.

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35Alternate Directors

35.1Any Director (but not an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him.

35.2An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at every such meeting at which the Director appointing him is not personally present, to sign any written resolution of the Directors, and generally to perform all the functions of his appointor as a Director in his absence.

35.3An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director.

35.4Any appointment or removal of an alternate Director shall be by notice to the Company signed by the Director making or revoking the appointment or in any other manner approved by the Directors.

35.5Subject to the provisions of the Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him.

36No Minimum Shareholding

The Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is not required to hold Shares.

37Remuneration of Directors

37.1The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company or the discharge of their duties as a Director, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other.

37.2The Directors may by resolution approve additional remuneration to any Director for any services which in the opinion of the Directors go beyond his ordinary routine work as a Director. Any fees paid to a Director who is also counsel, attorney or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration as a Director.

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38Seal

38.1The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or some officer of the Company or other person appointed by the Directors for the purpose.

38.2The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

38.3A Director or officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

39Dividends, Distributions and Reserve

39.1Subject to the Statute and this Article and except as otherwise provided by the rights attached to any Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and authorise payment of the Dividends or other distributions out of the funds of the Company lawfully available therefor. A Dividend shall be deemed to be an interim Dividend unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically state that such Dividend shall be a final Dividend. No Dividend or other distribution shall be paid except out of the realised or unrealised profits of the Company, out of the share premium account or as otherwise permitted by law.

39.2Except as otherwise provided by the rights attached to any Shares, all Dividends and other distributions shall be paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly.

39.3The Directors may deduct from any Dividend or other distribution payable to any Member all sums of money (if any) then payable by him to the Company on account of calls or otherwise.

39.4The Directors may resolve that any Dividend or other distribution be paid wholly or partly by the distribution of specific assets and in particular (but without limitation) by the distribution of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and

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may vest any such specific assets in trustees in such manner as may seem expedient to the Directors.

39.5Except as otherwise provided by the rights attached to any Shares, Dividends and other distributions may be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that may be required and how any costs involved are to be met.

39.6The Directors may, before resolving to pay any Dividend or other distribution, set aside such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the discretion of the Directors, be employed in the business of the Company.

39.7Any Dividend, other distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any Dividends, other distributions, bonuses, or other monies payable in respect of the Share held by them as joint holders.

39.8No Dividend or other distribution shall bear interest against the Company.

39.9Any Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed after six months from the date on which such Dividend or other distribution becomes payable may, in the discretion of the Directors, be paid into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the Dividend or other distribution shall remain as a debt due to the Member. Any Dividend or other distribution which remains unclaimed after a period of six years from the date on which such Dividend or other distribution becomes payable shall be forfeited and shall revert to the Company.

40Capitalisation

The Directors may at any time capitalise any sum standing to the credit of any of the Company’s reserve accounts or funds (including the share premium account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution; appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such Members had the same been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power given to the Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members

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interested into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto and any agreement made under such authority shall be effective and binding on all such Members and the Company.

41Books of Account

41.1The Directors shall cause proper books of account (including, where applicable, material underlying documentation including contracts and invoices) to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Such books of account must be retained for a minimum period of five years from the date on which they are prepared. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

41.2The Directors shall determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting.

41.3The Directors may cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.

42Audit

42.1The Directors may appoint an Auditor of the Company who shall hold office on such terms as the Directors determine.

42.2Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditor.

42.3Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the Directors or any general meeting of the Members.

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43Notices

43.1Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Member). Any notice, if posted from one country to another, is to be sent by airmail.

43.2Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands) following the day on which the notice was posted. Where a notice is sent by cable, telex or fax, service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted. Where a notice is given by e-mail service shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient.

43.3A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under the Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

43.4Notice of every general meeting shall be given in any manner authorised by the Articles to every holder of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member where the Member but for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings.

44Winding Up

44.1If the Company shall be wound up the liquidator shall apply the assets of the Company in satisfaction of creditors’ claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in a winding up:

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(a)if the assets available for distribution amongst the Members shall be insufficient to repay the whole of the Company’s issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them; or

(b)if the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the Company’s issued share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise.

44.2If the Company shall be wound up the liquidator may, subject to the rights attaching to any Shares and with the sanction of a Special Resolution of the Company and any other sanction required by the Statute, divide amongst the Members in kind the whole or any part of the assets of the Company (whether such assets shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.

45Indemnity and Insurance

45.1Every Director and officer of the Company (which for the avoidance of doubt, shall not include auditors of the Company), together with every former Director and former officer of the Company (each an “Indemnified Person”) shall be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud or wilful default. No Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud or wilful default of such Indemnified Person. No person shall be found to have committed actual fraud or wilful default under this Article unless or until a court of competent jurisdiction shall have made a finding to that effect.

45.2The Company shall advance to each Indemnified Person reasonable attorneys’ fees and other costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such

28

judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by the Indemnified Person.

45.3The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or other officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company.

46Financial Year

Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year.

47Transfer by Way of Continuation

If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

48Mergers and Consolidations

The Company shall, with the approval of a Special Resolution, have the power to merge or consolidate with one or more constituent companies (as defined in the Statute), upon such terms as the Directors may determine.

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Dated this 20th day of October 2015.

Maples Corporate Services Limited

of PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

acting by:

Errol Reid

Tessa Gall-Halstead

Witness to the above signature

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EX-3.22

Exhibit 3.22

CERTIFICATE OF FORMATION

OF

CIFC CLO WAREHOUSE FUND GP LLC

This Certificate of Formation of CIFC CLO Warehouse Fund GP LLC (the “LLC”), dated as of October 22, 2014, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C §18-101, et seq.).

FIRST:  The name of the limited liability company formed hereby is “CIFC CLO Warehouse Fund GP LLC”.

SECOND:  The address of the registered office of the LLC in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801, County of New Castle.

THIRD:  The name and address of the registered agent for service of process on the LLC in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801, County of New Castle.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

CIFC CLO Warehouse Fund GP LLC
By:	CIFC Capital PE LLC, its sole member
By:	/s/ Robert C. Milton III
Name:	Robert C. Milton III
Title:	General Counsel

[Signature Page to Certificate of Formation — CIFC CLO Warehouse Fund GP LLC]

EX-3.23

Exhibit 3.23

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

CIFC CLO WAREHOUSE FUND GP LLC

This Amended and Restated Limited Liability Company Agreement, dated as of August 7, 2015 (this “Agreement”), of CIFC CLO Warehouse Fund GP LLC (the “Company”) is entered into by CIFC Capital PE LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

WHEREAS, this Agreement amends and restates in its entirety the Limited Liability Company Agreement, dated as of October 22, 2014 of the Company; and

WHEREAS, the Member desires to enter into this Agreement on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Member agrees as follows:

1.             Name.  The name of the Company is CIFC CLO Warehouse Fund GP LLC.

2.             Formation of the Company.  The Company was formed as a Delaware limited liability company pursuant to a Certificate of Formation filed with the Secretary of State of Delaware on October 22, 2014.  The term of the Company shall continue until the Company is terminated in accordance with the provisions of this Agreement.

3.             Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

4.             Principal Place of Business.  The location of the principal place of business of the Company shall be 250 Park Avenue, 4th Floor, New York, New York 10177, or such other location as may be determined by the Member.

5.             Registered Office and Agent.  The registered office of the Company shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19908.  The name of the registered agent of the Company at such address is Corporation Service Company.

6.             Member.  The name and mailing address of the Member is as follows:

Name	Mailing Address
CIFC Capital PE LLC	250 Park Avenue, 4th Floor New York, NY 10177 Attention: General Counsel’s Office

7.             Management.  The business and affairs of the Company shall be managed by, and under the direction of, the Member.  The Member shall have the authority to exercise all powers necessary and convenient for the purposes of the Company in the name and on behalf of the Company and shall be authorized in the name and on behalf of the Company to approve, execute and deliver any and all agreements, instruments, certificates or other documents.  Without limiting the foregoing grant of authority, the Member shall accomplish all filing, recording, publishing and other acts necessary or appropriate for compliance with all requirements for operation of the Company as a limited liability company under this Agreement and the Act and under all other laws of the State of Delaware and such other jurisdictions in which the Company determines that it may conduct business.

8.             Officers.

(a)           The Member may, but shall have no obligation to, elect one or more officers to supervise operations of the Company on a day-to-day basis.  The Member shall determine the powers, duties and salaries of such officers and the other relevant terms and conditions regarding such offices.  Any number of offices may be held by the same person.  As of the date hereof, the officers of the Company shall be the persons listed below:

Name	Office
Steve Vaccaro	Co-President & Chief Investment Officer
Oliver Wriedt	Co-President
Julian Weldon	General Counsel, Secretary, Chief Compliance Officer & Head of Corporate Strategy
Rahul N. Agarwal	Chief Financial Officer

(b)           Each officer shall hold office until a successor has been selected and qualified or until his or her earlier death, incapacity, resignation, or removal.  Any officer may resign at any time upon written notice to the Company.  The resignation shall be effective upon receipt thereof by the Company or at such subsequent time as may be specified in the notice of resignation.

(c)           The Member may from time to time elect such other officers and appoint such committees, employees, or other agents as the business of the Company may require, each

2

of whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Member may from time to time determine.

(d)           Any officer or agent of the Company may be removed by the Member with or without cause.  The removal shall be without prejudice to the contract rights, if any, of any person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

(e)           A vacancy in any office because of death, incapacity, resignation, removal, disqualification, or any other cause, may be filled by the Member.

9.             Capital Contributions.  The Member may make such contributions from time to time to the Company as the Member may from time to time determine or as may be required by the Act.

10.          Maintenance of Capital Accounts.  A capital account shall be established and maintained in the Company’s books for the Member.

11.          Allocation of Profits and Losses.  All of the profits and losses of the Company shall be allocated to the Member.

12.          Allocation and Making of Distributions.  All distributions of cash or other assets of the Company shall be allocated to the Member.  Subject to any applicable requirements of the Act, distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.          Transfers of Interests.

(a)           The Member may sell, transfer, assign, exchange, mortgage, pledge, grant a security interest in, or otherwise dispose of or encumber all or any part of its interest in the Company (including, without limitation, the right to receive distributions and allocations of profits and losses) as it may determine in its sole discretion.

(b)           In the event of any transfer of all or any part of an interest in the Company in accordance with Section 13(a), the transferee shall be deemed, and shall be admitted as, a substitute Member upon the transferee’s execution and delivery to the Company of a counterpart of this Agreement, evidencing the transferee’s agreement to be bound by all of the terms and conditions of this Agreement.  Any such transferee may be admitted to the Company as a Member and may receive interest in the Company without making a contribution or being obligated to make a contribution to the Company.

14.          Admission of Additional Members.  The Member may admit additional persons as members in the Company on such terms and conditions as the Member may determine.

15.          Liability of Members.  The members of the Company shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

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16.          Exculpation and Indemnification.

(a)           Notwithstanding any other term of this Agreement, whether express or implied, or obligation or duty at law or in equity, neither the Member nor (if any) any of its officers, directors, partners, employees, representatives or agents nor any director, officer, employee, representative or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any member thereof for any act or omission taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person; provided that such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence.

(b)           To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of the Covered Person’s management of the affairs of the Company or which relates to or arises out of the Company, its property, business or affairs.  A Covered Person shall not be entitled to indemnification under this Section 16 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence.  To the fullest extent permitted by the Act, expenses (including legal fees) incurred by a Covered Person in defending any such claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 16.

17.          Books and Records; Fiscal Year.  Proper and complete records and books of account shall be kept by the Company in which shall be entered fully and accurately all transactions and other matters relative to the Company’s business as are usually entered into records and books of account maintained by Persons engaged in businesses of a like character.  The Company books and records shall be kept in a manner determined by the Member in its sole discretion to be most beneficial for the Company.  The fiscal year of the Company (the “Fiscal Year”) shall be the calendar year; provided, however, that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

18.          Dissolution.  The Company shall be dissolved upon the earlier of (a) the election to dissolve the Company by the Member or (b) as otherwise required under the Act.

19.          Distribution of Assets Upon Dissolution.  Upon the dissolution of the Company, the assets of the Company shall be distributed to the Company’s creditors and the Member as required by the Act.

20.          Severability of Provisions.  Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to

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be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.          Governing Law.  This Agreement shall be governed by, and construed under, the law of the State of Delaware (without regard to conflict of laws principles thereof).

22.          Amendments.  This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Remainder of the page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has caused this Agreement to be executed by its duly authorized representative as of the date above first written.

CIFC CAPITAL PE LLC
	BY: CIFC Corp., its sole member
/s/ Julian Weldon
Name:	Julian Weldon
Title:	Secretary and General Counsel

[CIFC CLO Warehouse Fund GP LLC — A&R LLC Agreement]

EX-3.24

Exhibit 3.24

Execution Version

CERTIFICATE OF FORMATION

OF

CIFC HOLDINGS I LLC

Dated as of December 8, 2015

This Certificate of Formation of CIFC Holdings I LLC is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq. (the “Act”).

1.  Name.  The name of the limited liability company formed hereby is CIFC Holdings I LLC (the “Company”).

2.  Registered Office.  The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

3.  Registered Agent.  The name and address of the registered agent of the Company is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of CIFC Holdings I LLC as of the date first above written.

By:	/s/ Nickolas Milonas
	Name:	Nickolas Milonas
	Title:	Authorized Person

EX-3.25

Exhibit 3.25

Execution Version

LIMITED LIABILITY COMPANY AGREEMENT

of

CIFC HOLDINGS I LLC

THE UNDERSIGNED is executing this LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of December 11, 2015, for the purpose of forming, and does hereby form, a limited liability company (the “Company”) pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “Act”) and does hereby agree as follows:

1.Name.  The name of the Company shall be CIFC Holdings I LLC or such other name as the Member may from time to time hereafter designate.

2.Definitions.  Capitalized terms not otherwise defined herein shall have the meanings set forth therefor in Section 18-101 of the Act.

3.Purpose.  The Company is formed for the purpose of engaging in any lawful business permitted by the Act or the laws of any jurisdiction in which the Company may do business.  The Company shall have the power to engage in all activities and transactions that the Member deems necessary or advisable in connection with the foregoing.

4.Offices.

(a)The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as the Member may designate from time to time.

(b)The registered office of the Company in the State of Delaware shall be located at c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.  The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.  The Member may from time to time change the registered agent or office by an amendment to the Certificate (as defined below).

5.Member.  CIFC LLC (the “Member”) is the sole member of the Company.

6.Term.  The term of the Company shall commence on the date of filing of the certificate of formation of the Company (the “Certificate”) in accordance with the Act and shall continue until dissolved and its affairs are wound up in accordance with Section 12 of this Agreement.

7.Management. The Member shall be authorized to make all decisions and to take all actions it determines necessary, advisable or desirable relating to the business, affairs, investments and properties of the Company including, without limitation, the formation of or

investment in, subsidiary or affiliate companies of the Company as it determines advisable or desirable.

8.Capital Contributions.  The Member may make capital contributions to the Company from time to time but shall not be required to make any capital contributions.

9.Allocations; Distributions.  Each item of income, gain, loss, deduction and credit of the Company shall be allocated 100% to the Member.  Each distribution of cash or other property by the Company shall be made 100% to the Member.  Distributions shall be made to the Member at the times and in the amounts determined by the Member.

10.Assignment.  The Member may assign in whole or in part its limited liability company interest in the Company.

11.Admission of Additional Members.  The Member may admit additional members in its discretion.

12.Dissolution.  The Company shall dissolve and its business and affairs shall be wound up upon the written consent of the Member or the entry of a decree of judicial dissolution under § 18-802 of the Act.  Upon the dissolution of the Company, the affairs of the Company shall be liquidated forthwith.  The assets of the Company shall be used first to pay or provide for the payment of all of the debts of the Company, with the balance being distributed to the Member.

13.Amendments.  This Agreement may be amended, supplemented, waived or modified at any time and from time to time only by a written instrument executed by the Member.

14.Miscellaneous.  The Member shall not have any liability for the debts, obligations or liabilities of the Company except to the extent provided by the Act.  This Agreement shall be governed by, and construed under, the laws of the State of Delaware, without regard to conflict of law rules.

15.Authorization.  Each of Steve Vaccaro, Oliver Wriedt, Rahul Agarwal and Julian Weldon and any other person designated by the Member, each acting individually, is hereby authorized and empowered as an authorized person of the Company within the meaning of the Act, or otherwise (the Member hereby authorizing and ratifying any of the following actions):

(a)to execute and deliver and/or file (in the name and on behalf of the Company and/or in the name and on behalf of any other entity in which the Company is a direct or indirect member, general partner, limited partner, stockholder or other representative (any such entity, a “CIFC Entity”)) any agreement of the Company or of any CIFC Entity (including, without limitation, the limited partnership agreement or limited liability company agreement of any CIFC Entity), and any amendments, restatements and/or supplements thereof, the Certificate or the certificate of incorporation, certificate of formation, certificate of limited partnership or similar organizational documents of any CIFC Entity (and any amendments, restatements and/or supplements of any of the foregoing), any other certificates, notices, agreements and other

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documents (and any amendments, restatements and/or supplements thereof) and any other certificates, notices, applications and other documents (and any amendments, restatements and/or supplements thereof) to be filed with any government or governmental or regulatory body, including, without limitation, any such document that may be necessary for the Company or any CIFC Entity to qualify to do business in a jurisdiction in which the Company or any CIFC Entity desires to do business; or

(b)to prepare or cause to be prepared, and to sign, execute and deliver and/or file (in the name and on behalf of the Company and/or on the behalf of any CIFC Entity) (A) such documents, instruments, certificates and agreements as may be necessary or desirable in furtherance of the Company’s or any CIFC Entity’s purposes, (B) any certificates, forms, notices, applications and other documents to be filed with any government or governmental or regulatory body on behalf of the Company and/or any CIFC Entity, (C) any certificates, forms, notices, applications and other documents that may be necessary or advisable in connection with any bank account of the Company and/or any CIFC Entity, and all checks, notes, drafts and other documents of the Company and/or any CIFC Entity that may be required in connection with any such bank account or any banking facilities or services that may be utilized by the Company and/or any CIFC Entity, (D) resolutions with respect to any of the foregoing matters (which resolutions, when executed by any person authorized as provided in this Section 15, each acting individually, shall be deemed to have been adopted by the Member, the Company or any CIFC Entity, as applicable, for all purposes), and (E) any amendments, restatements and/or supplements of any of the foregoing.

The authority granted to any person in this Section 15 may be revoked at any time by the Member by an instrument in writing signed by the Member.

16.Authorized Person. Nickolas Milonas is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate with the Secretary of State of the State of Delaware. Upon the filing of the Certificate with the Secretary of State of Delaware, Nickolas Milonas’ powers as an “authorized person” ceased, and each of the Member and Officers thereupon became an authorized person, within the meaning of the Act, to execute, deliver and file any certificates (and any amendments and/or restatements thereof), including such as may be necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

17.Officers.  The Member may delegate its authority to act on behalf of the Company and to manage the business affairs of the Company to one or more officers of the Company appointed by the Member.  The Member may from time to time create offices of the Company, designate the powers that may be exercised by such office, and appoint, authorize and empower any person as an officer of the Company (“Officer”) to direct such office.  The Member may remove any Officer at any time and may create, empower and appoint such other Officers of the Company as the Member may deem necessary or advisable to manage the day-to-day business affairs of the Company.  To the extent delegated by the Member, the Officers shall have the authority to act on behalf of, bind and execute and deliver documents in the name of and on behalf of the Company.  No such delegation shall cause the Member to cease to be a member.  Except as otherwise expressly provided in this Agreement or required by any non-waivable provision of the Act or other applicable law, no person other than the Member and such

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Officers designated by the Member shall have any right, power, or authority to transact any business in the name of the Company or to act for or on behalf of or to bind the Company.

The following persons are hereby appointed to the offices set forth opposite their respective names below, and each of such persons is designated by the Member as an Officer of the Company, to serve in accordance with this Agreement:

Name	Office
Stephen J. Vaccaro	Co-President
Oliver Wriedt	Co-President
Rahul Agarwal	Chief Financial Officer
Julian Weldon	General Counsel, Chief Compliance Officer and Secretary

18.Indemnification.  To the fullest extent permitted by the Act, the Company shall indemnify any current or former director, authorized person, or officer of the Company and may, at the discretion of the Member, indemnify any current or former employee or agent of the Company against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company or otherwise, to which he or she was or is a party or is threatened to be made a party by reason of his or her current or former position with the Company or by reason of the fact that he or she is or was serving, at the request of the Company, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

19.Applicable Law.  This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the date first above written.

CIFC LLC, as sole member
By: CIFC Corp., its sole member
By:	/s/ Julian Weldon
	Name:	Julian Weldon
	Title:	Authorized Person

[Signature Page to LLC Agreement — CIFC Holdings I LLC]

EX-3.26

Exhibit 3.26

CERTIFICATE OF FORMATION
OF
CIFC CAPITAL PE LLC

FIRST:  The name of the limited liability company is CIFC Capital PE LLC.

SECOND:  The address of its registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.  The name of its Registered agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation this day of 31st day of December, 2013.

/s/ Joanne BL Arnold
By:	Joanne BL Arnold
Title:	Authorized Person

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF FORMATION

of

CIFC Capital PE LLC

The undersigned, desiring to amend the Certificate of Formation of CIFC Capital PE LLC (the “Company”) pursuant to the provisions of Section 18-202 of the Limited Liability Company Act of the State of Delaware, does hereby certify as follows:

FIRST:                   The name of the Company is CIFC Capital PE LLC.

SECOND:              The Certificate of Formation of the Company (the “Certificate of Formation”) was filed with the Secretary of State of the State of Delaware on December 31, 2013.

THIRD:                 The Certificate of Formation shall be amended by deleting paragraph 1 in its entirety and substituting in lieu thereof a new paragraph 1 to read as follows.

“FIRST:                 The name of the limited liability company formed hereby is CIFC Holdings II LLC.”

FOURTH:             This amendment to the Certificate of Formation shall be effective on and as of the date of filing of this Certificate of Amendment with the office of the Secretary of State.

FIFTH:                  Except as expressly amended hereby, all other terms of the Certificate of Formation shall remain in full force and effect.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned, as sole member of the Company has duly executed this Certificate of Amendment as of September 29, 2015.

CIFC Corp.
By:	/s/ Julian Weldon
Name:		Julian Weldon
Title:		General Counsel

[Signature Page to Certificate of Amendment to Certificate of Limited Partnership]

CERTIFICATE OF MERGER

of

CIFC Capital HF LLC
(a Delaware limited liability company)

with and into

CIFC Holdings II LLC
(a Delaware limited liability company)

Pursuant to Section 18-209
of the Limited Liability Company Act of the State of Delaware

The undersigned certifies that:

FIRST:  The name, state of formation and the type of entity of each of the constituent entities to the merger herein certified (the “Merger”) are as follows:

Name	State of Formation	Type of Entity
a) CIFC Capital HF LLC (“CIFC Capital”)	Delaware	limited liability company
(b)  CIFC Holdings II LLC (the “Company”)	Delaware	limited liability company

SECOND:  An Agreement of Merger, dated as of September 30, 2015 (the “Merger Agreement”), in connection with the Merger has been approved and executed by each of CIFC Capital and the Company (together, the “Constituent Entities”) and by CIFC Corp., a Delaware corporation (the “Member”) in its capacity as sole member of each of the Constituent Entities, in accordance with Section 18-209 of the Delaware Limited Liability Company Act.

THIRD:  Pursuant to the terms of the Merger Agreement, CIFC Capital shall merge with and into the Company. Following the Merger, the Company shall continue as the surviving entity (the “Surviving Entity”) and the separate limited liability company existence of CIFC Capital shall cease.

FOURTH:  The name of the Surviving Entity shall be CIFC Holdings II LLC.

FIFTH:  The Merger shall become effective at 5:00 PM eastern time on September 30, 2015.

SIXTH:  The executed Merger Agreement is on file at a place of business of the Surviving Entity located at 250 Park Avenue, 4th Floor, New York, New York, 10177.

SEVENTH:  A copy of the Merger Agreement shall be furnished by the Surviving Entity, on request and without cost, to members of any of the Constituent Entities.

[This space intentionally left blank]

IN WITNESS WHEREOF, the Surviving Entity has caused this certificate to be executed by its duly authorized representative as of the      day of September, 2015.

CIFC Holdings II LLC, a Delaware limited liability company
By: CIFC Corp., its sole member
By:	/s/ Julian Weldon
	Name:	Julian Weldon
	Title:	General Counsel

[Signature Page to Certificate of Merger]

EX-3.27

Exhibit 3.27

Execution Version

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

of

CIFC HOLDINGS II LLC

This Third Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of CIFC Holdings II LLC (f/k/a CIFC Capital PE LLC), a Delaware limited liability company (the “Company”), is entered into as of November 1, 2015, by and among CIFC Corp., a Delaware corporation (the Managing  Member”) and CIFC Member LLC, a Delaware limited liability company (the “Non-Managing  Member”), and such other persons that are admitted to the Company as members of the Company after the date hereof in accordance herewith (each in its capacity as a member of the Company, a “Member” and collectively, the “Members”).

WHEREAS, the Company was formed as a Delaware limited liability company pursuant to a Certificate of Formation filed with the Secretary of State of Delaware on December 21, 2013, which was amended by Amendment No. 1 to the Certificate of Formation filed with the Secretary of State of Delaware on September 30, 2015 to change the name of the Company from CIFC Capital PE LLC to CIFC Holdings II LLC, and is currently governed pursuant to the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of August 7, 2015 (the “Existing Agreement”), by CIFC Corp., as sole member and holder of 100% of the limited liability company interests in the Company;

WHEREAS, substantially concurrently with the execution and delivery of this Agreement, pursuant to that certain Contribution Agreement, dated as of November 1, 2015 by and among the Managing Member, the Non-Managing Member and the other parties thereto, the Managing Member has contributed to the Non-Managing Member, and the Non-Managing Member has accepted, limited liability company interests in the Company representing a 1% Sharing Percentage (as defined below), and the Non-Managing Member has been admitted as a member of the Company; and

WHEREAS, this Agreement amends and restates in its entirety the Existing Agreement and the Members desire to enter into this Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, the parties hereto, by their execution of this Agreement, hereby agree as follows:

1.             Name. The name of the Company shall be CIFC Holdings II LLC or such other name as the Managing Member may from time to time hereafter designate.

2.             Definitions. Capitalized terms not otherwise defined herein shall have the meanings set forth therefor in Section 18-101 of the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), as amended from time to time (the “Act”).

3.             Purpose. The Company is formed for the purpose of engaging in any lawful business permitted by the Act or the laws of any jurisdiction in which the Company may do business. The Company shall have the power to engage in all activities and transactions that the Managing Member deems necessary or advisable in connection with the foregoing.

4.             Offices.

(a)           The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as the Managing Member may designate from time to time.

(b)           The registered office of the Company in the State of Delaware shall be located at c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The Managing Member may from time to time change the registered agent or office by an amendment to the Certificate (as defined below).

5.             Members.

(a)   The name and percentage of limited liability company interests in the Company (each a “Sharing Percentage”) of each Member of the Company as of the date hereof is as set forth on Schedule A attached hereto.

(b)   Each Member is hereby designated as an authorized person of the Company, within the meaning of the Act, to execute, deliver and file the certificate of formation of the Company with the Secretary of State of the State of Delaware (and any amendments and/or restatements to the certificate of formation of the Company) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. The execution by one Member of any of the foregoing certificates (and any amendments and/or restatements thereof) shall be sufficient.

(c)   The books and records of the Company shall be amended by the Managing Member from time to time to reflect changes to the Sharing Percentages, the admission and resignation of Members and the transfer or assignment of interests in the Company pursuant to the terms of this Agreement.

(d)   The Managing Member shall be permitted to admit new Members and approve the resignation of existing Members on any terms as it may determine in its sole discretion. At the time of admission of each additional Member, the Managing Member shall determine in its sole discretion the Sharing Percentage of such Member and shall appropriately modify in its sole discretion the Sharing Percentages of the other Members.

6.             Term. The term of the Company commenced on the date of filing of the certificate of formation of the Company (the “Certificate”) in accordance with the Act and shall

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continue until dissolved and its affairs are wound up in accordance with Section 13 of this Agreement.

7.             Management. The business and affairs of the Company shall be managed by the Managing Member. Except as otherwise provided herein, the Managing Member shall have the power to manage the business and affairs of the Company, and the Managing Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members or managers under the laws of the State of Delaware. Any action to be taken by the Company may be taken by the Managing Member. Notwithstanding any other provision of this Agreement, the Managing Member is authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person or entity.

8.             Capital Contributions and Maintenance of Capital Accounts. No Member shall be required to make additional capital contributions to the Company without the consent of such Member or be permitted to make additional capital contributions to the Company without the consent of the Managing Member. The Managing Member shall establish and maintain a capital account for each Member in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv).

9.             Allocations and Distributions. Profits and losses of the Company shall be allocated among the Members in accordance with their respective Sharing Percentages. Notwithstanding the foregoing, the allocation of profits and losses pursuant to this Section 9 is intended to comply with the “alternate test for economic effect” under Treasury Regulations Section 1.704-1(b)(2)(ii)(d), and profits and losses shall be allocated among the Members only to the extent that such allocations would not violate such rules. Consistent with the preceding sentence, the “qualified income offset” provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) (flush language) and the applicable provisions of Treasury Regulations Section 1.704-2 are hereby incorporated into this Agreement by this reference. The Company may make distributions of available cash (subject to reserves and other adjustments as provided herein) or other property to Members at such times and in such amounts as are determined by the Managing Member in its sole discretion. Distributions of cash or other property shall be made among the Members in accordance with their respective Sharing Percentages, except as provided in Section 13 below. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to a Member on account of its interest in the Company if such distribution would violate the Act or other applicable law.

10.          Allocations in Respect of Nonqualifying Income. Notwithstanding anything otherwise to the contrary herein (other than the second and third sentences of Section 9, above), for each fiscal year, any item of income or gain that the Managing Member determines is not, or likely is not, or with respect to which there is a “determination” within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as amended (the “Code”) that such item is not, “qualifying income” within the meaning of Section 7704(d) of the Code shall be allocated to the Non-Managing Member. To the extent that income or gain is allocated pursuant to the preceding sentence in a fiscal year, items of gain (subject to the preceding sentence) and of loss shall, in subsequent fiscal years, be allocated among the Members to cause the respective Sharing Percentages of the Managing Member and the Non-Managing Member to equal 99%

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and 1%, respectively, or such other percentages as may be determined by the Managing Member in its sole discretion in accordance with Section 5 of this Agreement.

11.           Assignment. No Member may sell, assign, pledge or otherwise transfer or encumber (collectively, a “Transfer”) all or any portion of its Sharing Percentage or limited liability company interests without the written consent of the Managing Member, which consent may be granted or withheld in its sole and absolute discretion. No assignee, legatee, distributee, heir or transferee (by conveyance, operation of law or otherwise) of the whole or any portion of any Member’s Sharing Percentage or limited liability company interests shall have any right to be a Member without the prior written consent of the Managing Member, which may be given or withheld in its sole discretion.

12.           Resignation. No Member shall have the right to resign from the Company except with the consent of the Managing Member and upon such terms and conditions as may be specifically agreed upon between the resigning Member and the Managing Member.

13.           Dissolution.

(a)           The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the determination of the Managing Member to dissolve the Company; (ii) the time at which there are no Members; provided, that the Company shall not be dissolved and shall not be required to be wound up if a New Member (as defined below) is admitted to the Company, in the manner provided herein, effective as of the occurrence of the event that terminated the continued membership of the last remaining Member (the “Terminating Event”), within 90 days after the occurrence of the Terminating Event, pursuant to Section 13(b) hereof, or (iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act. Upon liquidation of the Company (or any Member’s interest in the Company), the assets of the Company shall be distributed to the Members in accordance with the positive balances of the Members’ capital accounts, as determined after taking into account all capital account adjustments for the fiscal year of the Company during which such liquidation occurs.

(b)           A Member (the “New Member”) may be admitted to the Company effective as of the occurrence of a Terminating Event, and such New Member shall be so admitted if the New Member shall execute an instrument in writing, either before or after the Terminating Event, stating that the New Member shall be so admitted, and the New Member agrees in writing to become a party to, and bound by, this Agreement, as amended, supplemented or otherwise modified.

14.           Amendments. This Agreement may be amended, supplemented, waived or modified at any time and from time to time only with the consent of the Managing Member, and any such amendment, supplement, waiver or modification shall not require the consent of any other person (including any other Member).

15.           Miscellaneous. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated

4

personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

16.           Authorization. Each of Steve Vaccaro, Oliver Wriedt, Rahul Agarwal, and Julian Weldon and any other person designated by the Managing Member, each acting individually, is hereby authorized and empowered as an authorized person of the Company within the meaning of the Act, or otherwise (the Managing Member hereby authorizing and ratifying any of the following actions):

(a)   to execute and deliver and/or file (in the name and on behalf of the Company, and/or in the name and on behalf of any other entity in which the Company is a direct or indirect member, general partner, limited partner, stockholder or other representative (any such entity, an “Affiliate Entity”)) any agreement of the Company or of any Affiliate Entity (including, without limitation, the limited partnership agreement or limited liability company agreement of any Affiliate Entity), and any amendments, restatements and/or supplements thereof, the certificate of incorporation, certificate of formation, certificate of limited partnership or similar organizational documents of any Affiliate Entity (and any amendments, restatements and/or supplements of any of the foregoing), any other certificates, notices, agreements and other documents (and any amendments, restatements and/or supplements thereof) to be filed with any government or governmental or regulatory body, including, without limitation, any such document that may be necessary for the Company or any Affiliate Entity to qualify to do business in a jurisdiction in which the Company or any Affiliate Entity desires to do business; or

(b)   to prepare or cause to be prepared, and to sign, execute and deliver and/or file (in the name and on behalf of the Company and/or on the behalf of any Affiliate Entity) (A) such documents, instruments, certificates and agreements as may be necessary or desirable in furtherance of the Company’s or any Affiliate Entity’s purposes, (B) any certificates, forms, notices, applications and other documents to be filed with any government or governmental or regulatory body on behalf of the Company and/or any Affiliate Entity, (C) any certificates, forms, notices, applications and other documents that may be necessary or advisable in connection with any bank account of the Company and/or any Affiliate Entity, and all checks, notes, drafts and other documents that may be required in connection with any such bank account or any banking facilities or services that may be utilized by the Company and/or any Affiliate Entity, (D) resolutions with respect to any of the foregoing matters (which resolutions, when executed by any person authorized as provided in this Section 16(b), each acting individually, shall be deemed to have been adopted by the Managing Member, the Company or any Affiliate Entity, as applicable, for all purposes), and (E) any amendments, restatements and/or supplements of any of the foregoing.

The authority granted to any person in this Section 16 may be revoked at any time by the Managing Member by an instrument in writing signed by the Managing Member.

17.           Officers. The Managing Member may delegate its authority to act on behalf of the Company and to manage the business affairs of the Company to one or more officers of the Company appointed by the Managing Member. The Managing Member may from time to time create offices of the Company, designate the powers that may be exercised by such office, and appoint, authorize and empower any person as an officer of the Company

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(“Officer”) to direct such office. The Managing Member may remove any Officer at any time and may create, empower and appoint such other Officers of the Company as the Managing Member may deem necessary or advisable to manage the day-to-day business affairs of the Company. To the extent delegated by the Managing Member, the Officers shall have the authority to act on behalf of, bind and execute and deliver documents in the name of and on behalf of the Company. No such delegation shall cause the Managing Member to cease to be a Managing Member. Except as otherwise expressly provided in this Agreement or required by any non-waivable provision of the Act or other applicable law, no person other than the Managing Member and such Officers designated by the Managing Member shall have any right, power, or authority to transact any business in the name of the Company or to act for or on behalf of or to bind the Company.

The following persons are hereby appointed to the offices set forth opposite their respective names below, and each of such persons is designated by the Managing Member as an Officer of the Company, to serve in accordance with this Agreement:

Name	Office
Stephen J. Vaccaro	Co-President
Oliver Wriedt	Co-President
Rahul Agarwal	Chief Financial Officer
Julian Weldon	General Counsel, Chief Compliance Officer and Secretary

18.          Indemnification. To the fullest extent permitted by the Act, the Company shall indemnify any current or former director, authorized person, or officer of the Company and may, at the discretion of the Managing Member, indemnify any current or former employee or agent of the Company against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company or otherwise, to which he or she was or is a party or is threatened to be made a party by reason of his or her current or former position with the Company or by reason of the fact that he or she is or was serving, at the request of the Company, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

19.          Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware.

20.          Tax Classification. The Members intend for the Company to be treated as a partnership for U.S. federal income tax purposes, and no election to the contrary shall be made.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the date first above written.

MANAGING MEMBER:
CIFC Corp.
By:	/s/ Julian Weldon
	Name:	Julian Weldon
	Title:	Authorized Person
NON-MANAGING MEMBER:
CIFC Member LLC
By: CIFC Corp., its sole member
By :	/s/ Julian Weldon
	Name:	Julian Weldon
	Title:	Authorized Person

[Signature Page to A&R CIFC Holdings II LLC Limited Liability Company Agreement]

SCHEDULE A

Member	Sharing Percentage
Name & Address
CIFC Corp. 250 Park Avenue, 4th Floor, New York, NY	99.0	%
Name & Address
CIFC Member LLC 250 Park Avenue, 4th Floor, New York, NY	1.0	%

EX-3.28

Exhibit 3.28

CERTIFICATE OF FORMATION

OF

CIFC HOLDINGS II SUB LLC

Dated as of December 16, 2015

This Certificate of Formation of CIFC Holdings II Sub LLC is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq. (the “Act”).

1.  Name.  The name of the limited liability company formed hereby is CIFC Holdings II Sub LLC (the “Company”).

2.  Registered Office.  The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

3.  Registered Agent.  The name and address of the registered agent of the Company is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of CIFC Holdings II Sub LLC as of the date first above written.

By:	/s/ Nickolas Milonas
	Name:	Nickolas Milonas
	Title:	Authorized Person

EX-3.29

Exhibit 3.29

Execution Version

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

of

CIFC HOLDINGS II SUB LLC

This Amended and Restated Limited Liability Company Agreement (together with the exhibits and annexes attached hereto, this “Agreement”) of CIFC Holdings II Sub LLC, a Delaware limited liability company (the “Company”), is entered into on December 31, 2015, by and among CIFC Holdings II LLC, a Delaware limited liability company (in such capacity, the “Managing Member”), the persons heretofore and hereafter admitted to the Company and identified as “Common Members” on Annex A attached hereto, as it may be amended from time to time (the “Common Members”), the persons heretofore and hereafter admitted to the Company and identified as “Series A Members” on Annex A attached hereto, as it may be amended from time to time (the “Series A Members”).  The Common Members, the Series A Members and such other persons that are admitted to the Company as members of the Company after the date hereof in accordance herewith are collectively referred to as the “Members.”

WHEREAS, the Company was formed as a Delaware limited liability company pursuant to a Certificate of Formation filed with the Secretary of State of Delaware on December 16, 2015, and is currently governed pursuant to the Limited Liability Company Agreement of the Company, dated as of December 16, 2015 (the “Existing Agreement”), by CIFC Holdings II LLC, as sole member; and

WHEREAS, this Agreement amends and restates in its entirety the Existing Agreement and the Members desire to enter into this Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, the parties hereto, by their execution of this Agreement, hereby agree as follows:

1.Name.  The name of the Company shall be CIFC Holdings II Sub LLC or such other name as the Managing Member may from time to time hereafter designate.

2.Definitions.  Capitalized terms not otherwise defined herein shall have the meanings set forth therefor in Section 18-101 of the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), as amended from time to time (the “Act”).

“Affiliate” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

“Certificate” has the meaning ascribed thereto in Section 7 hereof.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any subsequent federal law of similar import, and, to the extent applicable, any Treasury

Regulations.

“Common Units” means the limited liability company interests in the Company designated as such with the rights, powers and duties set forth herein and expressed in the number set forth on Annex A, as such annex may be amended from time to time.

“Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

“Percentage Interest” means, as to each Member, its interest in the Company as determined by dividing the number of Common Units owned by such Member by the total number of Common Units then issued and outstanding and as set forth on Annex A, as such annex may be amended from time to time.  For the avoidance of doubt, Members holding Series A Preferred Units shall not have a Percentage Interest in respect of their Series A Preferred Units.

“Person” means any individual, estate, corporation, partnership, limited partnership, limited liability company, limited company, joint venture, trust, unincorporated or governmental organization or any agency or political subdivision thereof.

“Preferred Units” has the meaning ascribed thereto in Section 6(b) hereof.

“Series A Preferred Units” has the meaning ascribed thereto in Section 6(c) hereof.  For avoidance of doubt, the Series A Preferred Units shall not constitute a “series” within the meaning of Section 18-215 of the Act.

“Treasury Regulations” means the federal income tax regulations, including any temporary or proposed regulations, promulgated under the Code, as such Treasury Regulations may be amended from time to time (it being understood that all references herein to specific sections of the Treasury Regulations shall be deemed also to refer to any corresponding provisions of succeeding Treasury Regulations).

“Units” means the Common Units and the Preferred Units, and any other class of limited liability company interest in the Company.

3.Purpose.  The Company is formed for the purpose of engaging in any lawful business permitted by the Act or the laws of any jurisdiction in which the Company may do business.  The Company shall have the power to engage in all activities and transactions that the Managing Member deems necessary or advisable in connection with the foregoing.

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4.Offices.

(a)The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as the Managing Member may designate from time to time.

(b)The registered office of the Company in the State of Delaware shall be located at c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.  The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.  The Managing Member may from time to time change the registered agent or office by an amendment to the Certificate.

5.Members.

(a)The name and address, number of Units and respective Percentage Interest of each Member of the Company is as set forth on Annex A attached hereto.

(b)The Managing Member is hereby designated as an authorized person of the Company, within the meaning of the Act, to execute, deliver and file the certificate of formation of the Company with the Secretary of State of the State of Delaware (and any amendments, corrections and/or restatements to the certificate of formation of the Company) and any other certificates (and any amendments, corrections and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.  The execution by the Managing Member of any of the foregoing certificates (and any amendments, corrections and/or restatements thereof) shall be sufficient.

(c)The books and records of the Company shall be amended by the Managing Member from time to time to reflect changes to the number of Units and Percentage Interest of any Member, the admission and resignation of Members and the transfer or assignment of Units in the Company pursuant to the terms of this Agreement.

(d)The Managing Member shall be permitted to admit new Members and approve the resignation of existing Members on any terms as it may determine in its sole discretion.  At the time of admission of each additional Common Member, the Managing Member shall determine in its sole discretion the Percentage Interest of such Common Member and shall appropriately modify in its sole discretion the Percentage Interest of the other Common Members.

6.Interests in the Company.

(a)Common Units.  The Company is authorized to issue an unlimited number of Common Units.  Each Common Unit shall have the rights and be governed by the provisions set forth in this Agreement; and none of such Common Units shall have any preemptive rights or give the holders thereof any cumulative voting rights.  Common Units shall be evidenced by entries on Annex A. Certificates representing Common Units shall not be issued; provided,

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however, that the Managing Member may provide that some or all of the Common Units shall be certificated.

(b)Other Interests in the Company.  The Managing Member may cause the Company to issue additional Units (in addition to Common Units) in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as the Managing Member may determine, including rights, powers and duties senior to the Common Units, including, without limitation, with respect to the rights of the Units to share in Company distributions (collectively “Preferred Units”).  Preferred Units may include rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase such additional interests in the Company.  If the Managing Member determines that it is necessary or desirable to amend this Agreement or make any filings under the Act or otherwise in order to reference the existence or creation of a class or series of additional interests in the Company, the Managing Member may amend this Agreement or cause such filings to be made (which filings might take the form of amendments to the Company’s certificate of formation).

(c)Series A Preferred Units. In addition to the Common Units, the Company is authorized to issue up to 200,000 Preferred Units, designated as Series A Cumulative Non-Voting Preferred Units, having the rights, preferences, powers and limitations described in this Agreement including without limitation those described in Exhibit A attached hereto (the “Series A Preferred Units”).  In the event of any conflict between the terms of the Series A Preferred Units in Exhibit A attached hereto and any other provision in this Agreement, the terms contained in Exhibit A attached hereto shall control.  The Series A Preferred Units shall rank senior to the Common Units with respect to certain rights as more particularly described in this Agreement, including Exhibit A attached hereto.

7.Term.  The term of the Company commenced on the date of filing of the certificate of formation of the Company (the “Certificate”) in accordance with the Act and shall continue until dissolved and its affairs are wound up in accordance with Section 14 of this Agreement.

8.Management.

(a)The business and affairs of the Company shall be managed by the Managing Member.  Except as otherwise provided herein, the Managing Member shall have the power to manage the business and affairs of the Company, and the Managing Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members or managers under the laws of the State of Delaware.  Any action to be taken by the Company may be taken by the Managing Member.  Notwithstanding any other provision of this Agreement, the Managing Member is authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person or entity.

(b)No Member (other than the Managing Member), in its capacity as such, shall participate in or have any control over the business of the Company.  Except as expressly provided herein, the Units do not confer any rights upon the Members to participate in the affairs

4

of the Company described in this Agreement.  Except as expressly provided herein, no Member (other than the Managing Member) shall have any right to vote on any matter involving the Company, including with respect to any merger, consolidation, combination or conversion of the Company, or any other matter that a Member might otherwise have the ability to vote on or consent with respect to under the Act, at law, in equity or otherwise.  The conduct, control and management of the Company shall be vested exclusively in the Managing Member.  In all matters relating to or arising out of the conduct of the operation of the Company, the decision of the Managing Member shall be the decision of the Company.  The Managing Member shall be the “tax matters partner” of the Company within the meaning of Section 6223(a) of the Code and shall have the authority to act as (or appoint) the “partnership representative” within the meaning of Section 6223(a) of the Code.  Except as required or permitted by law, or expressly provided in the penultimate sentence of this Section 8(b) or by separate agreement with the Company, no Member who is not also the Managing Member (and acting in such capacity) shall take any part in the management or control of the operation or business of the Company in its capacity as a Member, nor shall any Member who is not also the Managing Member (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Company in his or its capacity as a Member in any respect or assume any obligation or responsibility of the Company or of any other Member.  Notwithstanding the foregoing, the Company may from time to time appoint one or more Members as officers or employ one or more Members as employees, and such Members, in their capacity as officers or employees of the Company (and not, for clarity, in their capacity as Members of the Company), may take part in the control and management of the business of the Company to the extent such authority and power to act for or on behalf of the Company has been delegated to them by the Managing Member.  For the avoidance of doubt, no Series A Member has authority to bind the Company.

9.Capital Contributions and Maintenance of Capital Accounts.  No Member shall be required to make additional capital contributions to the Company without the consent of such Member or be permitted to make additional capital contributions to the Company without the consent of the Managing Member. The Managing Member shall establish and maintain a capital account for each Member in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv).

10.Allocations.

(a)Except as otherwise provided herein, each item of income, gain, loss or deduction of the Company (determined in accordance with U.S. tax principles as applied to the maintenance of capital accounts) with respect to each taxable year shall be allocated among the capital accounts of the Members, as of the end of such taxable year, in a manner that as closely as possible gives economic effect to the provisions of Sections 11 and 14.  This Section 10(a) shall be deemed to contain “minimum gain chargebacks” within the meaning of Treasury Regulations Section 1.704-2(b)(2) and 1.704-2(i) and a “qualified income offset” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), and shall be interpreted consistently therewith.  Notwithstanding the foregoing, the Managing Member may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the Managing Member deems reasonably necessary for this purpose.

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(b)For U.S. federal, state and local income tax purposes, each item of income, gain, loss deduction and credit of the Partnership shall be allocated among the Partners as nearly as possible in the same manner as the corresponding item of income, expense, gain or loss is allocated pursuant to the other provisions of this Section 10, provided that the Managing Member may adjust such allocations as long as such allocations are in accordance with Sections 704(b) or Section 704(c) of the Code, have substantial economic effect or are in accordance with the interests of the partners in the partnership, in each case within the meaning of the Code and Treasury Regulations.  Notwithstanding the foregoing, the Managing Member may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the Managing Member deems reasonably necessary for this purpose.

11.Distributions. Subject to Section 1.3.3 of Exhibit A attached hereto, distributions shall be made to each Member at the times and in the aggregate amounts determined by the Managing Member.  Such distributions shall be made to each Common Member in proportion to their respective Percentage Interests, subject to any distributions required to be made to any holders of Preferred Units.  Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Sections 18-607 or 18-804 of the Act.

12.Transfer.  No Member may sell, assign, pledge or otherwise transfer or encumber (each, a “Transfer”) all or any portion of its Units without the written consent of the Managing Member, which consent may be granted or withheld in its sole and absolute discretion.  No assignee, legatee, distributee, heir or transferee (by conveyance, operation of law or otherwise) of the whole or any portion of any Member’s Units shall have any right to be a Member without the prior written consent of the Managing Member, which may be given or withheld in its sole discretion.

13.Resignation.  No Member shall have the right to resign from the Company except with the consent of the Managing Member and upon such terms and conditions as may be specifically agreed upon between the resigning Member and the Managing Member.

14.Liquidation and Dissolution.

(a)The Company will dissolve, and its affairs will be wound up, upon the first to occur of the following:  (i) the written consent of the Managing Member, (ii) at any time that there is no Member, unless the business of the Company is continued in accordance with the Act, (iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act, or (iv) under the circumstances described in Section 14(c) hereof.

(b)Notwithstanding any other provision of this Agreement, the bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of a Member shall not cause such Member to cease to be a Member, and upon the occurrence of such an event, the Company shall continue without dissolution.

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(c)Upon any Liquidation Event (as defined in Exhibit A attached hereto), the Company shall wind up its affairs, unless the business of the Company is continued pursuant to written agreement of all of the holders of Common Units.  The Company’s assets shall be sold or liquidated and the proceeds therefrom and the remaining Company assets shall be, subject to the limitations imposed by law, applied in the following order of priority:

(i)Payment of creditors in satisfaction of liabilities of the Company, other than liabilities for distributions to holders of Common Units;

(ii)To establish any reserves that the Managing Member deems reasonably necessary for contingent or unforeseen obligations of the Company, such reserves to be held until the expiration of such period as the Managing Member deems advisable;

(iii)Payment to the holders of the then-outstanding Series A Preferred Units in accordance with Section 1.4 of Exhibit A attached hereto; and

(iv)The remaining assets of the Company otherwise available for distribution to equity holders shall be distributed as further described in Section 11 hereof.

15.Amendments.  This Agreement may be amended, supplemented, waived or modified at any time and from time to time only with the consent of the Managing Member, and any such amendment, supplement, waiver or modification shall not require the consent of any other person (including any other Member); provided, however, that any modification, alteration, supplement or amendment to this Agreement that would materially and adversely affect any right or preference of the Series A Preferred Units must, before taking effect, be approved also by the affirmative consent of the holders of a majority of the Series A Preferred Units.

16.Miscellaneous.  Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

17.Authorization.  Each of Steve Vaccaro, Oliver Wriedt, Rahul Agarwal, Julian Weldon and any other person designated by the Managing Member, each acting individually, is hereby authorized and empowered as an authorized person of the Company within the meaning of the Act, or otherwise (the Managing Member hereby authorizing and ratifying any of the following actions):

(a)to execute and deliver and/or file (in the name and on behalf of the Company, and/or in the name and on behalf of any other entity in which the Company is a direct or indirect member, general partner, limited partner, stockholder or other representative (any such entity, an “Affiliate Entity”)) any agreement of the Company or of any Affiliate Entity (including, without limitation, the limited partnership agreement or limited liability company agreement of any Affiliate Entity), and any amendments, restatements and/or supplements thereof, the certificate of incorporation, certificate of formation, certificate of limited partnership or similar

7

organizational documents of any Affiliate Entity (and any amendments, restatements and/or supplements of any of the foregoing), any other certificates, notices, agreements and other documents (and any amendments, restatements and/or supplements thereof) to be filed with any government or governmental or regulatory body, including, without limitation, any such document that may be necessary for the Company or any Affiliate Entity to qualify to do business in a jurisdiction in which the Company or any Affiliate Entity desires to do business; or

(b)to prepare or cause to be prepared, and to sign, execute and deliver and/or file (in the name and on behalf of the Company and/or on the behalf of any Affiliate Entity) (A) such documents, instruments, certificates and agreements as may be necessary or desirable in furtherance of the Company’s or any Affiliate Entity’s purposes, (B) any certificates, forms, notices, applications and other documents to be filed with any government or governmental or regulatory body on behalf of the Company and/or any Affiliate Entity, (C) any certificates, forms, notices, applications and other documents that may be necessary or advisable in connection with any bank account of the Company and/or any Affiliate Entity, and all checks, notes, drafts and other documents that may be required in connection with any such bank account or any banking facilities or services that may be utilized by the Company and/or any Affiliate Entity, (D) resolutions with respect to any of the foregoing matters (which resolutions, when executed by any person authorized as provided in this Section 17(b), each acting individually, shall be deemed to have been adopted by the Managing Member, the Company or any Affiliate Entity, as applicable, for all purposes), and (E) any amendments, restatements and/or supplements of any of the foregoing.

The authority granted to any person in this Section 17 may be revoked at any time by the Managing Member by an instrument in writing signed by the Managing Member.

18.Officers.  The Managing Member may delegate its authority to act on behalf of the Company and to manage the business affairs of the Company to one or more officers of the Company appointed by the Managing Member.  The Managing Member may from time to time create offices of the Company, designate the powers that may be exercised by such office, and appoint, authorize and empower any person as an officer of the Company (“Officer”) to direct such office.  The Managing Member may remove any Officer at any time and may create, empower and appoint such other Officers of the Company as the Managing Member may deem necessary or advisable to manage the day-to-day business affairs of the Company.  To the extent delegated by the Managing Member, the Officers shall have the authority to act on behalf of, bind and execute and deliver documents in the name of and on behalf of the Company.  No such delegation shall cause the Managing Member to cease to be a Managing Member.  Except as otherwise expressly provided in this Agreement or required by any non-waivable provision of the Act or other applicable law, no person other than the Managing Member and such Officers designated by the Managing Member shall have any right, power, or authority to transact any business in the name of the Company or to act for or on behalf of or to bind the Company.

The following persons are hereby appointed to the offices set forth opposite their respective names below, and each of such persons is designated by the Managing Member as an Officer of the Company, to serve in accordance with this Agreement:

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Name	Office
Stephen J. Vaccaro	Co-President
Oliver Wriedt	Co-President
Rahul Agarwal	Chief Financial Officer
Julian Weldon	General Counsel, Chief Compliance Officer and Secretary

19.Indemnification.  To the fullest extent permitted by the Act, the Company shall indemnify any current or former director, authorized person, or officer of the Company and may, at the discretion of the Managing Member, indemnify any current or former employee or agent of the Company against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company or otherwise, to which he or she was or is a party or is threatened to be made a party by reason of his or her current or former position with the Company or by reason of the fact that he or she is or was serving, at the request of the Company, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

20.Liability of Members.

(a)No Member and no Affiliate, manager, member, employee or agent of a Member shall be liable for any debt, obligation or liability of the Company or of any other Member or have any obligation to restore any deficit balance in its capital account solely by reason of being a Member of the Company, except to the extent required by the Act.

(b)This Agreement is not intended to, and does not, create or impose any duty (including any fiduciary duty) on any of the Members (including without limitation, the Managing Member) or on their respective Affiliates.  Further, notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, the parties hereto agree that no Member or Managing Member shall, to the fullest extent permitted by law, have duties (including fiduciary duties) to any other Member or to the Company, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to the Company are only as expressly set forth in this Agreement; provided, however, that each Member shall have the duty to act in accordance with the implied contractual covenant of good faith and fair dealing.

(c)To the extent that, at law or in equity, any Member (including without limitation, the Managing Member) has duties (including fiduciary duties) and liabilities relating thereto to the Company, to another Member or to another Person who is a party to or is otherwise bound by this Agreement, the Members (including without limitation, the Managing Member) acting under this Agreement will not be liable to the Company, to any such other Member or to any such other Person who is a party to or is otherwise bound by this Agreement, for their good faith reliance on the provisions of this Agreement.  The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of any Member (including without limitation, the Managing Member) otherwise existing at law or in equity, are

9

agreed by the Members to replace to that extent such other duties and liabilities of the Members relating thereto (including without limitation, the Managing Member).

(d)Notwithstanding any other provision of this Agreement or otherwise applicable provision of law or equity, whenever in this Agreement the Managing Member is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, such Managing Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or the Members or (ii) in its “good faith” or under another expressed standard, such Managing Member shall act under such express standard and shall not be subject to any other or different standards.

21.Applicable Law.  This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware.

22.Tax Classification.  The Members intend for the Company to be treated as a partnership for U.S. federal income tax purposes, and no person shall take any action inconsistent with such intention.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the date first above written.

MANAGING MEMBER:
CIFC Holdings II LLC
By: CIFC Corp., its managing member
By:	/s/ Julian Weldon
	Name:	Julian Weldon
	Title:	Authorized Person

[Signature Page to A&R CIFC Holdings II Sub LLC Limited Liability Company Agreement]

Annex A

Common Members

Name and Address	Common Units	Percentage Interest
CIFC Holdings II LLC 250 Park Avenue, 4th Floor, New York, NY	1,000	100%

Series A Members

Name and Address	Series A Preferred Units
CIFC Holdings II LLC 250 Park Avenue, 4th Floor, New York, NY	22,000

EXHIBIT A

TERMS OF SERIES A CUMULATIVE NON-VOTING PREFERRED UNITS

1.1Designation and Number.  In addition to the Common Units, the Company is authorized to issue 200,000 Series A Preferred Units.  The Series A Preferred Units shall be uncertificated.

1.2Rank.  The Series A Preferred Units shall, with respect to distribution and redemption rights and rights upon liquidation, dissolution or winding up of the Company, rank senior to the Common Units and to all other membership interests and equity securities issued by the Company (together with the Common Units, the “Junior Securities”).  The terms “membership interests” and “equity securities” shall not include convertible debt securities unless and until such securities are converted into equity securities of the Company.

1.3Distributions.

1.3.1Each holder of the then outstanding Series A Preferred Units shall be entitled to receive, when and as authorized by the Managing Member, out of funds legally available for the payment of distributions, cumulative preferential cash distributions at a rate equal to the Distribution Rate (as defined below) plus all accumulated and unpaid distributions thereon.  Such distributions shall accrue on a daily basis and be cumulative from the first date on which any Series A Preferred Unit is issued, as set forth in the books and records of the Company (the “Original Issue Date”), and shall be payable semi-annually in arrears on or before June 30 and December 31 of each year (each a “Distribution Payment Date”); provided, however, that if any Distribution Payment Date is not a business day, then the distribution which would otherwise have been payable on such Distribution Payment Date may be paid on the preceding business day or the following business day with the same force and effect as if paid on such Distribution Payment Date.  Any distribution payable on the Series A Preferred Units for any partial distribution period will be computed on the basis of a 360-day year consisting of twelve 30-day months.  A “distribution period” shall mean, with respect to the first distribution period, the period from and including the Original Issue Date to and including the first Distribution Payment Date occurring after such Original Issue Date, and with respect to each subsequent distribution period, the period from but excluding a Distribution Payment Date to and including the next succeeding Distribution Payment Date or other date as of which accrued distributions are to be calculated.

Notwithstanding anything herein otherwise to the contrary, the holders of Series A Preferred Units may by providing notice to the Managing Member elect to waive the payment of any such cash distribution authorized by the Managing Member and otherwise payable on the Series A Preferred Units, in which event the amount included in the Liquidation Preference per unit pursuant to clause (i) of the definition thereof (initially $1,000.00 per unit) and the amount included in the Redemption Price per unit pursuant to clause (i) of the definition thereof (initially $1,000.00 per unit) shall, on the applicable Distribution Date, automatically increase by the amount of such waived cash distribution payment, and distributions shall thereafter accrue on such increased Liquidation Preference.

Distributions on the Series A Preferred Units will be payable to holders of record as they appear in the records of the Company at the close of business on the applicable record date, which shall be the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls or on such other date designated by the Managing Member for the payment of distributions that is not more than 30 nor less than 10 days prior to such Distribution Payment Date (each, a “Distribution Record Date”).

Exhibit A-1

Distributions on the Series A Preferred Units shall accrue whether or not the Company has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized or declared. Accrued but unpaid distributions on the Series A Preferred Units will accumulate as of the Distribution Payment Date on which they first become payable.

“Distribution Rate” means a percentage per annum of the Liquidation Preference per unit that shall be a market rate reflecting all relevant facts and circumstances, including, without limitation, the terms of the Series A Preferred Units and the assets and liabilities of the Company, and that shall be determined by the agreement of the Company and the Series A Members, based on advice from internal and/or external financial and/or valuation experts; provided, however, that if the Company and the Series A Members are not able to agree on such rate on or prior to March 1, 2016, then the Distribution Rate will be determined by an external valuation expert selected by the Company on or prior to March 15, 2016, and shall in any event be determined prior to the first Distribution Payment Date occurring after the Original Issue Date.

1.3.2When cash distributions are not paid in full (or a sum sufficient for such full payment is not set apart) on the Series A Preferred Units, any cash distributions declared upon the Series A Preferred Units shall be declared and paid pro rata based on the number of Series A Preferred Units then outstanding.

1.3.3.Unless full cumulative distributions on all outstanding Series A Preferred Units have been or contemporaneously are declared and paid, or otherwise waived by the holders as provided in Section 1.3.1, no distributions (other than in units of Junior Securities) shall be declared or paid or set aside for payment nor shall any other distribution be declared or made upon any Junior Securities, nor shall any Junior Securities be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such units) by the Company (except by conversion into or exchange for other units of Junior Securities).

1.3.4.Holders of the Series A Preferred Units shall not be entitled to any distribution, whether payable in cash, property or units, in excess of full cumulative distributions on the Series A Preferred Units as described above.

1.4Liquidation Preference.

1.4.1Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company (each a “Liquidation Event”), the holders of Series A Preferred Units then outstanding are entitled to be paid, out of the assets of the Company legally available for distribution to its members, a liquidation preference equal to the sum of the following (collectively, the “Liquidation Preference”): (i) $1,000.00 per unit, as such amount per unit may be increased in accordance with Section 1.3.1 and (ii) all accrued and unpaid distributions thereon through and including the date of payment, before any distribution of assets is made to holders of any Junior Securities; provided, however, that the sum of (x) amounts in excess of $1,000.00 per unit included in the Liquidation Preference pursuant to clause (i) of this Section 1.4.1 and (y) amounts included in the Liquidation Preference pursuant to clause (ii) of this Section 1.4.1 shall not exceed the income allocated to the holders of the Series A Preferred Units for the year of the liquidation and all prior years.

Exhibit A-2

1.4.2After payment of the full amount of the Liquidation Preference to which they are entitled, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Company.

1.4.3Upon the Company’s provision of notice as to the effective date of any Liquidation Event, accompanied by funds in the amount of the full Liquidation Preference to which each record holder of the Series A Preferred Units is entitled, the Series A Preferred Units shall no longer be deemed outstanding membership interests of the Company and all rights of the holders of such units will terminate.

1.4.4The consolidation or merger of the Company with or into any other business enterprise or of any other business enterprise with or into the Company, or the sale, lease or conveyance of all or substantially all of the assets or business of the Company, shall not be deemed to constitute a Liquidation Event; provided, however that any such transaction which results in an amendment, restatement or replacement of this Agreement or the certificate of formation of the Company that has a material adverse effect on the rights and preferences of the Series A Preferred Units shall be deemed a Liquidation Event for purposes of determining whether the Liquidation Preference is payable unless the right to receive payment is waived by holders of a majority of the outstanding Series A Preferred Units voting as a separate class.

1.5Redemption.

1.5.1Right of Redemption at Election of Holder. From and after the fourth anniversary following the Original Issue Date, each holder of Series A Preferred Units shall have the right to cause the Company to redeem (an “Optional Redemption”), at any time and from time to time, all or any part of the Series A Preferred Units held by such holder for cash at a redemption price per unit equal to the sum of the following (collectively, the “Redemption Price”): (i) $1,000.00 per unit, as such amount per unit may be increased in accordance with Section 1.3.1 and (ii) all accrued and unpaid distributions thereon through and including the date fixed for redemption; provided, however, that the sum of (x) amounts in excess of $1,000.00 per unit included in the Redemption Price pursuant to clause (i) of this Section 1.5.1 and (y) amounts included in the Redemption Price pursuant to clause (ii) of this Section 1.5.1 shall not exceed the income allocated to the holders of the Series A Preferred Units for the year of the redemption and all prior years.

1.5.2Mandatory Redemption. Unless earlier redeemed or retired, all of the then outstanding Series A Preferred Units shall be mandatorily redeemable by the Company on January 29, 2026 at the Redemption Price. The Company will not have an option to redeem Series A Preferred Units before the date of mandatory redemption.

1.5.3Procedures for Redemption at Election of Holder.  In order to effect an Optional Redemption, a holder shall provide written notice to the Company setting forth the number of Series A Preferred Units that such holder has elected to redeem and payment instructions for the payment of the Redemption Price.  As soon as practicable following the Company’s receipt of such notice, but in any event not later than ninety (90) days thereafter, the Company shall pay, or cause to be paid, the Redemption Price in accordance with the holder’s payment instructions (such date fixed by the Company for payment of the Redemption Price, the “Redemption Date”).

Exhibit A-3

Upon the Company’s payment of the full Redemption Price in accordance with the above procedures, the applicable Series A Preferred Units shall be redeemed and shall no longer be deemed outstanding and all rights of the holders of such units will terminate.

If a holder has provided notice of Optional Redemption of any Series A Preferred Units and if the funds necessary for such redemption have been set aside by the Company for the benefit of the holders of any Series A Preferred Units so tendered for redemption, then, from and after the Redemption Date, distributions will cease to accrue on such Series A Preferred Units, such Series A Preferred Units shall no longer be deemed outstanding and all rights of the holders of such units will terminate, except the right to receive the Redemption Price.

The deposit of funds with a bank or trust corporation for the purpose of redeeming the Series A Preferred Units shall be irrevocable except that:

(i) the Company shall be entitled to receive from such bank or trust corporation the interest or other earnings, if any, earned on any money so deposited in trust, and the holders of any units redeemed shall have no claim to such interest or other earnings; and

(ii) any balance of monies so deposited by the Company and unclaimed by the holders of the Series A Preferred Units entitled thereto at the expiration of two years from the applicable redemption dates shall be repaid, together with any interest or other earnings thereon, to the Company, and after any such repayment, the holders of the units entitled to the funds so repaid to the Company shall look only to the Company for payment of the Redemption Price without interest or other earnings.

1.5.5Status of Redeemed Units.  Any Series A Preferred Units that shall at any time have been redeemed or otherwise acquired by the Company shall, after such redemption or acquisition, have the status of authorized but unissued Series A Preferred Units which may be issued by the Managing Member from time to time at its discretion.

1.6Voting Rights.  Except as provided in this Section, the holders of the Series A Preferred Units shall not be entitled to vote, approve or otherwise consent to any action or on any matter submitted to the members of the Company for a vote or arising under the Act, including, without limitation, the merger, consolidation or conversion of the Company.  Notwithstanding the foregoing, the consent of the holders of a majority of the outstanding Series A Preferred Units, voting as a separate class, shall be required for (a) authorization or issuance of any membership interest or equity security of the Company with any rights that are senior to or have parity with the Series A Preferred Units, (b) any amendment to this Agreement or the Company’s certificate of formation which has a material adverse effect on the rights and preferences of the Series A Preferred Units or which increases the number of authorized or issued Series A Preferred Units, or (c) any reclassification of the Series A Preferred Units.

1.7Limitation of Liability.  Except to the extent required by applicable law, no holder of Series A Preferred Units shall be bound by, or be personally liable for, the expenses, liabilities or obligations of the Company in excess of his or her initial capital contribution made in exchange for the Series A Preferred Units.

Exhibit A-4

EX-3.30

Exhibit 3.30

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:16 AM 01/05/2012

FILED 11:01 AM 01/05/2012

SRV 120013671 - 5091049 FILE

CERTIFICATE OF FORMATION

OF

CIFC INVESTMENT HOLDINGS LLC

FIRST:The name of the limited liability company is CIFC Investment Holdings LLC (the “Company”).

SECOND:The address of the Company’s registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at that address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of CIFC Investment Holdings LLC this 4 day of January, 2012.

CIFC INVESTMENT HOLDINGS LLC

/s/ Robert C. Milton III

Name: Robert C. Milton III

Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:13 PM 09/30/2015

FILED 12:14 PM 09/30/2015

SR 20150322558 - File Number 5091049

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF FORMATION

of

CIFC Investment Holdings LLC

The undersigned, desiring to amend the Certificate of Formation of CIFC Investment Holdings LLC (the “Company”) pursuant to the provisions of Section 18-202 of the Limited Liability Company Act of the State of Delaware, does hereby certify as follows:

FIRST:The name of the Company is CIFC Investment Holdings LLC.

SECOND:The Certificate of Formation of the Company (the “Certificate of Formation”) was filed with the Secretary of State of the State of Delaware on January 5, 2012.

THIRD:The Certificate of Formation shall be amended by deleting paragraph 1 in its entirety and substituting in lieu thereof a new paragraph I to read as follows.

“FIRST:The name of the limited liability company formed hereby is CIFC Holdings III LLC (the “Company”).”

FOURTH:This amendment to the Certificate of Formation shall be effective on and as of the date of filing of this Certificate of Amendment with the office of the Secretary of State.

FIFTH:Except as expressly amended hereby, all other terms of the Certificate of Formation shall remain in full force and effect.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned, as sole member of the Company has duly executed this Certificate of Amendment as of September 29, 2015.

CIFC Corp.
By:	/s/ Julian Weldon
Name:	Julian Weldon
Title:	General Counsel

[Signature Page to Certificate of Amendment to Certificate of Limited Partnership]

EX-3.31

Exhibit 3.31

FIFTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

CIFC HOLDINGS III LLC

This Fifth Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of CIFC Holdings III LLC (f/k/a CIFC Investment Holdings LLC), a Delaware limited liability company (the “Company”), is entered into as of November 1, 2015, by and among CIFC Corp., a Delaware corporation (the “Managing Member”) and CIFC Holdings III Member LLC, a Delaware limited liability company (the “Non-Managing Member”), and such other persons that are admitted to the Company as members of the Company after the date hereof in accordance herewith (each in its capacity as a member of the Company, a “Member” and collectively, the “Members”).

WHEREAS, the Company was formed as a Delaware limited liability company pursuant to a Certificate of Formation filed with the Secretary of State of Delaware on January 5, 2012, which was amended by Amendment No. 1 to the Certificate of Formation filed with the Secretary of State of Delaware on September 30, 2015 to change the name of the Company from CIFC Investment Holdings LLC to CIFC Holdings III LLC, and is currently governed pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of the Company, dated as of August 7, 2015 (the “Existing Agreement”), by CIFC Corp., as sole member and holder of 100% of the limited liability company interests in the Company;

WHEREAS, substantially concurrently with the execution and delivery of this Agreement, pursuant to that certain Contribution Agreement, dated as of November 1, 2015 by and among the Managing Member, the Non-Managing Member and the other parties thereto, the Managing Member has contributed to the Non-Managing Member, and the Non-Managing Member has accepted, limited liability company interests in the Company representing a 1% Sharing Percentage (as defined below), and the Non-Managing Member has been admitted as a member of the Company; and

WHEREAS, this Agreement amends and restates in its entirety the Existing Agreement and the Members desire to enter into this Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, the parties hereto, by their execution of this Agreement, hereby agree as follows:

1.             Name. The name of the Company shall be CIFC Holdings III LLC or such other name as the Managing Member may from time to time hereafter designate.

2.             Definitions. Capitalized terms not otherwise defined herein shall have the meanings set forth therefor in Section 18-101 of the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), as amended from time to time (the “Act”).

3.             Purpose. The Company is formed for the purpose of engaging in any lawful business permitted by the Act or the laws of any jurisdiction in which the Company may do business. The Company shall have the power to engage in all activities and transactions that the Managing Member deems necessary or advisable in connection with the foregoing.

4.             Offices.

(a)           The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as the Managing Member may designate from time to time.

(b)           The registered office of the Company in the State of Delaware shall be located at c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The Managing Member may from time to time change the registered agent or office by an amendment to the Certificate (as defined below).

5.             Members.

(a)           The name and percentage of limited liability company interests in the Company (each a “Sharing Percentage”) of each Member of the Company as of the date hereof is as set forth on Schedule A attached hereto.

(b)           Each Member is hereby designated as an authorized person of the Company, within the meaning of the Act, to execute, deliver and file the certificate of formation of the Company with the Secretary of State of the State of Delaware (and any amendments and/or restatements to the certificate of formation of the Company) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. The execution by one Member of any of the foregoing certificates (and any amendments and/or restatements thereof) shall be sufficient.

(c)           The books and records of the Company shall be amended by the Managing Member from time to time to reflect changes to the Sharing Percentages, the admission and resignation of Members and the transfer or assignment of interests in the Company pursuant to the terms of this Agreement.

(d)           The Managing Member shall be permitted to admit new Members and approve the resignation of existing Members on any terms as it may determine in its sole discretion. At the time of admission of each additional Member, the Managing Member shall determine in its sole discretion the Sharing Percentage of such Member and shall appropriately modify in its sole discretion the Sharing Percentages of the other Members.

6.             Term. The term of the Company commenced on the date of filing of the certificate of formation of the Company (the “Certificate”) in accordance with the Act and shall

2

continue until dissolved and its affairs are wound up in accordance with Section 13 of this Agreement.

7.             Management. The business and affairs of the Company shall be managed by the Managing Member. Except as otherwise provided herein, the Managing Member shall have the power to manage the business and affairs of the Company, and the Managing Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members or managers under the laws of the State of Delaware. Any action to be taken by the Company may be taken by the Managing Member. Notwithstanding any other provision of this Agreement, the Managing Member is authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person or entity.

8.             Capital Contributions and Maintenance of Capital Accounts. No Member shall be required to make additional capital contributions to the Company without the consent of such Member or be permitted to make additional capital contributions to the Company without the consent of the Managing Member. The Managing Member shall establish and maintain a capital account for each Member in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv).

9.             Allocations and Distributions. Profits and losses of the Company shall be allocated among the Members in accordance with their respective Sharing Percentages. Notwithstanding the foregoing, the allocation of profits and losses pursuant to this Section 9 is intended to comply with the “alternate test for economic effect” under Treasury Regulations Section 1.704-1(b)(2)(ii)(d), and profits and losses shall be allocated among the Members only to the extent that such allocations would not violate such rules. Consistent with the preceding sentence, the “qualified income offset” provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) (flush language) and the applicable provisions of Treasury Regulations Section 1.704-2 are hereby incorporated into this Agreement by this reference. The Company may make distributions of available cash (subject to reserves and other adjustments as provided herein) or other property to Members at such times and in such amounts as are determined by the Managing Member in its sole discretion. Distributions of cash or other property shall be made among the Members in accordance with their respective Sharing Percentages, except as provided in Section 13 below. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to a Member on account of its interest in the Company if such distribution would violate the Act or other applicable law.

10.          Allocations in Respect of Nonqualifying Income. Notwithstanding anything otherwise to the contrary herein (other than the second and third sentences of Section 9, above), for each fiscal year, any item of income or gain that the Managing Member determines is not, or likely is not, or with respect to which there is a “determination” within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as amended (the “Code”) that such item is not, “qualifying income” within the meaning of Section 7704(d) of the Code shall be allocated to the Non-Managing Member. To the extent that income or gain is allocated pursuant to the preceding sentence in a fiscal year, items of gain (subject to the preceding sentence) and of loss shall, in subsequent fiscal years, be allocated among the Members to cause the respective Sharing Percentages of the Managing Member and the Non-Managing Member to equal 99%

3

and 1%, respectively, or such other percentages as may be determined by the Managing Member in its sole discretion in accordance with Section 5 of this Agreement.

11.          Assignment. No Member may sell, assign, pledge or otherwise transfer or encumber (collectively, a “Transfer”) all or any portion of its Sharing Percentage or limited liability company interests without the written consent of the Managing Member, which consent may be granted or withheld in its sole and absolute discretion. No assignee, legatee, distributee, heir or transferee (by conveyance, operation of law or otherwise) of the whole or any portion of any Member’s Sharing Percentage or limited liability company interests shall have any right to be a Member without the prior written consent of the Managing Member, which may be given or withheld in its sole discretion.

12.          Resignation. No Member shall have the right to resign from the Company except with the consent of the Managing Member and upon such terms and conditions as may be specifically agreed upon between the resigning Member and the Managing Member.

13.          Dissolution.

(a)           The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the determination of the Managing Member to dissolve the Company; (ii) the time at which there are no Members; provided, that the Company shall not be dissolved and shall not be required to be wound up if a New Member (as defined below) is admitted to the Company, in the manner provided herein, effective as of the occurrence of the event that terminated the continued membership of the last remaining Member (the “Terminating Event”), within 90 days after the occurrence of the Terminating Event, pursuant to Section 13(b) hereof, or (iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act. Upon liquidation of the Company (or any Member’s interest in the Company), the assets of the Company shall be distributed to the Members in accordance with the positive balances of the Members’ capital accounts, as determined after taking into account all capital account adjustments for the fiscal year of the Company during which such liquidation occurs.

(b)           A Member (the “New Member”) may be admitted to the Company effective as of the occurrence of a Terminating Event, and such New Member shall be so admitted if the New Member shall execute an instrument in writing, either before or after the Terminating Event, stating that the New Member shall be so admitted, and the New Member agrees in writing to become a party to, and bound by, this Agreement, as amended, supplemented or otherwise modified.

14.          Amendments. This Agreement may be amended, supplemented, waived or modified at any time and from time to time only with the consent of the Managing Member, and any such amendment, supplement, waiver or modification shall not require the consent of any other person (including any other Member).

15.          Miscellaneous. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated

4

personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

16.          Authorization. Each of Steve Vaccaro, Oliver Wriedt, Rahul Agarwal, and Julian Weldon and any other person designated by the Managing Member, each acting individually, is hereby authorized and empowered as an authorized person of the Company within the meaning of the Act, or otherwise (the Managing Member hereby authorizing and ratifying any of the following actions):

(a)           to execute and deliver and/or file (in the name and on behalf of the Company, and/or in the name and on behalf of any other entity in which the Company is a direct or indirect member, general partner, limited partner, stockholder or other representative (any such entity, an “Affiliate Entity”)) any agreement of the Company or of any Affiliate Entity (including, without limitation, the limited partnership agreement or limited liability company agreement of any Affiliate Entity), and any amendments, restatements and/or supplements thereof, the certificate of incorporation, certificate of formation, certificate of limited partnership or similar organizational documents of any Affiliate Entity (and any amendments, restatements and/or supplements of any of the foregoing), any other certificates, notices, agreements and other documents (and any amendments, restatements and/or supplements thereof) to be filed with any government or governmental or regulatory body, including, without limitation, any such document that may be necessary for the Company or any Affiliate Entity to qualify to do business in a jurisdiction in which the Company or any Affiliate Entity desires to do business; or

(b)           to prepare or cause to be prepared, and to sign, execute and deliver and/or file (in the name and on behalf of the Company and/or on the behalf of any Affiliate Entity) (A) such documents, instruments, certificates and agreements as may be necessary or desirable in furtherance of the Company’s or any Affiliate Entity’s purposes, (B) any certificates, forms, notices, applications and other documents to be filed with any government or governmental or regulatory body on behalf of the Company and/or any Affiliate Entity, (C) any certificates, forms, notices, applications and other documents that may be necessary or advisable in connection with any bank account of the Company and/or any Affiliate Entity, and all checks, notes, drafts and other documents that may be required in connection with any such bank account or any banking facilities or services that may be utilized by the Company and/or any Affiliate Entity, (D) resolutions with respect to any of the foregoing matters (which resolutions, when executed by any person authorized as provided in this Section 16(b), each acting individually, shall be deemed to have been adopted by the Managing Member, the Company or any Affiliate Entity, as applicable, for all purposes), and (E) any amendments, restatements and/or supplements of any of the foregoing.

The authority granted to any person in this Section 16 may be revoked at any time by the Managing Member by an instrument in writing signed by the Managing Member.

17.          Officers. The Managing Member may delegate its authority to act on behalf of the Company and to manage the business affairs of the Company to one or more officers of the Company appointed by the Managing Member. The Managing Member may from time to time create offices of the Company, designate the powers that may be exercised by such office, and appoint, authorize and empower any person as an officer of the Company (“Officer”)

5

to direct such office. The Managing Member may remove any Officer at any time and may create, empower and appoint such other Officers of the Company as the Managing Member may deem necessary or advisable to manage the day-to-day business affairs of the Company. To the extent delegated by the Managing Member, the Officers shall have the authority to act on behalf of, bind and execute and deliver documents in the name of and on behalf of the Company. No such delegation shall cause the Managing Member to cease to be a Managing Member. Except as otherwise expressly provided in this Agreement or required by any non-waivable provision of the Act or other applicable law, no person other than the Managing Member and such Officers designated by the Managing Member shall have any right, power, or authority to transact any business in the name of the Company or to act for or on behalf of or to bind the Company.

The following persons are hereby appointed to the offices set forth opposite their respective names below, and each of such persons is designated by the Managing Member as an Officer of the Company, to serve in accordance with this Agreement:

Name	Office
Stephen J. Vaccaro	Co-President
Oliver Wriedt	Co-President
Rahul Agarwal	Chief Financial Officer
Julian Weldon	General Counsel, Chief Compliance Officer and Secretary

18.          Indemnification. To the fullest extent permitted by the Act, the Company shall indemnify any current or former director, authorized person, or officer of the Company and may, at the discretion of the Managing Member, indemnify any current or former employee or agent of the Company against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company or otherwise, to which he or she was or is a party or is threatened to be made a party by reason of his or her current or former position with the Company or by reason of the fact that he or she is or was serving, at the request of the Company, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

19.          Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware.

20.          Tax Classification. The Members intend for the Company to be treated as a partnership for U.S. federal income tax purposes, and no election to the contrary shall be made.

[Remainder of Page Intentionally Left Blank]

6

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the date first above written.

MANAGING MEMBER
CIFC Corp.
By:	/s/ Julian Weldon
	Name:   Julian Weldon
	Title:     Authorized Person
NON-MANAGING MEMBER:
CIFC Holdings III Member LLC
By:	CIFC Corp., its sole member
By:	/s/ Julian Weldon
	Name:  Julian Weldon
	Title:    Authorized Person

[Signature Page to A&R CIFC Holdings III LLC Limited Liability Company Agreement]

SCHEDULE A

Member	Sharing Percentage
Name & Address CIFC Corp. 250 Park Avenue, 4th Floor New York, NY	99.0	%
Name & Address CIFC Holdings III Member LLC 250 Park Avenue, 4th Floor New York, New NY	1.0	%

EX-3.32

Exhibit 3.32

CERTIFICATE OF FORMATION

OF

CIFC HOLDINGS III SUB LLC

Dated as of December 16, 2015

This Certificate of Formation of CIFC Holdings III Sub LLC is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq. (the “Act”).

1.  Name.  The name of the limited liability company formed hereby is CIFC Holdings III Sub LLC (the “Company”).

2.  Registered Office.  The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

3.  Registered Agent.  The name and address of the registered agent of the Company is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of CIFC Holdings III Sub LLC as of the date first above written.

By:	/s/ Nickolas Milonas
	Name:	Nickolas Milonas
	Title:	Authorized Person

EX-3.33

Exhibit 3.33

Execution Version

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

of

CIFC HOLDINGS III SUB LLC

This Amended and Restated Limited Liability Company Agreement (together with the exhibits and annexes attached hereto, this “Agreement”) of CIFC Holdings III Sub LLC, a Delaware limited liability company (the “Company”), is entered into on December 31, 2015, by and among CIFC Holdings III LLC, a Delaware limited liability company (in such capacity, the “Managing Member”), the persons heretofore and hereafter admitted to the Company and identified as “Common Members” on Annex A attached hereto, as it may be amended from time to time (the “Common Members”), the persons heretofore and hereafter admitted to the Company and identified as “Series A Members” on Annex A attached hereto, as it may be amended from time to time (the “Series A Members”).  The Common Members, the Series A Members and such other persons that are admitted to the Company as members of the Company after the date hereof in accordance herewith are collectively referred to as the “Members.”

WHEREAS, the Company was formed as a Delaware limited liability company pursuant to a Certificate of Formation filed with the Secretary of State of Delaware on December 16, 2015, and is currently governed pursuant to the Limited Liability Company Agreement of the Company, dated as of December 16, 2015 (the “Existing Agreement”), by CIFC Holdings III LLC, as sole member; and

WHEREAS, this Agreement amends and restates in its entirety the Existing Agreement and the Members desire to enter into this Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, the parties hereto, by their execution of this Agreement, hereby agree as follows:

1.Name.  The name of the Company shall be CIFC Holdings III Sub LLC or such other name as the Managing Member may from time to time hereafter designate.

2.Definitions.  Capitalized terms not otherwise defined herein shall have the meanings set forth therefor in Section 18-101 of the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), as amended from time to time (the “Act”).

“Affiliate” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

“Certificate” has the meaning ascribed thereto in Section 7 hereof.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any subsequent federal law of similar import, and, to the extent applicable, any Treasury Regulations.

“Common Units” means the limited liability company interests in the Company designated as such with the rights, powers and duties set forth herein and expressed in the number set forth on Annex A, as such annex may be amended from time to time.

“Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

“Percentage Interest” means, as to each Member, its interest in the Company as determined by dividing the number of Common Units owned by such Member by the total number of Common Units then issued and outstanding and as set forth on Annex A, as such annex may be amended from time to time.  For the avoidance of doubt, Members holding Series A Preferred Units shall not have a Percentage Interest in respect of their Series A Preferred Units.

“Person” means any individual, estate, corporation, partnership, limited partnership, limited liability company, limited company, joint venture, trust, unincorporated or governmental organization or any agency or political subdivision thereof.

“Preferred Units” has the meaning ascribed thereto in Section 6(b) hereof.

“Series A Preferred Units” has the meaning ascribed thereto in Section 6(c) hereof.  For avoidance of doubt, the Series A Preferred Units shall not constitute a “series” within the meaning of Section 18-215 of the Act.

“Treasury Regulations” means the federal income tax regulations, including any temporary or proposed regulations, promulgated under the Code, as such Treasury Regulations may be amended from time to time (it being understood that all references herein to specific sections of the Treasury Regulations shall be deemed also to refer to any corresponding provisions of succeeding Treasury Regulations).

“Units” means the Common Units and the Preferred Units, and any other class of limited liability company interest in the Company.

3.Purpose.  The Company is formed for the purpose of engaging in any lawful business permitted by the Act or the laws of any jurisdiction in which the Company may do business.  The Company shall have the power to engage in all activities and transactions that the Managing Member deems necessary or advisable in connection with the foregoing.

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4.Offices.

(a)The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as the Managing Member may designate from time to time.

(b)The registered office of the Company in the State of Delaware shall be located at c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.  The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.  The Managing Member may from time to time change the registered agent or office by an amendment to the Certificate.

5.Members.

(a)The name and address, number of Units and respective Percentage Interest of each Member of the Company is as set forth on Annex A attached hereto.

(b)The Managing Member is hereby designated as an authorized person of the Company, within the meaning of the Act, to execute, deliver and file the certificate of formation of the Company with the Secretary of State of the State of Delaware (and any amendments, corrections and/or restatements to the certificate of formation of the Company) and any other certificates (and any amendments, corrections and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.  The execution by the Managing Member of any of the foregoing certificates (and any amendments, corrections and/or restatements thereof) shall be sufficient.

(c)The books and records of the Company shall be amended by the Managing Member from time to time to reflect changes to the number of Units and Percentage Interest of any Member, the admission and resignation of Members and the transfer or assignment of Units in the Company pursuant to the terms of this Agreement.

(d)The Managing Member shall be permitted to admit new Members and approve the resignation of existing Members on any terms as it may determine in its sole discretion.  At the time of admission of each additional Common Member, the Managing Member shall determine in its sole discretion the Percentage Interest of such Common Member and shall appropriately modify in its sole discretion the Percentage Interest of the other Common Members.

6.Interests in the Company.

(a)Common Units.  The Company is authorized to issue an unlimited number of Common Units.  Each Common Unit shall have the rights and be governed by the provisions set forth in this Agreement; and none of such Common Units shall have any preemptive rights or give the holders thereof any cumulative voting rights.  Common Units shall be evidenced by entries on Annex A. Certificates representing Common Units shall not be issued; provided,

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however, that the Managing Member may provide that some or all of the Common Units shall be certificated.

(b)Other Interests in the Company.  The Managing Member may cause the Company to issue additional Units (in addition to Common Units) in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as the Managing Member may determine, including rights, powers and duties senior to the Common Units, including, without limitation, with respect to the rights of the Units to share in Company distributions (collectively “Preferred Units”).  Preferred Units may include rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase such additional interests in the Company.  If the Managing Member determines that it is necessary or desirable to amend this Agreement or make any filings under the Act or otherwise in order to reference the existence or creation of a class or series of additional interests in the Company, the Managing Member may amend this Agreement or cause such filings to be made (which filings might take the form of amendments to the Company’s certificate of formation).

(c)Series A Preferred Units. In addition to the Common Units, the Company is authorized to issue up to 200,000 Preferred Units, designated as Series A Cumulative Non-Voting Preferred Units, having the rights, preferences, powers and limitations described in this Agreement including without limitation those described in Exhibit A attached hereto (the “Series A Preferred Units”).  In the event of any conflict between the terms of the Series A Preferred Units in Exhibit A attached hereto and any other provision in this Agreement, the terms contained in Exhibit A attached hereto shall control.  The Series A Preferred Units shall rank senior to the Common Units with respect to certain rights as more particularly described in this Agreement, including Exhibit A attached hereto.

7.Term.  The term of the Company commenced on the date of filing of the certificate of formation of the Company (the “Certificate”) in accordance with the Act and shall continue until dissolved and its affairs are wound up in accordance with Section 14 of this Agreement.

8.Management.

(a)The business and affairs of the Company shall be managed by the Managing Member.  Except as otherwise provided herein, the Managing Member shall have the power to manage the business and affairs of the Company, and the Managing Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members or managers under the laws of the State of Delaware.  Any action to be taken by the Company may be taken by the Managing Member.  Notwithstanding any other provision of this Agreement, the Managing Member is authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person or entity.

(b)No Member (other than the Managing Member), in its capacity as such, shall participate in or have any control over the business of the Company.  Except as expressly provided herein, the Units do not confer any rights upon the Members to participate in the affairs

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of the Company described in this Agreement.  Except as expressly provided herein, no Member (other than the Managing Member) shall have any right to vote on any matter involving the Company, including with respect to any merger, consolidation, combination or conversion of the Company, or any other matter that a Member might otherwise have the ability to vote on or consent with respect to under the Act, at law, in equity or otherwise.  The conduct, control and management of the Company shall be vested exclusively in the Managing Member.  In all matters relating to or arising out of the conduct of the operation of the Company, the decision of the Managing Member shall be the decision of the Company.  The Managing Member shall be the “tax matters partner” of the Company within the meaning of Section 6223(a) of the Code and shall have the authority to act as (or appoint) the “partnership representative” within the meaning of Section 6223(a) of the Code.  Except as required or permitted by law, or expressly provided in the penultimate sentence of this Section 8(b) or by separate agreement with the Company, no Member who is not also the Managing Member (and acting in such capacity) shall take any part in the management or control of the operation or business of the Company in its capacity as a Member, nor shall any Member who is not also the Managing Member (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Company in his or its capacity as a Member in any respect or assume any obligation or responsibility of the Company or of any other Member.  Notwithstanding the foregoing, the Company may from time to time appoint one or more Members as officers or employ one or more Members as employees, and such Members, in their capacity as officers or employees of the Company (and not, for clarity, in their capacity as Members of the Company), may take part in the control and management of the business of the Company to the extent such authority and power to act for or on behalf of the Company has been delegated to them by the Managing Member.  For the avoidance of doubt, no Series A Member has authority to bind the Company.

9.Capital Contributions and Maintenance of Capital Accounts.  No Member shall be required to make additional capital contributions to the Company without the consent of such Member or be permitted to make additional capital contributions to the Company without the consent of the Managing Member. The Managing Member shall establish and maintain a capital account for each Member in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv).

10.Allocations.

(a)Except as otherwise provided herein, each item of income, gain, loss or deduction of the Company (determined in accordance with U.S. tax principles as applied to the maintenance of capital accounts) with respect to each taxable year shall be allocated among the capital accounts of the Members, as of the end of such taxable year, in a manner that as closely as possible gives economic effect to the provisions of Sections 11 and 14.  This Section 10(a) shall be deemed to contain “minimum gain chargebacks” within the meaning of Treasury Regulations Section 1.704-2(b)(2) and 1.704-2(i) and a “qualified income offset” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), and shall be interpreted consistently therewith.  Notwithstanding the foregoing, the Managing Member may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the Managing Member deems reasonably necessary for this purpose.

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(b)For U.S. federal, state and local income tax purposes, each item of income, gain, loss deduction and credit of the Partnership shall be allocated among the Partners as nearly as possible in the same manner as the corresponding item of income, expense, gain or loss is allocated pursuant to the other provisions of this Section 10, provided that the Managing Member may adjust such allocations as long as such allocations are in accordance with Sections 704(b) or Section 704(c) of the Code, have substantial economic effect or are in accordance with the interests of the partners in the partnership, in each case within the meaning of the Code and Treasury Regulations.  Notwithstanding the foregoing, the Managing Member may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the Managing Member deems reasonably necessary for this purpose.

11.Distributions. Subject to Section 1.3.3 of Exhibit A attached hereto, distributions shall be made to each Member at the times and in the aggregate amounts determined by the Managing Member.  Such distributions shall be made to each Common Member in proportion to their respective Percentage Interests, subject to any distributions required to be made to any holders of Preferred Units.  Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Sections 18-607 or 18-804 of the Act.

12.Transfer.  No Member may sell, assign, pledge or otherwise transfer or encumber (each, a “Transfer”) all or any portion of its Units without the written consent of the Managing Member, which consent may be granted or withheld in its sole and absolute discretion.  No assignee, legatee, distributee, heir or transferee (by conveyance, operation of law or otherwise) of the whole or any portion of any Member’s Units shall have any right to be a Member without the prior written consent of the Managing Member, which may be given or withheld in its sole discretion.

13.Resignation.  No Member shall have the right to resign from the Company except with the consent of the Managing Member and upon such terms and conditions as may be specifically agreed upon between the resigning Member and the Managing Member.

14.Liquidation and Dissolution.

(a)The Company will dissolve, and its affairs will be wound up, upon the first to occur of the following:  (i) the written consent of the Managing Member, (ii) at any time that there is no Member, unless the business of the Company is continued in accordance with the Act, (iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act, or (iv) under the circumstances described in Section 14(c) hereof.

(b)Notwithstanding any other provision of this Agreement, the bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of a Member shall not cause such Member to cease to be a Member, and upon the occurrence of such an event, the Company shall continue without dissolution.

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(c)Upon any Liquidation Event (as defined in Exhibit A attached hereto), the Company shall wind up its affairs, unless the business of the Company is continued pursuant to written agreement of all of the holders of Common Units.  The Company’s assets shall be sold or liquidated and the proceeds therefrom and the remaining Company assets shall be, subject to the limitations imposed by law, applied in the following order of priority:

(i)Payment of creditors in satisfaction of liabilities of the Company, other than liabilities for distributions to holders of Common Units;

(ii)To establish any reserves that the Managing Member deems reasonably necessary for contingent or unforeseen obligations of the Company, such reserves to be held until the expiration of such period as the Managing Member deems advisable;

(iii)Payment to the holders of the then-outstanding Series A Preferred Units in accordance with Section 1.4 of Exhibit A attached hereto; and

(iv)The remaining assets of the Company otherwise available for distribution to equity holders shall be distributed as further described in Section 11 hereof.

15.Amendments.  This Agreement may be amended, supplemented, waived or modified at any time and from time to time only with the consent of the Managing Member, and any such amendment, supplement, waiver or modification shall not require the consent of any other person (including any other Member); provided, however, that any modification, alteration, supplement or amendment to this Agreement that would materially and adversely affect any right or preference of the Series A Preferred Units must, before taking effect, be approved also by the affirmative consent of the holders of a majority of the Series A Preferred Units.

16.Miscellaneous.  Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

17.Authorization.  Each of Steve Vaccaro, Oliver Wriedt, Rahul Agarwal, Julian Weldon and any other person designated by the Managing Member, each acting individually, is hereby authorized and empowered as an authorized person of the Company within the meaning of the Act, or otherwise (the Managing Member hereby authorizing and ratifying any of the following actions):

(a)to execute and deliver and/or file (in the name and on behalf of the Company, and/or in the name and on behalf of any other entity in which the Company is a direct or indirect member, general partner, limited partner, stockholder or other representative (any such entity, an “Affiliate Entity”)) any agreement of the Company or of any Affiliate Entity (including, without limitation, the limited partnership agreement or limited liability company agreement of any Affiliate Entity), and any amendments, restatements and/or supplements thereof, the certificate of incorporation, certificate of formation, certificate of limited partnership or similar

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organizational documents of any Affiliate Entity (and any amendments, restatements and/or supplements of any of the foregoing), any other certificates, notices, agreements and other documents (and any amendments, restatements and/or supplements thereof) to be filed with any government or governmental or regulatory body, including, without limitation, any such document that may be necessary for the Company or any Affiliate Entity to qualify to do business in a jurisdiction in which the Company or any Affiliate Entity desires to do business; or

(b)to prepare or cause to be prepared, and to sign, execute and deliver and/or file (in the name and on behalf of the Company and/or on the behalf of any Affiliate Entity) (A) such documents, instruments, certificates and agreements as may be necessary or desirable in furtherance of the Company’s or any Affiliate Entity’s purposes, (B) any certificates, forms, notices, applications and other documents to be filed with any government or governmental or regulatory body on behalf of the Company and/or any Affiliate Entity, (C) any certificates, forms, notices, applications and other documents that may be necessary or advisable in connection with any bank account of the Company and/or any Affiliate Entity, and all checks, notes, drafts and other documents that may be required in connection with any such bank account or any banking facilities or services that may be utilized by the Company and/or any Affiliate Entity, (D) resolutions with respect to any of the foregoing matters (which resolutions, when executed by any person authorized as provided in this Section 17(b), each acting individually, shall be deemed to have been adopted by the Managing Member, the Company or any Affiliate Entity, as applicable, for all purposes), and (E) any amendments, restatements and/or supplements of any of the foregoing.

The authority granted to any person in this Section 17 may be revoked at any time by the Managing Member by an instrument in writing signed by the Managing Member.

18.Officers.  The Managing Member may delegate its authority to act on behalf of the Company and to manage the business affairs of the Company to one or more officers of the Company appointed by the Managing Member.  The Managing Member may from time to time create offices of the Company, designate the powers that may be exercised by such office, and appoint, authorize and empower any person as an officer of the Company (“Officer”) to direct such office.  The Managing Member may remove any Officer at any time and may create, empower and appoint such other Officers of the Company as the Managing Member may deem necessary or advisable to manage the day-to-day business affairs of the Company.  To the extent delegated by the Managing Member, the Officers shall have the authority to act on behalf of, bind and execute and deliver documents in the name of and on behalf of the Company.  No such delegation shall cause the Managing Member to cease to be a Managing Member.  Except as otherwise expressly provided in this Agreement or required by any non-waivable provision of the Act or other applicable law, no person other than the Managing Member and such Officers designated by the Managing Member shall have any right, power, or authority to transact any business in the name of the Company or to act for or on behalf of or to bind the Company.

The following persons are hereby appointed to the offices set forth opposite their respective names below, and each of such persons is designated by the Managing Member as an Officer of the Company, to serve in accordance with this Agreement:

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Name	Office
Stephen J. Vaccaro	Co-President
Oliver Wriedt	Co-President
Rahul Agarwal	Chief Financial Officer
Julian Weldon	General Counsel, Chief Compliance Officer and Secretary

19.Indemnification.  To the fullest extent permitted by the Act, the Company shall indemnify any current or former director, authorized person, or officer of the Company and may, at the discretion of the Managing Member, indemnify any current or former employee or agent of the Company against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company or otherwise, to which he or she was or is a party or is threatened to be made a party by reason of his or her current or former position with the Company or by reason of the fact that he or she is or was serving, at the request of the Company, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

20.Liability of Members.

(a)No Member and no Affiliate, manager, member, employee or agent of a Member shall be liable for any debt, obligation or liability of the Company or of any other Member or have any obligation to restore any deficit balance in its capital account solely by reason of being a Member of the Company, except to the extent required by the Act.

(b)This Agreement is not intended to, and does not, create or impose any duty (including any fiduciary duty) on any of the Members (including without limitation, the Managing Member) or on their respective Affiliates.  Further, notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, the parties hereto agree that no Member or Managing Member shall, to the fullest extent permitted by law, have duties (including fiduciary duties) to any other Member or to the Company, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to the Company are only as expressly set forth in this Agreement; provided, however, that each Member shall have the duty to act in accordance with the implied contractual covenant of good faith and fair dealing.

(c)To the extent that, at law or in equity, any Member (including without limitation, the Managing Member) has duties (including fiduciary duties) and liabilities relating thereto to the Company, to another Member or to another Person who is a party to or is otherwise bound by this Agreement, the Members (including without limitation, the Managing Member) acting under this Agreement will not be liable to the Company, to any such other Member or to any such other Person who is a party to or is otherwise bound by this Agreement, for their good faith reliance on the provisions of this Agreement.  The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of any Member (including without limitation, the Managing Member) otherwise existing at law or in equity, are

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agreed by the Members to replace to that extent such other duties and liabilities of the Members relating thereto (including without limitation, the Managing Member).

(d)Notwithstanding any other provision of this Agreement or otherwise applicable provision of law or equity, whenever in this Agreement the Managing Member is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, such Managing Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or the Members or (ii) in its “good faith” or under another expressed standard, such Managing Member shall act under such express standard and shall not be subject to any other or different standards.

21.Applicable Law.  This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware.

22.Tax Classification.  The Members intend for the Company to be treated as a partnership for U.S. federal income tax purposes, and no person shall take any action inconsistent with such intention.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the date first above written.

MANAGING MEMBER:
CIFC Holdings III LLC
By: CIFC Corp., its managing member
By:	/s/ Julian Weldon
	Name:	Julian Weldon
	Title:	Authorized Person

[Signature Page to A&R CIFC Holdings III Sub LLC Limited Liability Company Agreement]

Annex A

Common Members

Name and Address	Common Units	Percentage Interest
CIFC Holdings III LLC 250 Park Avenue, 4th Floor, New York, NY	1,000	100%

Series A Members

Name and Address	Series A Preferred Units
CIFC Holdings III LLC 250 Park Avenue, 4th Floor, New York, NY	63,000

EXHIBIT A

TERMS OF SERIES A CUMULATIVE NON-VOTING PREFERRED UNITS

1.1Designation and Number.  In addition to the Common Units, the Company is authorized to issue 200,000 Series A Preferred Units.  The Series A Preferred Units shall be uncertificated.

1.2Rank.  The Series A Preferred Units shall, with respect to distribution and redemption rights and rights upon liquidation, dissolution or winding up of the Company, rank senior to the Common Units and to all other membership interests and equity securities issued by the Company (together with the Common Units, the “Junior Securities”).  The terms “membership interests” and “equity securities” shall not include convertible debt securities unless and until such securities are converted into equity securities of the Company.

1.3Distributions.

1.3.1Each holder of the then outstanding Series A Preferred Units shall be entitled to receive, when and as authorized by the Managing Member, out of funds legally available for the payment of distributions, cumulative preferential cash distributions at a rate equal to the Distribution Rate (as defined below) plus all accumulated and unpaid distributions thereon.  Such distributions shall accrue on a daily basis and be cumulative from the first date on which any Series A Preferred Unit is issued, as set forth in the books and records of the Company (the “Original Issue Date”), and shall be payable semi-annually in arrears on or before June 30 and December 31 of each year (each a “Distribution Payment Date”); provided, however, that if any Distribution Payment Date is not a business day, then the distribution which would otherwise have been payable on such Distribution Payment Date may be paid on the preceding business day or the following business day with the same force and effect as if paid on such Distribution Payment Date.  Any distribution payable on the Series A Preferred Units for any partial distribution period will be computed on the basis of a 360-day year consisting of twelve 30-day months.  A “distribution period” shall mean, with respect to the first distribution period, the period from and including the Original Issue Date to and including the first Distribution Payment Date occurring after such Original Issue Date, and with respect to each subsequent distribution period, the period from but excluding a Distribution Payment Date to and including the next succeeding Distribution Payment Date or other date as of which accrued distributions are to be calculated.

Notwithstanding anything herein otherwise to the contrary, the holders of Series A Preferred Units may by providing notice to the Managing Member elect to waive the payment of any such cash distribution authorized by the Managing Member and otherwise payable on the Series A Preferred Units, in which event the amount included in the Liquidation Preference per unit pursuant to clause (i) of the definition thereof (initially $1,000.00 per unit) and the amount included in the Redemption Price per unit pursuant to clause (i) of the definition thereof (initially $1,000.00 per unit) shall, on the applicable Distribution Date, automatically increase by the amount of such waived cash distribution payment, and distributions shall thereafter accrue on such increased Liquidation Preference.

Distributions on the Series A Preferred Units will be payable to holders of record as they appear in the records of the Company at the close of business on the applicable record date, which shall be the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls or on such other date designated by the Managing Member for the payment of distributions that is not more than 30 nor less than 10 days prior to such Distribution Payment Date (each, a “Distribution Record Date”).

Exhibit A-1

Distributions on the Series A Preferred Units shall accrue whether or not the Company has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized or declared. Accrued but unpaid distributions on the Series A Preferred Units will accumulate as of the Distribution Payment Date on which they first become payable.

“Distribution Rate” means a percentage per annum of the Liquidation Preference per unit that shall be a market rate reflecting all relevant facts and circumstances, including, without limitation, the terms of the Series A Preferred Units and the assets and liabilities of the Company, and that shall be determined by the agreement of the Company and the Series A Members, based on advice from internal and/or external financial and/or valuation experts; provided, however, that if the Company and the Series A Members are not able to agree on such rate on or prior to March 1, 2016, then the Distribution Rate will be determined by an external valuation expert selected by the Company on or prior to March 15, 2016, and shall in any event be determined prior to the first Distribution Payment Date occurring after the Original Issue Date.

1.3.2When cash distributions are not paid in full (or a sum sufficient for such full payment is not set apart) on the Series A Preferred Units, any cash distributions declared upon the Series A Preferred Units shall be declared and paid pro rata based on the number of Series A Preferred Units then outstanding.

1.3.3Unless full cumulative distributions on all outstanding Series A Preferred Units have been or contemporaneously are declared and paid, or otherwise waived by the holders as provided in Section 1.3.1, no distributions (other than in units of Junior Securities) shall be declared or paid or set aside for payment nor shall any other distribution be declared or made upon any Junior Securities, nor shall any Junior Securities be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such units) by the Company (except by conversion into or exchange for other units of Junior Securities).

1.3.4.Holders of the Series A Preferred Units shall not be entitled to any distribution, whether payable in cash, property or units, in excess of full cumulative distributions on the Series A Preferred Units as described above.

1.4Liquidation Preference.

1.4.1Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company (each a “Liquidation Event”), the holders of Series A Preferred Units then outstanding are entitled to be paid, out of the assets of the Company legally available for distribution to its members, a liquidation preference equal to the sum of the following (collectively, the “Liquidation Preference”): (i) $1,000.00 per unit, as such amount per unit may be increased in accordance with Section 1.3.1 and (ii) all accrued and unpaid distributions thereon through and including the date of payment, before any distribution of assets is made to holders of any Junior Securities; provided, however, that the sum of (x) amounts in excess of $1,000.00 per unit included in the Liquidation Preference pursuant to clause (i) of this Section 1.4.1 and (y) amounts included in the Liquidation Preference pursuant to clause (ii) of this Section 1.4.1 shall not exceed the income allocated to the holders of the Series A Preferred Units for the year of the liquidation and all prior years.

Exhibit A-2

1.4.2After payment of the full amount of the Liquidation Preference to which they are entitled, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Company.

1.4.3Upon the Company’s provision of notice as to the effective date of any Liquidation Event, accompanied by funds in the amount of the full Liquidation Preference to which each record holder of the Series A Preferred Units is entitled, the Series A Preferred Units shall no longer be deemed outstanding membership interests of the Company and all rights of the holders of such units will terminate.

1.4.4The consolidation or merger of the Company with or into any other business enterprise or of any other business enterprise with or into the Company, or the sale, lease or conveyance of all or substantially all of the assets or business of the Company, shall not be deemed to constitute a Liquidation Event; provided, however that any such transaction which results in an amendment, restatement or replacement of this Agreement or the certificate of formation of the Company that has a material adverse effect on the rights and preferences of the Series A Preferred Units shall be deemed a Liquidation Event for purposes of determining whether the Liquidation Preference is payable unless the right to receive payment is waived by holders of a majority of the outstanding Series A Preferred Units voting as a separate class.

1.5Redemption.

1.5.1Right of Redemption at Election of Holder. From and after the fourth anniversary following the Original Issue Date, each holder of Series A Preferred Units shall have the right to cause the Company to redeem (an “Optional Redemption”), at any time and from time to time, all or any part of the Series A Preferred Units held by such holder for cash at a redemption price per unit equal to the sum of the following (collectively, the “Redemption Price”): (i) $1,000.00 per unit, as such amount per unit may be increased in accordance with Section 1.3.1 and (ii) all accrued and unpaid distributions thereon through and including the date fixed for redemption; provided, however, that the sum of (x) amounts in excess of $1,000.00 per unit included in the Redemption Price pursuant to clause (i) of this Section 1.5.1 and (y) amounts included in the Redemption Price pursuant to clause (ii) of this Section 1.5.1 shall not exceed the income allocated to the holders of the Series A Preferred Units for the year of the redemption and all prior years.

1.5.2Mandatory Redemption. Unless earlier redeemed or retired, all of the then outstanding Series A Preferred Units shall be mandatorily redeemable by the Company on January 29, 2026 at the Redemption Price. The Company will not have an option to redeem Series A Preferred Units before the date of mandatory redemption.

1.5.3Procedures for Redemption at Election of Holder.  In order to effect an Optional Redemption, a holder shall provide written notice to the Company setting forth the number of Series A Preferred Units that such holder has elected to redeem and payment instructions for the payment of the Redemption Price.  As soon as practicable following the Company’s receipt of such notice, but in any event not later than ninety (90) days thereafter, the Company shall pay, or cause to be paid, the Redemption Price in accordance with the holder’s payment instructions (such date fixed by the Company for payment of the Redemption Price, the “Redemption Date”).

Exhibit A-3

Upon the Company’s payment of the full Redemption Price in accordance with the above procedures, the applicable Series A Preferred Units shall be redeemed and shall no longer be deemed outstanding and all rights of the holders of such units will terminate.

If a holder has provided notice of Optional Redemption of any Series A Preferred Units and if the funds necessary for such redemption have been set aside by the Company for the benefit of the holders of any Series A Preferred Units so tendered for redemption, then, from and after the Redemption Date, distributions will cease to accrue on such Series A Preferred Units, such Series A Preferred Units shall no longer be deemed outstanding and all rights of the holders of such units will terminate, except the right to receive the Redemption Price.

The deposit of funds with a bank or trust corporation for the purpose of redeeming the Series A Preferred Units shall be irrevocable except that:

(i) the Company shall be entitled to receive from such bank or trust corporation the interest or other earnings, if any, earned on any money so deposited in trust, and the holders of any units redeemed shall have no claim to such interest or other earnings; and

(ii) any balance of monies so deposited by the Company and unclaimed by the holders of the Series A Preferred Units entitled thereto at the expiration of two years from the applicable redemption dates shall be repaid, together with any interest or other earnings thereon, to the Company, and after any such repayment, the holders of the units entitled to the funds so repaid to the Company shall look only to the Company for payment of the Redemption Price without interest or other earnings.

1.5.5Status of Redeemed Units.  Any Series A Preferred Units that shall at any time have been redeemed or otherwise acquired by the Company shall, after such redemption or acquisition, have the status of authorized but unissued Series A Preferred Units which may be issued by the Managing Member from time to time at its discretion.

1.6Voting Rights.  Except as provided in this Section, the holders of the Series A Preferred Units shall not be entitled to vote, approve or otherwise consent to any action or on any matter submitted to the members of the Company for a vote or arising under the Act, including, without limitation, the merger, consolidation or conversion of the Company.  Notwithstanding the foregoing, the consent of the holders of a majority of the outstanding Series A Preferred Units, voting as a separate class, shall be required for (a) authorization or issuance of any membership interest or equity security of the Company with any rights that are senior to or have parity with the Series A Preferred Units, (b) any amendment to this Agreement or the Company’s certificate of formation which has a material adverse effect on the rights and preferences of the Series A Preferred Units or which increases the number of authorized or issued Series A Preferred Units, or (c) any reclassification of the Series A Preferred Units.

1.7Limitation of Liability.  Except to the extent required by applicable law, no holder of Series A Preferred Units shall be bound by, or be personally liable for, the expenses, liabilities or obligations of the Company in excess of his or her initial capital contribution made in exchange for the Series A Preferred Units.

Exhibit A-4

EX-3.34

Exhibit 3.34

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:32 PM 10/13/2015

FILED 03:32 PM 10/13/2015

SR 20150488683 - File Number 5849494

CERTIFICATE OF FORMATION

OF

CIFC HOLDINGS III MEMBER LLC

Dated as of October 13, 2015

This Certificate of Formation of CIFC Holdings III Member LLC is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq. (the “Act”).

1.Name. The name of the limited liability company formed hereby is CIFC Holdings III Member LLC (the “Company”),

2.Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

3.Registered Agent. The name and address of the registered agent of the Company is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of CIFC Holdings III Member LLC as of the date first above written.

Name: William Golden

Title: Authorized Person

EX-3.35

Exhibit 3.35

Execution Version

LIMITED LIABILITY COMPANY AGREEMENT

of

CIFC HOLDINGS III MEMBER LLC

THE UNDERSIGNED is executing this LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of October 13, 2015, for the purpose of forming, and does hereby form, a limited liability company (the “Company”) pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “Act”) and does hereby agree as follows:

1.Name. The name of the Company shall be CIFC Holdings III Member LLC or such other name as the Member may from time to time hereafter designate.

2.Definitions. Capitalized terms not otherwise defined herein shall have the meanings set forth therefor in Section 18-101 of the Act.

3.Purpose. The Company is formed for the purpose of engaging in any lawful business permitted by the Act or the laws of any jurisdiction in which the Company may do business. The Company shall have the power to engage in all activities and transactions which the Member deems necessary or advisable in connection with the foregoing.

4.Offices.

(a)The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as the Member may designate from time to time.

(b)The registered office of the Company in the State of Delaware shall be located at c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The Member may from time to time change the registered agent or office by an amendment to the Certificate (as defined below).

5.Member. CIFC Corp. (the “Member”) is the sole member of the Company.

6.Term. The term of the Company shall commence on the date of filing of the certificate of formation of the Company (the “Certificate”) in accordance with the Act and shall continue until dissolved and its affairs are wound up in accordance with Section 12 of this Agreement.

7.Management. The Member shall be authorized to make all decisions and to take all actions it determines necessary, advisable or desirable relating to the business, affairs, investments, and properties of the Company including, without limitation, the formation of or

investment in, such subsidiary or affiliate companies of the Company as it determines advisable or desirable.

8.Capital Contributions. The Member may make capital contributions to the Company from time to time, but shall not be required to make any capital contributions.

9.Allocations; Distributions. Each item of income, gain, loss, deduction and credit of the Company shall be allocated 100% to the Member. Each distribution of cash or other property by the Company shall be made 100% to the Member. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

10.Assignment. The Member may assign in whole or in part its limited liability company interest in the Company.

11.Admission of Additional Members. The Member may admit additional members in its discretion.

12.Dissolution. The Company shall dissolve and its business and affairs shall be wound up upon the written consent of the Member or the entry of a decree of judicial dissolution under § 18-802 of the Act. Upon the dissolution of the Company, the affairs of the Company shall be liquidated forthwith. The assets of the Company shall be used first to pay or provide for the payment of all of the debts of the Company, with the balance being distributed to the Member.

13.Amendments. This Agreement may be amended, supplemented, waived or modified at any time and from time to time only by a written instrument executed by the Member.

14.Miscellaneous. The Member shall not have any liability for the debts, obligations or liabilities of the Company except to the extent provided by the Act. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, without regard to conflict of law rules.

15.Authorization. Each of Steve Vaccaro, Oliver Wriedt, Julian Weldon and Rahul Agarwal and any other person designated by the Member, each acting individually, is hereby authorized and empowered, as an authorized person of the Company within the meaning of the Act, or otherwise (the Member hereby authorizing and ratifying any of the following actions):

(a) to execute and deliver and/or file (in the name and on behalf of the Company and/or in the name and on behalf of any other entity in which the Company is a direct or indirect member, general partner, limited partner, stockholder or other representative (any such entity, a “CIFC Entity”)) any agreement of the Company or of any CIFC Entity (including, without limitation, the limited partnership agreement or limited liability company agreement of any CIFC Entity), and any amendments, restatements and/or supplements thereof, the Certificate or the certificate of incorporation, certificate of formation, certificate of limited partnership or similar organizational documents of any CIFC Entity (and any amendments, restatements and/or supplements of any of the foregoing), any other certificates, notices, agreements and other

2

documents (and any amendments, restatements and/or supplements thereof) and any other certificates, notices, applications and other documents (and any amendments, restatements and/or supplements thereof) to be filed with any government or governmental or regulatory body, including, without limitation, any such document that may be necessary for the Company or any CIFC Entity to qualify to do business in a jurisdiction in which the Company or any CIFC Entity desires to do business; or

(b) to prepare or cause to be prepared, and to sign, execute and deliver and/or file (in the name and on behalf of the Company and/or on the behalf of any CIFC Entity) (A) such documents, instruments, certificates and agreements as may be necessary or desirable in furtherance of the Company’s or any CIFC Entity’s purposes, (B) any certificates, forms, notices, applications and other documents to be filed with any government or governmental or regulatory body on behalf of the Company and/or any CIFC Entity, (C) any certificates, forms, notices, applications and other documents that may be necessary or advisable in connection with any bank account of the Company and/or any CIFC Entity, and all checks, notes, drafts and other documents of the Company and/or any CIFC Entity that may be required in connection with any such bank account or any banking facilities or services that may be utilized by the Company and/or any CIFC Entity, (D) resolutions with respect to any of the foregoing matters (which resolutions, when executed by any person authorized as provided in this Section 15, each acting individually, shall be deemed to have been adopted by the Member, the Company or any CIFC Entity, as applicable, for all purposes), and (E) any amendments, restatements and/or supplements of any of the foregoing.

The authority granted to any person in this Section 15 may be revoked at any time by the Member by an instrument in writing signed by the Member.

16.Authorized Person. William Golden is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate with the Secretary of State of the State of Delaware. Upon the filing of the Certificate with the Secretary of State of Delaware, William Golden’s powers as an “authorized person” ceased, and each of the Member and Officers thereupon became an authorized person, within the meaning of the Act, to execute, deliver and file any certificates (and any amendments and/or restatements thereof), including such as may be necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

17.Officers. The Member may delegate its authority to act on behalf of the Company and to manage the business affairs of the Company to one or more officers of the Company appointed by the Member. The Member may from time to time create offices of the Company, designate the powers that may be exercised by such office, and appoint, authorize and empower any person as an officer of the Company (“Officer”) to direct such office. The Member may remove any Officer at any time and may create, empower and appoint such other Officers of the Company as the Member may deem necessary or advisable to manage the day-to-day business affairs of the Company. To the extent delegated by the Member, the Officers shall have the authority to act on behalf of, bind and execute and deliver documents in the name of and on behalf of the Company. No such delegation shall cause the Member to cease to be a member. Except as otherwise expressly provided in this Agreement or required by any non-waivable provision of the Act or other applicable law, no person other than the Member and such

3

Officers designated by the Member shall have any right, power, or authority to transact any business in the name of the Company or to act for or on behalf of or to bind the Company.

18.Indemnification. To the fullest extent permitted by the Act, the Company shall indemnify any current or former director, authorized person, or officer of the Company and may, at the discretion of the Member, indemnify any current or former employee or agent of the Company against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company or otherwise, to which he or she was or is a party or is threatened to be made a party by reason of his or her current or former position with the Company or by reason of the fact that he or she is or was serving, at the request of the Company, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

19.Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware.

[Remainder ofPage Intentionally Left Blank]

4

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the date first above written.

CIFC CORP., as sole member
By:	/s/ Julian Weldon
	Name: Julian Weldon
	Title: Authorized Person

[Signature Page to LLC Agreement — CIFC Holdings III Member LLC]

EX-3.38

Exhibit 3.38

CERTIFICATE OF FORMATION

OF

CIFC MASTER FUND ADVISER LLC

This Certificate of Formation of CIFC Master Fund Adviser LLC (the “LLC”), dated as of May 14, 2015, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C § 18-101, et seq.).

FIRST: The name of the limited liability company formed hereby is “CIFC Master Fund Adviser LLC”.

SECOND: The address of the registered office of the LLC in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the LLC in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 14th day of May, 2015.

/s/ Jeanette Miller
By:	Jeanette Miller
Title:	Authorized Person

EX-3.39

Exhibit 3.39

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

CIFC MASTER FUND ADVISER LLC

This Amended and Restated Limited Liability Company Agreement, dated as of August 7, 2015 (this “Agreement”), of CIFC Master Fund Adviser LLC (the “Company”) is entered into by CIFC Asset Management Holdings LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

WHEREAS, this Agreement amends and restates in its entirety the Limited Liability Company Agreement, dated as of May 14, 2015 of the Company; and

WHEREAS, the Member desires to enter into this Agreement on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Member agrees as follows:

1.             Name.  The name of the Company is CIFC Master Fund Adviser LLC.

2.             Formation of the Company.  The Company was formed as a Delaware limited liability company pursuant to a Certificate of Formation filed with the Secretary of State of Delaware on May 14, 2015.  The term of the Company shall continue until the Company is terminated in accordance with the provisions of this Agreement.

3.             Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

4.             Principal Place of Business.  The location of the principal place of business of the Company shall be 250 Park Avenue, 4th Floor, New York, New York 10177, or such other location as may be determined by the Member.

5.             Registered Office and Agent.  The registered office of the Company shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19908.  The name of the registered agent of the Company at such address is Corporation Service Company.

6.             Member.  The name and mailing address of the Member is as follows:

Name	Mailing Address
CIFC Asset Management Holdings LLC	250 Park Avenue, 4th Floor New York, NY 10177 Attention: General Counsel’s Office

7.             Management.  The business and affairs of the Company shall be managed by, and under the direction of, the Member.  The Member shall have the authority to exercise all powers necessary and convenient for the purposes of the Company in the name and on behalf of the Company and shall be authorized in the name and on behalf of the Company to approve, execute and deliver any and all agreements, instruments, certificates or other documents.  Without limiting the foregoing grant of authority, the Member shall accomplish all filing, recording, publishing and other acts necessary or appropriate for compliance with all requirements for operation of the Company as a limited liability company under this Agreement and the Act and under all other laws of the State of Delaware and such other jurisdictions in which the Company determines that it may conduct business.

8.             Officers.

(a)           The Member may, but shall have no obligation to, elect one or more officers to supervise operations of the Company on a day-to-day basis.  The Member shall determine the powers, duties and salaries of such officers and the other relevant terms and conditions regarding such offices.  Any number of offices may be held by the same person.  As of the date hereof, the officers of the Company shall be the persons listed below:

Name	Office
Steve Vaccaro	Co-President & Chief Investment Officer
Oliver Wriedt	Co-President
Julian Weldon	General Counsel, Secretary, Chief Compliance Officer & Head of Corporate Strategy
Rahul N. Agarwal	Chief Financial Officer

(b)           Each officer shall hold office until a successor has been selected and qualified or until his or her earlier death, incapacity, resignation, or removal.  Any officer may resign at any time upon written notice to the Company.  The resignation shall be effective upon receipt thereof by the Company or at such subsequent time as may be specified in the notice of resignation.

(c)           The Member may from time to time elect such other officers and appoint such committees, employees, or other agents as the business of the Company may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Member may from time to time determine.

(d)           Any officer or agent of the Company may be removed by the Member with or without cause.  The removal shall be without prejudice to the contract rights, if any, of any person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

(e)           A vacancy in any office because of death, incapacity, resignation, removal, disqualification, or any other cause, may be filled by the Member.

9.             Capital Contributions.  The Member may make such contributions from time to time to the Company as the Member may from time to time determine or as may be required by the Act.

10.          Maintenance of Capital Accounts.  A capital account shall be established and maintained in the Company’s books for the Member.

11.          Allocation of Profits and Losses.  All of the profits and losses of the Company shall be allocated to the Member.

12.          Allocation and Making of Distributions.  All distributions of cash or other assets of the Company shall be allocated to the Member.  Subject to any applicable requirements of the Act, distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.          Transfers of Interests.

(a)           The Member may sell, transfer, assign, exchange, mortgage, pledge, grant a security interest in, or otherwise dispose of or encumber all or any part of its interest in the Company (including, without limitation, the right to receive distributions and allocations of profits and losses) as it may determine in its sole discretion.

(b)           In the event of any transfer of all or any part of an interest in the Company in accordance with Section 13(a), the transferee shall be deemed, and shall be admitted as, a substitute Member upon the transferee’s execution and delivery to the Company of a counterpart of this Agreement, evidencing the transferee’s agreement to be bound by all of the terms and conditions of this Agreement.  Any such transferee may be admitted to the Company as a Member and may receive interest in the Company without making a contribution or being obligated to make a contribution to the Company.

14.          Admission of Additional Members.  The Member may admit additional persons as members in the Company on such terms and conditions as the Member may determine.

15.          Liability of Members.  The members of the Company shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

16.          Exculpation and Indemnification.

(a)           Notwithstanding any other term of this Agreement, whether express or implied, or obligation or duty at law or in equity, neither the Member nor (if any) any of its officers, directors, partners, employees, representatives or agents nor any director, officer, employee, representative or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any member thereof for any act or omission taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person; provided that such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence.

(b)           To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of the Covered Person’s management of the affairs of the Company or which relates to or arises out of the Company, its property, business or affairs.  A Covered Person shall not be entitled to indemnification under this Section 16 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence.  To the fullest extent permitted by the Act, expenses (including legal fees) incurred by a Covered Person in defending any such claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 16.

17.          Books and Records; Fiscal Year.  Proper and complete records and books of account shall be kept by the Company in which shall be entered fully and accurately all transactions and other matters relative to the Company’s business as are usually entered into records and books of account maintained by Persons engaged in businesses of a like character.  The Company books and records shall be kept in a manner determined by the Member in its sole discretion to be most beneficial for the Company.  The fiscal year of the Company (the “Fiscal Year”) shall be the calendar year; provided, however, that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

18.          Dissolution.  The Company shall be dissolved upon the earlier of (a) the election to dissolve the Company by the Member or (b) as otherwise required under the Act.

19.          Distribution of Assets Upon Dissolution.  Upon the dissolution of the Company, the assets of the Company shall be distributed to the Company’s creditors and the Member as required by the Act.

20.          Severability of Provisions.  Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to

be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.          Governing Law.  This Agreement shall be governed by, and construed under, the law of the State of Delaware (without regard to conflict of laws principles thereof).

22.          Amendments.  This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has caused this Agreement to be executed by its duly authorized representative as of the date above first written.

CIFC ASSET MANAGEMENT HOLDINGS LLC
	By: CIFC Corp., its sole member
/s/ Julian Weldon
Name:		Julian Weldon
Title:		Secretary and General Counsel

[CIFC Master Fund Adviser LLC — A&R LLC Agreement]

[LLC Agreement — CIFC Master Fund Adviser LLC]

EX-3.40

Exhibit 3.40

MC-81159

Certificate of Registration of Exempted Limited Partnership

I, MELANIE E. RIVERS Assistant Registrar of Exempted Limited Partnership in the Cayman Islands DO HEREBY CERTIFY, pursuant to the Exempted Limited Partnership Law, 2014 that all the requisitions of the said Law in respect of registration were complied with by

CIFC Master Fund LP

an Exempted Limited Partnership registered in the Cayman Islands on the 23rd day of February Two Thousand Fifteen

	Given under my hand and Seal at George Town in the Island of Grand Cayman this 23rd day of February Two Thousand Fifteen
	Assistant Registrar of Exempted Limited Partnership Cayman Islands.

Authorisation Code : 268186006071

www.verify.gov.ky

24 February 2015

EX-3.41

Exhibit 3.41

Execution Version

AMENDED AND RESTATED

EXEMPTED LIMITED PARTNERSHIP AGREEMENT

OF

CIFC MASTER FUND LP

AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT of CIFC MASTER FUND LP (the “Partnership”), dated December 31, 2015, by and among CIFC Holdings II LLC, a Delaware limited liability company (as successor by merger to CIFC Capital HF LLC) (the “Initial General Partner”), CIFC Holdings II Sub LLC, a Delaware limited liability company (the “General Partner”), CIFC Holdings III LLC, a Delaware limited liability company (f/k/a CIFC Investment Holdings LLC) (the “Initial Limited Partner”), CIFC Holdings III Sub LLC, a Delaware limited liability company (“Holdings III Sub”), and such other persons that are admitted to the Partnership as partners of the Partnership after the date hereof in accordance herewith.

WHEREAS, the Partnership was formed and registered as an exempted limited partnership under Section 9(1) of the Exempted Limited Partnership Law, 2014 (the “Act”) pursuant to (i) the initial exempted limited partnership agreement of CIFC Master Fund LP, dated February 23, 2015 (the “Original Agreement”) and (ii) the filing of a statement pursuant to the Act with the Registrar of Exempted Limited Partnerships of the Cayman Islands on February 23, 2015;

WHEREAS, the Initial General Partner wishes to transfer its general partner interest in the Partnership to the General Partner and withdraw as a general partner of the Partnership pursuant to Clause 15 of the Original Agreement, and the General Partner wishes to be appointed as a general partner of the Partnership pursuant to this Agreement;

WHEREAS, the Initial Limited Partner is the holder of a limited partnership interest in the Partnership and as such is subject to the rights and obligations set out in the Original Agreement. The Initial Limited Partner wishes to assign and transfer the entirety of the Initial Limited Partner’s limited partnership interest in the Partnership (the “Interest”) to Holdings III Sub, and Holdings III Sub desires to accept such transfer and be admitted as a substitute Limited Partner of the Partnership with respect to the Interest. The General Partner wishes to consent to the assignment and transfer and admit Holdings III Sub as a substitute Limited Partner of the Partnership on the terms of this Agreement; and

WHEREAS, the parties hereto desire to enter into this Amended and Restated Exempted Limited Partnership Agreement of the Partnership to amend and restate the Original Agreement in its entirety and to agree to other terms hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree to amend and restate the Original Agreement in its entirety to read as follows:

1.Appointment of new General Partner and withdrawal of Initial General Partner.

(a)The Initial General Partner hereby appoints the General Partner as the general partner of the Partnership in substitution for itself, and the General Partner hereby accepts such appointment with effect from the date of this Agreement and the filing of a notice (the “Section 10 Notice”) in respect of such substitution with the Registrar of Exempted Limited Partnerships of the Cayman Islands pursuant to Section 10 of the Act.

(b)The Initial General Partner hereby withdraws as the general partner immediately after the appointment of the General Partner.

(c)The General Partner hereby agrees for the benefit of the parties to this Agreement and all Limited Partners from time to time to be bound by the terms of this Agreement and shall assume all the obligations as general partner under this Agreement and the Act.

(d)With effect from the date hereof, the Initial General Partner shall not be liable for any debts, obligations or liabilities of the Partnership or as a general partner under this Agreement and is hereby released from all future obligations and liabilities under this Agreement.

(e)The Initial General Partner shall file or procure the filing of the Section 10 Notice with the Registrar of Exempted Limited Partnerships in the Cayman Islands as soon as practicable following execution of this Agreement and the General Partner will give such assistance with regard to the filing of such a notice as the Initial General Partner may require.

(f)The General Partner agrees that it shall be liable as general partner for any debts, obligations and liabilities which the Initial General Partner has or may have incurred or for which it is or becomes liable arising out of events occurring prior to the date hereof unless such debts, obligations and liabilities arise as a result of the breach by the Initial General Partner of the Original Agreement or the willful misconduct or actual fraud of the Initial General Partner or its affiliates.

(g)The General Partner hereby agrees that it shall, upon the request of the Initial General Partner, enter into all necessary documentation and give all reasonable assistance to the Initial General Partner to novate any debts, obligations or liabilities, contractual or otherwise, which may be necessary or desirable to enable the General Partner to assume all such debts, obligations and liabilities of the Initial General Partner provided that the General Partner acknowledges that, notwithstanding the foregoing, it shall be liable for all contracts, obligations, claims, debts and liabilities of the Partnership.

(h)The Initial General Partner with effect from the date hereof transfers all its right, title and interest in all and any assets, rights or property which it holds upon trust for and on behalf of the Partnership in its capacity as general partner (the “Partnership Property”) to the General Partner to hold on trust on behalf of the Partnership as the substitute General Partner.

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(i)The parties acknowledge that, as a matter of Cayman Islands law, all Partnership Property shall vest without the requirement for further actions or formalities in the General Partner. To the extent that any part of the Partnership Property is not immediately capable of transfer in any jurisdiction outside the Cayman Islands, the Initial General Partner shall use its reasonable endeavors to transfer the Partnership Property to the General Partner as soon as practicable.

(j)With effect from the date hereof and pending the formal transfer of any Partnership Property not immediately capable of transfer by this Agreement, the Initial General Partner shall immediately stand possessed of the right, title and interest in all and any Partnership Property for the General Partner so that the Partnership Property shall be held upon the trusts by the General Partner, as a general partner, under this Agreement.

(k)The Initial General Partner shall execute and deliver upon demand such further deeds, agreements or instruments to transfer the title to and property in the Partnership Property into the name of the General Partner and do all such other things as may be requested by the General Partner to give effect to the transfer of the Partnership Property.

(l)The Initial General Partner shall deliver to the General Partner all books, records, documents, and instruments relating to the conduct of the business of the Partnership.

2.Transfer and Assumption of Interest.

Initial Limited Partner, for value received, hereby assigns, transfers and conveys the entirety of its Interest to Holdings III Sub, and Holdings III Sub hereby accepts all of the Initial Limited Partner’s right, title and interest in and to the Interest and assumes all of the obligations in relation to the Interest, on the terms and subject to the conditions as set forth herein.

3.Admission as Limited Partner and Release of Initial Limited Partner.

(a)The General Partner hereby approves the transfer of the Interest as contemplated by the terms of this Agreement and upon its execution of this Agreement confirms that Holdings III Sub shall be deemed to be admitted as a substitute Limited Partner of the Partnership and further agrees to record Holdings III Sub as the holder of the Interest in the books and records of the Partnership (the “Admission”).

(b)To the fullest extent permitted by applicable law, Holdings III Sub hereby accepts such Admission with effect from the date hereof and undertakes and agrees, as a several obligation in each case, in favor of the Partnership, the General Partner and the Initial Limited Partner, to be bound by and to adhere to the terms and provisions of this Agreement, to assume all of the obligations, commitments and liabilities of the Initial Limited Partner arising under this Agreement and to perform the obligations imposed by this Agreement which are to be performed on or after the date of this Agreement, in all respects as if Holdings III Sub were an original party thereto and named therein as a Limited Partner and the holder of the Interest.

(c)The parties hereto agree that from the date hereof with respect to the Interest and, save to the extent required pursuant to the Act or as otherwise set out in this Agreement, the

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Initial Limited Partner is hereby released from its obligations under this Agreement and shall cease to be a Limited Partner of the Partnership.

(d)Each of the parties hereto agrees to cooperate at all reasonable times from and after the date hereof with respect to all of the matters described herein, and to execute such further assignments, releases, assumptions, amendments, notifications and other documents as may be reasonably requested for the purpose of giving effect to, or evidencing or giving notice of, the transactions contemplated by this Agreement.

4.Continuation and Name.

(a)The Partners hereby continue the Partnership as an exempted limited partnership in accordance with the Act for the limited purpose and scope set forth in this Agreement.

(b)The name of the Partnership shall be “CIFC Master Fund LP,” subject to change by the General Partner upon notice to the Limited Partners.

5.Definitions. In addition to terms otherwise defined herein, the following terms are used herein as defined below.

“Carrying Value” means, with respect to any Partnership asset, the asset’s adjusted basis for federal income tax purposes, except that the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in Regulations Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of: (a) the date of the acquisition of any additional interest by any new or existing Partner in exchange for more than a de minimis capital contribution, other than the initial closing of the sale of interests; (b) the date of the distribution of more than a de minimis amount of Partnership property to a Partner; (c) the date an interest is relinquished to the Partnership; or (d) the date of the termination of the Partnership under Section 708(b)(i)(B) of the Code; provided, however, that adjustments pursuant to clauses (a), (b) and (c) above shall be made only if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately prior to such distribution to equal its fair market value and depreciation shall be calculated by reference to Carrying Value, instead of tax basis once Carrying Value differs from tax basis. The Carrying Value of any asset contributed (or deemed contributed under Regulations Section 1.704-1(b)(1)(iv)) by a Partner to the Partnership will be the fair market value of the asset at the date of its contribution thereto.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“General Partner” means the General Partner and/or other persons or entities admitted as additional or substitute General Partners pursuant to this Agreement, so long as they remain general partners of the Partnership.

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“Initial General Partner” means CIFC Holdings II LLC, a Delaware limited liability company.

“Initial Limited Partner” means CIFC Holdings III LLC, a Delaware limited liability company.

“Limited Partners” means the Initial Limited Partner and all other persons or entities admitted as additional or substitute Limited Partners pursuant to this Agreement, so long as they remain limited partners of the Partnership.

“Liquidator” means the General Partner unless another person is selected to serve as Liquidator pursuant to Section 18.

“Partners” means those persons or entities who from time to time are the General Partner and the Limited Partners.

“Profits and Losses” means for each fiscal year or other period, the taxable income or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for U.S. federal income tax purposes with the following adjustments: (i) all items of income, gain, loss or deduction allocated pursuant to Section 16(c) shall not be taken into account in computing such taxable income or loss; (ii) any income of the Partnership that is exempt from U.S. federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (iii) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, any depreciation, amortization, gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (iv) upon an adjustment to the Carrying Value of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; and (v) except for items in (i) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items.

“Regulations” means the U.S. Treasury regulations promulgated under the Code.

6.Purpose. The purpose and nature of the business to be conducted by the Partnership shall be to (a) engage directly in, or enter into or form any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that lawfully may be conducted by an exempted limited partnership organized pursuant to the Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Partnership pursuant to the agreements relating to such business activity; and (b) do anything necessary or advisable to the foregoing.

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7.Offices.

(a)The principal place of business and office of the Partnership shall be located at, and the Partnership’s business shall be conducted from, such place or places as the General Partner may designate to the Partners from time to time.

(b)The Partnership’s registered office is at the office of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

8.Partners.

(a)The name and the mailing address of each Partner of the Partnership, the General Partner and the Limited Partners being separately designated, are as set forth in Schedule A attached hereto.

(b)In addition to the foregoing, the General Partner shall keep (or cause to be kept in accordance with Section 29 of the Act) at the registered office of the Partnership, or such other place determined by it, a register containing such particulars relating to each Partner as it may deem appropriate, provided that the following particulars are recorded (the “Register”): (i) the name and address of each Limited Partner; (ii) the date on which a person became a Limited Partner; and (iii) the date on which a person ceased to be a Limited Partner.

(c)Where the Register is kept at a place other than the registered office of the Partnership, the General Partner shall maintain or cause to be maintained at the registered office of the Partnership a record of the address at which the Register is maintained.

(d)The General Partner shall also keep (or cause to be kept in accordance with Section 30 of the Act) at the registered office of the Partnership, or such other place determined by it, a record of the amount and date of the contributions of each Limited Partner and the amount and date of any payment representing a return of the whole or any part of the contribution of any Limited Partner.

(e)The General Partner shall also maintain or cause to be maintained at the registered office a register of mortgages of security interests in accordance with Section 31 of the Act.

9.Term. The term of the Partnership commenced on the date that it was registered as an exempted limited partnership under Section 9 of the Act and shall continue until the dissolution of the Partnership in accordance with Section 18 hereof.

10.Management of the Partnership.

(a)The General Partner shall have the exclusive right to manage the business of the Partnership, and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Partnership (including the right, on behalf of the Partnership, to borrow money or otherwise incur indebtedness or to make any election under federal, state, local or non-U.S. tax laws, including under Section 6226 of the Code) and, in general, all powers permitted to be exercised by a general partner under the Act.

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The General Partner may appoint, employ, or otherwise contract with any persons or entities for the transaction of the business of the Partnership or the performance of services for or on behalf of the Partnership, and the General Partner may delegate to any such person or entity such authority to act on behalf of the Partnership as the General Partner may from time to time deem appropriate. The General Partner may execute, deliver and perform any document on behalf of the Partnership without any further act, vote or approval of any Limited Partner.

(b)No Limited Partner, in his, her or its capacity as such, shall have the right to take part in the management or control of the business of the Partnership or to act for or bind the Partnership or otherwise to transact any business on behalf of the Partnership.

11.Capital Contributions.  Partners shall make capital contributions to the Partnership in such amounts and at such times as they shall mutually agree.

12.Assignments of Partnership Interest.  No Limited Partner may sell, assign, pledge or otherwise transfer or encumber (collectively, “transfer”) all or any part of such Limited Partner’s interest in the Partnership, nor shall any Limited Partner have the power to substitute a transferee in his or her place as a substitute Limited Partner, without, in either event, having obtained the prior written consent of the General Partner, which consent may be given or withheld in its sole discretion.

13.Withdrawal of Limited Partners.  No Limited Partner shall have the right to withdraw from the Partnership except with the consent of the General Partner and upon such terms and conditions as may be specifically agreed upon between the General Partner and the withdrawing Limited Partner.

14.Substitute and Additional Partners.  The General Partner shall have the right to admit substitute and additional Limited Partners upon such terms and conditions, at such time or times, and for such capital contributions as shall be determined by the General Partner; and in connection with any such admission, the General Partner shall have the right to amend this Agreement without the consent of any other person.

Each existing Limited Partner, as well as any substitute or additional Limited Partner, shall execute and deliver such instruments and take such actions as the General Partner shall deem necessary or desirable including, without limitation, the execution of this Agreement, a subscription agreement and/or an appropriate amendment to this Agreement. If the General Partner in its sole discretion determines that such applicant has satisfied all conditions determined by the General Partner, the applicant may be admitted as a Limited Partner or additional Limited Partner on the terms and subject to the conditions of this Agreement.

15.Distributions.  Subject to the Act, distributions of cash or other assets of the Partnership shall be made in cash or in kind at such times and in such amounts as the General Partner may determine. Distributions shall be made to Partners in accordance with their respective sharing percentages, as determined by the General Partner in its sole discretion and as set forth in the books and records of the Partnership.

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16.Capital Accounts and Allocations.

(a) The Partnership shall maintain a separate capital account (a “Capital Account”) for each Partner in accordance with the principles and requirements set forth in Section 704(b) of the Code and the Regulations. The Capital Account of each Partner shall be credited with such Partner’s capital contributions to the Partnership, and all Profits allocated to such Partner pursuant to Section 16(b), and shall be increased by the amount of any Partnership liabilities that are assumed by such Partner or secured by any Partnership property distributed to such Partner; and the Capital Account of each Partner shall be debited with all Losses allocated to such Partner pursuant to Section 16(b), any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 16(b), and all cash and the fair market value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner, and shall be decreased by the amount of any liabilities of such Partner assumed by the Partnership or which are secured by any property contributed by such Partner to the Partnership. Notwithstanding anything to the contrary contained in this Agreement, the Capital Accounts of the Partners shall be adjusted and maintained in accordance with the rules of Regulations Section 1.704-1(b)(2)(iv), as the same may be amended or revised. No Partner shall be required to restore any negative balance in its Capital Account except as may be required by applicable law. In the event of any transfer of any interest in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account (including prior capital contributions and distributions of investment proceeds) of the transferor to the extent it relates to the transferred interest.

(b) Profit and Loss of the Partnership for each fiscal year shall be allocated among the Capital Accounts of the Partners in a manner that as closely as possible gives economic effect to the provisions of Section 15 and other relevant provisions hereof.

(c) All items of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners for U.S. federal, state and local income tax purposes consistent with the manner that the corresponding constituent items of Profit and Loss shall be allocated among the Partners pursuant to this Agreement, except as may otherwise be provided herein or by the Code; provided that in the case of any Partnership asset the Carrying Value of which differs from its adjusted tax basis for United States federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (in any manner determined by the General Partner) so as to take account of the difference between Carrying Value and adjusted tax basis of such asset. Notwithstanding the foregoing, the General Partner in its sole discretion shall make such allocations for tax purposes as may be needed to ensure that allocations are in accordance with the interests of the Partners, within the meaning of the Code and the Regulations. The General Partner shall determine all matters concerning allocations for tax purposes not expressly provided for herein in its sole discretion.

17.Return of Capital.  No Partner has the right to receive, and the General Partner has absolute discretion to make, any distributions to a Partner which include a return of all or any part of such Partner’s capital contribution, provided that upon the dissolution of the Partnership the assets of the Partnership shall be distributed as provided in this Agreement. Except as otherwise required by applicable law (including Section 34 of the Act), a Limited

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Partner shall have no personal liability for the debts and obligations of the Partnership. Further, if a Limited Partner is obligated pursuant to Section 34(1) of the Act to return a distribution made to it where the Partnership is insolvent, the simple rate of interest on such repayment shall be zero per cent (0%) per annum.

18.Dissolution.  The Partnership shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

(a)The determination of the General Partner to dissolve the Partnership; or

(b)The withdrawal, removal, bankruptcy or dissolution of the General Partner, unless one or more Limited Partners holding at least two-thirds of the total capital contributions of all the Limited Partners at such time elect to continue the Partnership and appoint a new General Partner within 90 days of withdrawal, removal, bankruptcy or dissolution of the General Partner. If the Limited Partners do not so elect to continue the Partnership, a liquidator shall be elected (the “Liquidator”) by the Limited Partners holding fifty per cent (50%) of the total capital contributions of all the Limited Partners at such time.

19.Winding-up and Liquidation.

(a)General.  Upon an event of dissolution of the Partnership, the Liquidator shall promptly wind up the affairs of and liquidate the assets of the Partnership. In furtherance thereof, the Liquidator shall: (i) have all of the administrative and management rights and powers of the General Partner (including the power to bind the Partnership); and (ii) be reimbursed for Partnership expenses it incurs. Following an event of dissolution of the Partnership, the Partnership shall use commercially reasonable efforts to sell or otherwise dispose of assets in the manner approved by the Liquidator, but shall engage in no other activities except as may be necessary or appropriate, in the reasonable discretion of the Liquidator, to preserve the value of the Partnership’s assets during the period of winding-up and liquidation. In any event, the Liquidator shall use its commercially reasonable efforts to prevent the period of winding-up and liquidation of the Partnership from extending beyond the date which is two (2) years after an event of dissolution of the Partnership. At the conclusion of the winding-up and dissolution of the Partnership, the Liquidator shall: (x) designate one or more persons to hold the books and records of the Partnership (and to make such books and records available to the Partners on a reasonable basis) for not less than six (6) years following the termination of the Partnership under the Act; and (y) execute, file and record, as necessary, a notice of dissolution or similar document to effect the termination of the Partnership under the Act and other applicable laws.

(b)Distributions.  Distributions to the Partners during the period of dissolution may be made in cash or in kind at the determination of the Liquidator.

(c)Application of Partnership Assets.  In connection with the winding-up of the Partnership, the Partnership’s assets (including proceeds from the sale or other disposition of any assets during the period of winding-up) shall be applied and distributed in the order as follows: (i) to repay any indebtedness of the Partnership, whether to third parties or the Partners (other than in their capacity as such), in the order of priority required by law; (ii) then to any reserves

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which the Liquidator reasonably deems necessary for contingent or unforeseen liabilities or obligations of the Partnership (which reserves when they become unnecessary shall be distributed in accordance with the provisions of clause (iii), below); and (iii) thereafter, to the Partners in accordance with their respective sharing percentages.

20.Tax Matters.  The General Partner may act as the “tax matters partner” as defined in Section 6231(a)(7) of the Code, appoint or act as the “partnership representative” within the meaning of Section 6223(a) of the Code and the Bipartisan Budget Act of 2015, and exercise any authority permitted under such provisions of the Code.

21.Tax Treatment.  It is intended that the Partnership shall be treated as a partnership for U.S. federal income tax purposes, and no election to the contrary shall be made.

22.Additional Documents.

(a)The General Partner shall cause to be executed, filed, recorded, published or amended any documents, as the General Partner in its reasonable discretion determines to be necessary or advisable: (i) in connection with the formation, operation, dissolution, winding-up or termination of the Partnership pursuant to applicable law; (ii) in connection with any amendment to this Agreement as contemplated by Section 24; or (iii) to otherwise give effect to the terms of this Agreement.

(b)Each Partner hereby grants to the General Partner a power of attorney (with full rights of assignment and power of substitution) irrevocably appointing the General Partner as the granting Partner’s attorney-in-fact with power and authority to execute or acknowledge, in the granting Partner’s name and on its behalf, any document described in Section 22(a) above including but not limited to:

(i)Any amendments to this Agreement made in accordance with the terms hereof;

(ii)Any instruments or documents that the General Partner determines in its sole discretion are required to admit any new Partners or to carry out the withdrawal or transfer of any interests;

(iii)Declarations of limited partnership in various jurisdictions and amendments thereto;

(iv)All deeds, agreements and other documents that the General Partner deems appropriate to qualify or continue the Partnership as an exempted limited partnership in the Cayman Islands and as required in the jurisdictions in which the Partnership may conduct business, or which may be required to be filed by the Partnership or the Partners under the laws of any jurisdiction or under any amendments or successor statute to the Act, to reflect the dissolution or termination of the Partnership or the Partnership being governed by any amendments or successor statutes to the Act or to reorganize or refile the Partnership in a different jurisdiction; or

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(v)To file, prosecute, defend, settle or compromise litigation, claims or arbitration on behalf of the Partnership.

(c)The above power of attorney shall be irrevocable and deemed to be given to secure a proprietary interest of the donee of the power or performance of an obligation owed to the donee and shall survive and shall not be affected by the subsequent death, lack of capacity, insolvency, bankruptcy or dissolution of any Limited Partner.

(d)Each Limited Partner shall, at the request of the General Partner, execute additional powers of attorney on a document separate from this Agreement.

(e)The General Partner may exercise the above power of attorney by listing all of the Partners executing any agreement, certificate, instrument or document or with the single signature of the General Partner as attorney-in-fact for all Partners.

23.Title to Partnership Assets.  Title to the Partnership assets may be held in the name of the General Partner or the Partnership, or as the General Partner may from time to time in its absolute discretion determine, in the name of any corporate body, partnership, trust or other entity established by the General Partner on behalf of the Partnership to acquire and hold and manage investments. The General Partner hereby declares and warrants that any Partnership assets for which legal title is held in the name of the General Partner shall be held in trust by the General Partner as an asset of the Partnership in accordance with Section 16(1) of the Act for the use and benefit of the Partnership in accordance with the provisions of this Agreement. All Partnership assets shall be recorded as the property of the Partnership in the General Partner’s books and records, irrespective of the name in which legal title to such Partnership assets are held

24.Amendments.  This Agreement may be amended by the General Partner without the consent of any other person.

25.Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

26.Severability.  In the event any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be deemed severed from the remainder of this Agreement and replaced with a valid and enforceable provision as similar in intent as reasonably possible to the provision so severed, and shall not cause the invalidity or unenforceability of the remainder of this Agreement.

27.Applicable Law.  This Agreement shall be construed in accordance with and governed by the laws of the Cayman Islands.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first above written.

EXECUTED AS A DEED BY:
CIFC HOLDINGS II LLC
By: CIFC Corp., its managing member
By:	/s/ Julian Weldon
	Name:	Julian Weldon
	Title:	General Counsel
EXECUTED AS A DEED BY:
CIFC HOLDINGS III LLC
By: CIFC Corp., its managing member
By:	/s/ Julian Weldon
	Name:	Julian Weldon
	Title:	General Counsel
EXECUTED AS A DEED BY:
CIFC HOLDINGS II SUB LLC
By: CIFC Holdings II LLC, its sole member
By: CIFC Corp., its managing member
By:	/s/ Julian Weldon
	Name:	Julian Weldon
	Title:	General Counsel
EXECUTED AS A DEED BY:
CIFC HOLDINGS III SUB LLC
By: CIFC Holdings III LLC, its sole member
By: CIFC Corp., its managing member
By:	/s/ Julian Weldon
	Name:	Julian Weldon
	Title:	General Counsel

[Signature page to Master Fund A&R LPA]

SCHEDULE A

A.	GENERAL PARTNER
	Name & Address	Initial Sharing Percentage
	CIFC Holdings II Sub LLC c/o CIFC Corp.	26	%
	250 Park Avenue, 4th Floor New York, NY 10177

B.	LIMITED PARTNER
	Name & Address	Initial Sharing Percentage
	CIFC Holdings III Sub LLC c/o CIFC Corp.	74	%
	250 Park Avenue, 4th Floor New York, NY 10177

EX-3.42

Exhibit 3.42

CERTIFICATE OF FORMATION

OF

CIFC MEMBER LLC

Dated as of October 13, 2015

This Certificate of Formation of CIFC Member LLC is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq. (the “Act”).

1.Name.  The name of the limited liability company formed hereby is CIFC Member LLC (the “Company”).

2.Registered Office.  The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

3.Registered Agent.  The name and address of the registered agent of the Company is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of CIFC Member LLC as of the date first above written.

By:	/s/ William Golden
	Name:	William Golden
	Title:	Authorized Person

EX-3.43

Exhibit 3.43

LIMITED LIABILITY COMPANY AGREEMENT

of

CIFC MEMBER LLC

THE UNDERSIGNED is executing this LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of October 13, 2015, for the purpose of forming, and does hereby form, a limited liability company (the “Company”) pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “Act”) and does hereby agree as follows:

1.             Name. The name of the Company shall be CIFC Member LLC or such other name as the Member may from time to time hereafter designate.

2.             Definitions. Capitalized terms not otherwise defined herein shall have the meanings set forth therefor in Section 18-101 of the Act.

3.             Purpose. The Company is formed for the purpose of engaging in any lawful business permitted by the Act or the laws of any jurisdiction in which the Company may do business. The Company shall have the power to engage in all activities and transactions which the Member deems necessary or advisable in connection with the foregoing.

4.             Offices.

(a)           The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as the Member may designate from time to time.

(b)           The registered office of the Company in the State of Delaware shall be located at c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The Member may from time to time change the registered agent or office by an amendment to the Certificate (as defined below).

5.             Member. CIFC Corp. (the “Member”) is the sole member of the Company.

6.             Term. The term of the Company shall commence on the date of filing of the certificate of formation of the Company (the “Certificate”) in accordance with the Act and shall continue until dissolved and its affairs are wound up in accordance with Section 12 of this Agreement.

7.             Management. The Member shall be authorized to make all decisions and to take all actions it determines necessary, advisable or desirable relating to the business, affairs, investments, and properties of the Company including, without limitation, the formation of or

investment in, such subsidiary or affiliate companies of the Company as it determines advisable or desirable.

8.             Capital Contributions. The Member may make capital contributions to the Company from time to time, but shall not be required to make any capital contributions.

9.             Allocations; Distributions. Each item of income, gain, loss, deduction and credit of the Company shall be allocated 100% to the Member. Each distribution of cash or other property by the Company shall be made 100% to the Member. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

10.          Assignment. The Member may assign in whole or in part its limited liability company interest in the Company.

11.          Admission of Additional Members. The Member may admit additional members in its discretion.

12.          Dissolution. The Company shall dissolve and its business and affairs shall be wound up upon the written consent of the Member or the entry of a decree of judicial dissolution under § 18-802 of the Act. Upon the dissolution of the Company, the affairs of the Company shall be liquidated forthwith. The assets of the Company shall be used first to pay or provide for the payment of all of the debts of the Company, with the balance being distributed to the Member.

13.          Amendments. This Agreement may be amended, supplemented, waived or modified at any time and from time to time only by a written instrument executed by the Member.

14.          Miscellaneous. The Member shall not have any liability for the debts, obligations or liabilities of the Company except to the extent provided by the Act. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, without regard to conflict of law rules.

15.          Authorization. Each of Steve Vaccaro, Oliver Wriedt, Julian Weldon and Rahul Agarwal and any other person designated by the Member, each acting individually, is hereby authorized and empowered, as an authorized person of the Company within the meaning of the Act, or otherwise (the Member hereby authorizing and ratifying any of the following actions):

(a)           to execute and deliver and/or file (in the name and on behalf of the Company and/or in the name and on behalf of any other entity in which the Company is a direct or indirect member, general partner, limited partner, stockholder or other representative (any such entity, a “CIFC Entity”)) any agreement of the Company or of any CIFC Entity (including, without limitation, the limited partnership agreement or limited liability company agreement of any CIFC Entity), and any amendments, restatements and/or supplements thereof, the Certificate or the certificate of incorporation, certificate of formation, certificate of limited partnership or similar organizational documents of any CIFC Entity (and any amendments, restatements and/or supplements of any of the foregoing), any other certificates, notices, agreements and other

2

documents (and any amendments, restatements and/or supplements thereof) and any other certificates, notices, applications and other documents (and any amendments, restatements and/or supplements thereof) to be filed with any government or governmental or regulatory body, including, without limitation, any such document that may be necessary for the Company or any CIFC Entity to qualify to do business in a jurisdiction in which the Company or any CIFC Entity desires to do business; or

(b)           to prepare or cause to be prepared, and to sign, execute and deliver and/or file (in the name and on behalf of the Company and/or on the behalf of any CIFC Entity) (A) such documents, instruments, certificates and agreements as may be necessary or desirable in furtherance of the Company’s or any CIFC Entity’s purposes, (B) any certificates, forms, notices, applications and other documents to be filed with any government or governmental or regulatory body on behalf of the Company and/or any CIFC Entity, (C) any certificates, forms, notices, applications and other documents that may be necessary or advisable in connection with any bank account of the Company and/or any CIFC Entity, and all checks, notes, drafts and other documents of the Company and/or any CIFC Entity that may be required in connection with any such bank account or any banking facilities or services that may be utilized by the Company and/or any CIFC Entity, (D) resolutions with respect to any of the foregoing matters (which resolutions, when executed by any person authorized as provided in this Section 15, each acting individually, shall be deemed to have been adopted by the Member, the Company or any CIFC Entity, as applicable, for all purposes), and (E) any amendments, restatements and/or supplements of any of the foregoing.

The authority granted to any person in this Section 15 may be revoked at any time by the Member by an instrument in writing signed by the Member.

16.          Authorized Person. William Golden is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate with the Secretary of State of the State of Delaware. Upon the filing of the Certificate with the Secretary of State of Delaware, William Golden’s powers as an “authorized person” ceased, and each of the Member and Officers thereupon became an authorized person, within the meaning of the Act, to execute, deliver and file any certificates (and any amendments and/or restatements thereof), including such as may be necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

17.          Officers. The Member may delegate its authority to act on behalf of the Company and to manage the business affairs of the Company to one or more officers of the Company appointed by the Member. The Member may from time to time create offices of the Company, designate the powers that may be exercised by such office, and appoint, authorize and empower any person as an officer of the Company (“Officer”) to direct such office. The Member may remove any Officer at any time and may create, empower and appoint such other Officers of the Company as the Member may deem necessary or advisable to manage the day-to-day business affairs of the Company. To the extent delegated by the Member, the Officers shall have the authority to act on behalf of, bind and execute and deliver documents in the name of and on behalf of the Company. No such delegation shall cause the Member to cease to be a member. Except as otherwise expressly provided in this Agreement or required by any non-waivable provision of the Act or other applicable law, no person other than the Member and such Officers

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designated by the Member shall have any right, power, or authority to transact any business in the name of the Company or to act for or on behalf of or to bind the Company.

18.          Indemnification. To the fullest extent permitted by the Act, the Company shall indemnify any current or former director, authorized person, or officer of the Company and may, at the discretion of the Member, indemnify any current or former employee or agent of the Company against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company or otherwise, to which he or she was or is a party or is threatened to be made a party by reason of his or her current or former position with the Company or by reason of the fact that he or she is or was serving, at the request of the Company, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

19.          Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware.

[Remainder ofPage Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the date first above written.

CIFC CORP., as sole member
By:	/s/ Julian Weldon
	Name:	Julian Weldon
	Title:	Authorized Person

[Signature Page to CIFC Member Limited Liability Company Agreement]

EX-3.44

Exhibit 3.44

CERTIFICATE OF FORMATION

OF

CIFC PARTHENON LOAN FUNDING GP LLC

This Certificate of Formation of CIFC Parthenon Loan Funding GP LLC, dated as of January 15, 2014, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq.).

FIRST.  The name of the limited liability company formed hereby is CIFC Parthenon Loan Funding GP LLC (the “Company”).

SECOND.  Registered Office.  The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

THIRD.  Registered Agent.  The name and address of the registered agent of the Company is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington,  Delaware 19808.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written

/s/ Robert Milton
Name:	Robert C. Milton III
Title:	Authorized Person

EX-3.45

Exhibit 3.45

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

CIFC PARTHENON LOAN FUNDING GP LLC

This Amended and Restated Limited Liability Company Agreement, dated as of August 7, 2015 (this “Agreement”), of CIFC Parthenon Loan Funding GP LLC (the “Company”) is entered into by CIFC Capital PE LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

WHEREAS, this Agreement amends and restates in its entirety the Limited Liability Company Agreement, dated as of January 15, 2014 of the Company; and

WHEREAS, the Member desires to enter into this Agreement on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Member agrees as follows:

1.             Name.  The name of the Company is CIFC Parthenon Loan Funding GP LLC.

2.             Formation of the Company.  The Company was formed as a Delaware limited liability company pursuant to a Certificate of Formation filed with the Secretary of State of Delaware on January 16, 2014.  The term of the Company shall continue until the Company is terminated in accordance with the provisions of this Agreement.

3.             Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

4.             Principal Place of Business.  The location of the principal place of business of the Company shall be 250 Park Avenue, 4th Floor, New York, New York 10177, or such other location as may be determined by the Member.

5.             Registered Office and Agent.  The registered office of the Company shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19908.  The name of the registered agent of the Company at such address is Corporation Service Company.

6.             Member.  The name and mailing address of the Member is as follows:

Name	Mailing Address
CIFC Capital PE LLC	250 Park Avenue, 4th Floor New York, NY 10177 Attention: General Counsel’s Office

7.             Management.  The business and affairs of the Company shall be managed by, and under the direction of, the Member.  The Member shall have the authority to exercise all powers necessary and convenient for the purposes of the Company in the name and on behalf of the Company and shall be authorized in the name and on behalf of the Company to approve, execute and deliver any and all agreements, instruments, certificates or other documents.  Without limiting the foregoing grant of authority, the Member shall accomplish all filing, recording, publishing and other acts necessary or appropriate for compliance with all requirements for operation of the Company as a limited liability company under this Agreement and the Act and under all other laws of the State of Delaware and such other jurisdictions in which the Company determines that it may conduct business.

8.             Officers.

(a)           The Member may, but shall have no obligation to, elect one or more officers to supervise operations of the Company on a day-to-day basis.  The Member shall determine the powers, duties and salaries of such officers and the other relevant terms and conditions regarding such offices.  Any number of offices may be held by the same person.  As of the date hereof, the officers of the Company shall be the persons listed below:

Name	Office
Steve Vaccaro	Co-President & Chief Investment Officer
Oliver Wriedt	Co-President
Julian Weldon	General Counsel, Secretary, Chief Compliance Officer & Head of Corporate Strategy
Rahul N. Agarwal	Chief Financial Officer

(b)           Each officer shall hold office until a successor has been selected and qualified or until his or her earlier death, incapacity, resignation, or removal.  Any officer may resign at any time upon written notice to the Company.  The resignation shall be effective upon receipt thereof by the Company or at such subsequent time as may be specified in the notice of resignation.

(c)           The Member may from time to time elect such other officers and appoint such committees, employees, or other agents as the business of the Company may require, each

2

of whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Member may from time to time determine.

(d)           Any officer or agent of the Company may be removed by the Member with or without cause.  The removal shall be without prejudice to the contract rights, if any, of any person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

(e)           A vacancy in any office because of death, incapacity, resignation, removal, disqualification, or any other cause, may be filled by the Member.

9.             Capital Contributions.  The Member may make such contributions from time to time to the Company as the Member may from time to time determine or as may be required by the Act.

10.          Maintenance of Capital Accounts.  A capital account shall be established and maintained in the Company’s books for the Member.

11.          Allocation of Profits and Losses.  All of the profits and losses of the Company shall be allocated to the Member.

12.          Allocation and Making of Distributions.  All distributions of cash or other assets of the Company shall be allocated to the Member.  Subject to any applicable requirements of the Act, distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.          Transfers of Interests.

(a)           The Member may sell, transfer, assign, exchange, mortgage, pledge, grant a security interest in, or otherwise dispose of or encumber all or any part of its interest in the Company (including, without limitation, the right to receive distributions and allocations of profits and losses) as it may determine in its sole discretion.

(b)           In the event of any transfer of all or any part of an interest in the Company in accordance with Section 13(a), the transferee shall be deemed, and shall be admitted as, a substitute Member upon the transferee’s execution and delivery to the Company of a counterpart of this Agreement, evidencing the transferee’s agreement to be bound by all of the terms and conditions of this Agreement.  Any such transferee may be admitted to the Company as a Member and may receive interest in the Company without making a contribution or being obligated to make a contribution to the Company.

14.          Admission of Additional Members.  The Member may admit additional persons as members in the Company on such terms and conditions as the Member may determine.

15.          Liability of Members.  The members of the Company shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

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16.          Exculpation and Indemnification.

(a)           Notwithstanding any other term of this Agreement, whether express or implied, or obligation or duty at law or in equity, neither the Member nor (if any) any of its officers, directors, partners, employees, representatives or agents nor any director, officer, employee, representative or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any member thereof for any act or omission taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person; provided that such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence.

(b)           To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of the Covered Person’s management of the affairs of the Company or which relates to or arises out of the Company, its property, business or affairs.  A Covered Person shall not be entitled to indemnification under this Section 16 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence.  To the fullest extent permitted by the Act, expenses (including legal fees) incurred by a Covered Person in defending any such claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 16.

17.          Books and Records; Fiscal Year.  Proper and complete records and books of account shall be kept by the Company in which shall be entered fully and accurately all transactions and other matters relative to the Company’s business as are usually entered into records and books of account maintained by Persons engaged in businesses of a like character.  The Company books and records shall be kept in a manner determined by the Member in its sole discretion to be most beneficial for the Company.  The fiscal year of the Company (the “Fiscal Year”) shall be the calendar year; provided, however, that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

18.          Dissolution.  The Company shall be dissolved upon the earlier of (a) the election to dissolve the Company by the Member or (b) as otherwise required under the Act.

19.          Distribution of Assets Upon Dissolution.  Upon the dissolution of the Company, the assets of the Company shall be distributed to the Company’s creditors and the Member as required by the Act.

20.          Severability of Provisions.  Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to

4

be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.          Governing Law.  This Agreement shall be governed by, and construed under, the law of the State of Delaware (without regard to conflict of laws principles thereof).

22.          Amendments.  This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Remainder of the page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has caused this Agreement to be executed by its duly authorized representative as of the date above first written.

CIFC CAPITAL PE LLC
	BY: CIFC Corp., its sole member
/s/ Julian Weldon
Name:	Julian Weldon
Title:	Secretary and General Counsel

EX-3.46

Exhibit 3.46

CERTIFICATE OF FORMATION
OF
CIFC PRIVATE DEBT ADVISERS LLC

This Certificate of Formation of CIFC Private Debt Advisers LLC (the “Company”) is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act.

1.             The name of the Company is CIFC Private Debt Advisers LLC.

2.             The registered agent of the Company shall be Corporation Service Company.

3.             The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned, on behalf of the Company, has caused this Certificate of Formation to be duly executed this 25th day of April, 2014.

/s/ Robert C. Milton III

Robert C. Milton III

Authorized Person

EX-3.47

Exhibit 3.47

SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
CIFC PRIVATE DEBT ADVISERS LLC

This Second Amended and Restated Limited Liability Company Agreement, dated as of August 7, 2015 (this “Agreement”), of CIFC Private Debt Advisers LLC (the “Company”) is entered into by CIFC Asset Management Holdings LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

WHEREAS, this Agreement amends and restates in its entirety the Amended and Restated Limited Liability Company Agreement, dated as of April 14, 2015, of the Company; and

WHEREAS, the Member desires to enter into this Agreement on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Member agrees as follows:

1.             Name.  The name of the Company is CIFC Private Debt Advisers LLC.

2.             Formation of the Company.  The Company was formed as a Delaware limited liability company pursuant to a Certificate of Formation filed with the Secretary of State of Delaware on April 25, 2014. The term of the Company shall continue until the Company is terminated in accordance with the provisions of this Agreement.

3.             Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

4.             Principal Place of Business.  The location of the principal place of business of the Company shall be 250 Park Avenue, 4th Floor, New York, New York 10177, or such other location as may be determined by the Member.

5.             Registered Office and Agent.  The registered office of the Company shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19908. The name of the registered agent of the Company at such address is Corporation Service Company.

6.             Member.  The name and mailing address of the Member is as follows:

Name	Mailing Address
CIFC Asset Management Holdings LLC	250 Park Avenue, 4th Floor
	New York, NY 10177
	Attention: General Counsel’s Office

7.             Management.  The business and affairs of the Company shall be managed by, and under the direction of, the Member. The Member shall have the authority to exercise all powers necessary and convenient for the purposes of the Company in the name and on behalf of the Company and shall be authorized in the name and on behalf of the Company to approve, execute and deliver any and all agreements, instruments, certificates or other documents. Without limiting the foregoing grant of authority, the Member shall accomplish all filing, recording, publishing and other acts necessary or appropriate for compliance with all requirements for operation of the Company as a limited liability company under this Agreement and the Act and under all other laws of the State of Delaware and such other jurisdictions in which the Company determines that it may conduct business.

8.             Officers.

(a)           The Member may, but shall have no obligation to, elect one or more officers to supervise operations of the Company on a day-to-day basis. The Member shall determine the powers, duties and salaries of such officers and the other relevant terms and conditions regarding such offices. Any number of offices may be held by the same person. As of the date hereof, the officers of the Company shall be the persons listed below:

Name	Office
Steve Vaccaro	Co-President and Chief Investment
Oliver Wriedt	Officer Co-President
Julian Weldon	General Counsel, Secretary, Chief Compliance Officer & Head of Corporate Strategy
Rahul N. Agarwal	Chief Financial Officer

(b)           Each officer shall hold office until a successor has been selected and qualified or until his or her earlier death, incapacity, resignation, or removal. Any officer may resign at any time upon written notice to the Company. The resignation shall be effective upon receipt thereof by the Company or at such subsequent time as may be specified in the notice of resignation.

(c)           The Member may from time to time elect such other officers and appoint such committees, employees, or other agents as the business of the Company may require, each of

2

whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Member may from time to time determine.

(d)           Any officer or agent of the Company may be removed by the Member with or without cause. The removal shall be without prejudice to the contract rights, if any, of any person so removed. Election or appointment of an officer or agent shall not of itself create contract rights,

(e)           A vacancy in any office because of death, incapacity, resignation, removal, disqualification, or any other cause, may be filled by the Member.

9.             Capital Contributions.  The Member may make such contributions from time to time to the Company as the Member may from time to time determine or as may be required by the Act.

10.          Maintenance of Capital Accounts.  A capital account shall be established and maintained in the Company’s books for the Member.

11.          Allocation of Profits and Losses.  All of the profits and losses of the Company shall be allocated to the Member.

12.          Allocation and Making of Distributions.  All distributions of cash or other assets of the Company shall be allocated to the Member. Subject to any applicable requirements of the Act, distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member:

13.          Transfers of Interests.

(a)           The Member may sell, transfer, assign, exchange, mortgage, pledge, grant a security interest in, or ‘otherwise dispose of or encumber all or any part of its interest in the Company (including, without limitation, the right to receive distributions and allocations of profits and losses) as it may determine in its sole discretion.

(b)           In the event of any transfer of all or any part of an interest in the Company in accordance with Section 13(a), the transferee shall be deemed, and shall be admitted as, a substitute Member upon the transferee’s execution and delivery to the Company of a counterpart of this Agreement, evidencing the transferee’s agreement to be bound by all of the terms and conditions of this Agreement. Any such transferee may be admitted to the Company as a Member and may receive interest in the Company without making a contribution or being obligated to make a contribution to the Company.

14.          Admission of Additional Members.  The Member may admit additional persons as members in .the Company on such terms and conditions as the Member may determine.

15.          Liability of Members.  The members of the Company shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

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16.          Exculpation and Indemnification.

(a)           Notwithstanding any other term of this Agreement, whether express or implied, or obligation or duty at law or in equity, neither the Member nor (if any) any of its officers, directors, partners, employees, representatives or agents nor any director, officer, employee, representative, or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any member thereof for any act or omission taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person; provided that such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence.

(b)           To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions; ‘suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of the Covered Person’s management of the affairs of the Company or which relates to or arises out of the Company, its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 16 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by the Act, expenses (including legal fees) incurred by a Covered Person in defending any such claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 16.

17.          Books and Records; Fiscal Year.  Proper and complete records and books of account shall be kept• by the Company in which shall be entered fully and accurately all transactions and other matters relative to the Company’s business as are usually entered into records and books of account maintained by Persons engaged in businesses of a like character. The Company books and records shall be kept in a manner determined by the Member in its sole discretion to be most beneficial for the Company. The fiscal year of the Company (the “Fiscal Year”) shall be the calendar year; provided, however, that the last Fiscal Year of the Company shall end on the date on Which the Company is terminated.

18.          Dissolution.  The Company shall be dissolved upon the earlier of (a) the election to dissolve the Company by the Member or (b) as otherwise required under the Act.

19.          Distribution of Assets Upon Dissolution.  Upon the dissolution of the Company, the assets of the Company shall be distributed to the Company’s creditors and the Member as required by the. Act.

20.          Severability of Provisions.  Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability

4

or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.          Governing Law.  This Agreement shall be governed by, and construed under, the law of the State of Delaware (without regard to conflict of laws principles thereof).

22.          Amendments.  This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

Remainder of the page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has caused this Agreement to be executed by its duly authorized representative as of the date above first written.

CIFC ASSET MANAGEMENT HOLDINGS LLC
	By: CIFC Corp., its sole member
	/s/ JULIAN WELDON
	Name:	Julian Weldon
	Title:	Secretary

[CIFC Private Debt Advisers LLC — Second A&R LLC Agreement]

EX-3.48

Exhibit 3.48

CERTIFICATE OF FORMATION

OF

CIFC SENIOR SECURED CORPORATE LOAN FUND GP, LLC

This Certificate of Formation of CIFC Senior Secured Corporate Loan Fund GP LLC, dated as of October 5, 2012, is being duly executed and filed by the undersigned as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq.).

FIRST.  The name of the limited liability company formed hereby is CIFC Senior Secured Corporate Loan Fund GP, LLC (the “Company”).

SECOND.  The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

THIRD.  The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Robert C. Milton
Name:	Robert C. Milton
Title:	Authorized Person

EX-3.49

Exhibit 3.49

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

CIFC SENIOR SECURED CORPORATE LOAN FUND GP LLC

This Amended and Restated Limited Liability Company Agreement, dated as of August 7, 2015 (this “Agreement”), of CIFC Senior Secured Corporate Loan Fund GP LLC (the “Company”) is entered into by CIFC Capital HF LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

WHEREAS, this Agreement amends and restates in its entirety the Limited Liability Company Agreement, dated October 5, 2012, of the Company; and

WHEREAS, the Member desires to enter into this Agreement on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Member agrees as follows:

1.             Name.  The name of the Company is CIFC Senior Secured Corporate Loan Fund GP LLC.

2.             Formation of the Company.  The Company was formed as a Delaware limited liability company pursuant to a Certificate of Formation filed with the Secretary of State of Delaware on October 5, 2012.  The term of the Company shall continue until the Company is terminated in accordance with the provisions of this Agreement.

3.             Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

4.             Principal Place of Business.  The location of the principal place of business of the Company shall be 250 Park Avenue, 4th Floor, New York, New York 10177, or such other location as may be determined by the Member.

5.             Registered Office and Agent.  The registered office of the Company shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19908.  The name of the registered agent of the Company at such address is Corporation Service Company.

6.             Member.  The name and mailing address of the Member is as follows:

Name	Mailing Address
CIFC CAPITAL HF LLC	250 Park Avenue, 4th Floor New York, NY 10177 Attention: General Counsel’s Office

7.             Management.  The business and affairs of the Company shall be managed by, and under the direction of, the Member.  The Member shall have the authority to exercise all powers necessary and convenient for the purposes of the Company in the name and on behalf of the Company and shall be authorized in the name and on behalf of the Company to approve, execute and deliver any and all agreements, instruments, certificates or other documents.  Without limiting the foregoing grant of authority, the Member shall accomplish all filing, recording, publishing and other acts necessary or appropriate for compliance with all requirements for operation of the Company as a limited liability company under this Agreement and the Act and under all other laws of the State of Delaware and such other jurisdictions in which the Company determines that it may conduct business.

8.             Officers.

(a)           The Member may, but shall have no obligation to, elect one or more officers to supervise operations of the Company on a day-to-day basis.  The Member shall determine the powers, duties and salaries of such officers and the other relevant terms and conditions regarding such offices.  Any number of offices may be held by the same person.  As of the date hereof, the officers of the Company shall be the persons listed below:

Name	Office
Steve Vaccaro	Co-President & Chief Investment Officer
Oliver Wriedt	Co-President
Julian Weldon	General Counsel, Secretary, Chief Compliance Officer & Head of Corporate Strategy
Rahul N. Agarwal	Chief Financial Officer

(b)           Each officer shall hold office until a successor has been selected and qualified or until his or her earlier death, incapacity, resignation, or removal.  Any officer may resign at any time upon written notice to the Company.  The resignation shall be effective upon receipt thereof by the Company or at such subsequent time as may be specified in the notice of resignation.

(c)           The Member may from time to time elect such other officers and appoint such committees, employees, or other agents as the business of the Company may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Member may from time to time determine.

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(d)           Any officer or agent of the Company may be removed by the Member with or without cause.  The removal shall be without prejudice to the contract rights, if any, of any person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

(e)           A vacancy in any office because of death, incapacity, resignation, removal, disqualification, or any other cause, may be filled by the Member.

9.             Capital Contributions.  The Member may make such contributions from time to time to the Company as the Member may from time to time determine or as may be required by the Act.

10.          Maintenance of Capital Accounts.  A capital account shall be established and maintained in the Company’s books for the Member.

11.          Allocation of Profits and Losses.  All of the profits and losses of the Company shall be allocated to the Member.

12.          Allocation and Making of Distributions.  All distributions of cash or other assets of the Company shall be allocated to the Member.  Subject to any applicable requirements of the Act, distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.          Transfers of Interests.

(a)           The Member may sell, transfer, assign, exchange, mortgage, pledge, grant a security interest in, or otherwise dispose of or encumber all or any part of its interest in the Company (including, without limitation, the right to receive distributions and allocations of profits and losses) as it may determine in its sole discretion.

(b)           In the event of any transfer of all or any part of an interest in the Company in accordance with Section 13(a), the transferee shall be deemed, and shall be admitted as, a substitute Member upon the transferee’s execution and delivery to the Company of a counterpart of this Agreement, evidencing the transferee’s agreement to be bound by all of the terms and conditions of this Agreement.  Any such transferee may be admitted to the Company as a Member and may receive interest in the Company without making a contribution or being obligated to make a contribution to the Company.

14.          Admission of Additional Members.  The Member may admit additional persons as members in the Company on such terms and conditions as the Member may determine.

15.          Liability of Members.  The members of the Company shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

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16.          Exculpation and Indemnification.

(a)           Notwithstanding any other term of this Agreement, whether express or implied, or obligation or duty at law or in equity, neither the Member nor (if any) any of its officers, directors, partners, employees, representatives or agents nor any director, officer, employee, representative or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any member thereof for any act or omission taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person; provided that such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence.

(b)           To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of the Covered Person’s management of the affairs of the Company or which relates to or arises out of the Company, its property, business or affairs.  A Covered Person shall not be entitled to indemnification under this Section 16 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence.  To the fullest extent permitted by the Act, expenses (including legal fees) incurred by a Covered Person in defending any such claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 16.

17.          Books and Records; Fiscal Year.  Proper and complete records and books of account shall be kept by the Company in which shall be entered fully and accurately all transactions and other matters relative to the Company’s business as are usually entered into records and books of account maintained by Persons engaged in businesses of a like character.  The Company books and records shall be kept in a manner determined by the Member in its sole discretion to be most beneficial for the Company.  The fiscal year of the Company (the “Fiscal Year”) shall be the calendar year; provided, however, that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

18.          Dissolution.  The Company shall be dissolved upon the earlier of (a) the election to dissolve the Company by the Member or (b) as otherwise required under the Act.

19.          Distribution of Assets Upon Dissolution.  Upon the dissolution of the Company, the assets of the Company shall be distributed to the Company’s creditors and the Member as required by the Act.

20.          Severability of Provisions.  Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to

4

be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.          Governing Law.  This Agreement shall be governed by, and construed under, the law of the State of Delaware (without regard to conflict of laws principles thereof).

22.          Amendments.  This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has caused this Agreement to be executed by its duly authorized representative as of the date above first written.

CIFC CAPITAL HF LLC
	By: CIFC Corp., its sole member
/s/ Julian Weldon
Name:		Julian Weldon
Title:		Secretary and General Counsel

[CIFC Senior Secured Corporate Loan Fund GP LLC — A&R LLC Agreement]

EX-3.50

Exhibit 3.50

CERTIFICATE OF FORMATION

OF

CIFC TACTICAL INCOME FUND GP LLC

This Certificate of Formation of CIFC Tactical Income Fund GP LLC, dated as of October 25, 2013, is being duly executed and filed by the undersigned as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq.).

FIRST.  The name of the limited liability company formed hereby is CIFC Tactical Income Fund GP LLC (the “Company”).

SECOND.  The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

THIRD.  The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Robert Milton
Name:	Robert C. Milton III
Title:	Authorized Person

EX-3.51

Exhibit 3.51

SECOND AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

CIFC TACTICAL INCOME FUND GP LLC

This Second Amended and Restated Limited Liability Company Agreement, dated as of August 7, 2015 (this “Agreement”), of CIFC Tactical Income Fund GP LLC (the “Company”) is entered into by CIFC Capital HF LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

WHEREAS, this Agreement amends and restates in its entirety the Amended and Restated Limited Liability Company Agreement, dated January 1, 2014, of the Company; and

WHEREAS, the Member desires to enter into this Agreement on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Member agrees as follows:

1.             Name.  The name of the Company is CIFC Tactical Income Fund GP LLC.

2.             Formation of the Company.  The Company was formed as a Delaware limited liability company pursuant to a Certificate of Formation filed with the Secretary of State of Delaware on October 25, 2013.  The term of the Company shall continue until the Company is terminated in accordance with the provisions of this Agreement.

3.             Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

4.             Principal Place of Business.  The location of the principal place of business of the Company shall be 250 Park Avenue, 4th Floor, New York, New York 10177, or such other location as may be determined by the Member.

5.             Registered Office and Agent.  The registered office of the Company shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19908.  The name of the registered agent of the Company at such address is Corporation Service Company.

6.             Member.  The name and mailing address of the Member is as follows:

Name	Mailing Address
CIFC CAPITAL HF LLC	250 Park Avenue, 4th Floor New York, NY 10177 Attention: General Counsel’s Office

7.             Management.  The business and affairs of the Company shall be managed by, and under the direction of, the Member.  The Member shall have the authority to exercise all powers necessary and convenient for the purposes of the Company in the name and on behalf of the Company and shall be authorized in the name and on behalf of the Company to approve, execute and deliver any and all agreements, instruments, certificates or other documents.  Without limiting the foregoing grant of authority, the Member shall accomplish all filing, recording, publishing and other acts necessary or appropriate for compliance with all requirements for operation of the Company as a limited liability company under this Agreement and the Act and under all other laws of the State of Delaware and such other jurisdictions in which the Company determines that it may conduct business.

8.             Officers.

(a)           The Member may, but shall have no obligation to, elect one or more officers to supervise operations of the Company on a day-to-day basis.  The Member shall determine the powers, duties and salaries of such officers and the other relevant terms and conditions regarding such offices.  Any number of offices may be held by the same person.  As of the date hereof, the officers of the Company shall be the persons listed below:

Name	Office
Steve Vaccaro	Co-President & Chief Investment Officer
Oliver Wriedt	Co-President
Julian Weldon	General Counsel, Secretary, Chief Compliance Officer & Head of Corporate Strategy
Rahul N. Agarwal	Chief Financial Officer

(b)           Each officer shall hold office until a successor has been selected and qualified or until his or her earlier death, incapacity, resignation, or removal.  Any officer may resign at any time upon written notice to the Company.  The resignation shall be effective upon receipt thereof by the Company or at such subsequent time as may be specified in the notice of resignation.

(c)           The Member may from time to time elect such other officers and appoint such committees, employees, or other agents as the business of the Company may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Member may from time to time determine.

2

(d)           Any officer or agent of the Company may be removed by the Member with or without cause.  The removal shall be without prejudice to the contract rights, if any, of any person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

(e)           A vacancy in any office because of death, incapacity, resignation, removal, disqualification, or any other cause, may be filled by the Member.

9.             Capital Contributions.  The Member may make such contributions from time to time to the Company as the Member may from time to time determine or as may be required by the Act.

10.          Maintenance of Capital Accounts.  A capital account shall be established and maintained in the Company’s books for the Member.

11.          Allocation of Profits and Losses.  All of the profits and losses of the Company shall be allocated to the Member.

12.          Allocation and Making of Distributions.  All distributions of cash or other assets of the Company shall be allocated to the Member.  Subject to any applicable requirements of the Act, distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.          Transfers of Interests.

(a)           The Member may sell, transfer, assign, exchange, mortgage, pledge, grant a security interest in, or otherwise dispose of or encumber all or any part of its interest in the Company (including, without limitation, the right to receive distributions and allocations of profits and losses) as it may determine in its sole discretion.

(b)           In the event of any transfer of all or any part of an interest in the Company in accordance with Section 13(a), the transferee shall be deemed, and shall be admitted as, a substitute Member upon the transferee’s execution and delivery to the Company of a counterpart of this Agreement, evidencing the transferee’s agreement to be bound by all of the terms and conditions of this Agreement.  Any such transferee may be admitted to the Company as a Member and may receive interest in the Company without making a contribution or being obligated to make a contribution to the Company.

14.          Admission of Additional Members.  The Member may admit additional persons as members in the Company on such terms and conditions as the Member may determine.

15.          Liability of Members.  The members of the Company shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

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16.          Exculpation and Indemnification.

(a)           Notwithstanding any other term of this Agreement, whether express or implied, or obligation or duty at law or in equity, neither the Member nor (if any) any of its officers, directors, partners, employees, representatives or agents nor any director, officer, employee, representative or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any member thereof for any act or omission taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person; provided that such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence.

(b)           To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of the Covered Person’s management of the affairs of the Company or which relates to or arises out of the Company, its property, business or affairs.  A Covered Person shall not be entitled to indemnification under this Section 16 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence.  To the fullest extent permitted by the Act, expenses (including legal fees) incurred by a Covered Person in defending any such claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 16.

17.          Books and Records; Fiscal Year.  Proper and complete records and books of account shall be kept by the Company in which shall be entered fully and accurately all transactions and other matters relative to the Company’s business as are usually entered into records and books of account maintained by Persons engaged in businesses of a like character.  The Company books and records shall be kept in a manner determined by the Member in its sole discretion to be most beneficial for the Company.  The fiscal year of the Company (the “Fiscal Year”) shall be the calendar year; provided, however, that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

18.          Dissolution.  The Company shall be dissolved upon the earlier of (a) the election to dissolve the Company by the Member or (b) as otherwise required under the Act.

19.          Distribution of Assets Upon Dissolution.  Upon the dissolution of the Company, the assets of the Company shall be distributed to the Company’s creditors and the Member as required by the Act.

20.          Severability of Provisions.  Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to

4

be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.          Governing Law.  This Agreement shall be governed by, and construed under, the law of the State of Delaware (without regard to conflict of laws principles thereof).

22.          Amendments.  This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Remainder of page intentionally left blank]

5

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has caused this Agreement to be executed by its duly authorized representative as of the date above first written.

CIFC CAPITAL HF LLC
	By: CIFC Corp., its sole member
/s/ Julian Weldon
Name: Julian Weldon
Title:   Secretary and General Counsel

[CIFC Tactical Income Fund GP LLC — Second A&R LLC Agreement]

EX-3.52

Exhibit 3.52

STATE of DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE of FORMATION

FIRST:  The name of the limited liability company is Columbus Nova Credit Investments Management, LLC.

SECOND:  The address of the registered office of the LLC in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

THIRD:  The name and address of the registered agent for service of process on the LLC in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Columbus Nova Credit Investments Management, LLC this 5th day of January, 2006.

By:	/s/ Dale C. Van Demark, Esq.
	Name: Dale C. Van Demark, Esq.
	Title:   Authorized Person

EX-3.53

Exhibit 3.53

SEVENTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

COLUMBUS NOVA CREDIT INVESTMENTS MANAGEMENT, LLC

This Seventh Amended and Restated Limited Liability Company Agreement, dated as of August 7, 2015 (this “Agreement”), of Columbus Nova Credit Investments Management, LLC (the “Company”) is entered into by CIFC Asset Management Holdings LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

WHEREAS, this Agreement amends and restates in its entirety the Sixth Amended and Restated Limited Liability Company Agreement, dated as of April 14, 2015 of the Company; and

WHEREAS, the Member desires to enter into this Agreement on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Member agrees as follows:

1.             Name.  The name of the Company is Columbus Nova Credit Investments Management, LLC.

2.             Formation of the Company.  The Company was formed as a Delaware limited liability company pursuant to a Certificate of Formation filed with the Secretary of State of Delaware on January 5, 2006.  The term of the Company shall continue until the Company is terminated in accordance with the provisions of this Agreement.

3.             Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

4.             Principal Place of Business.  The location of the principal place of business of the Company shall be 250 Park Avenue, 4th Floor, New York, New York 10177, or such other location as may be determined by the Member.

5.             Registered Office and Agent.  The registered office of the Company shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19908.  The name of the registered agent of the Company at such address is Corporation Service Company.

6.             Member.  The name and mailing address of the Member is as follows:

Name	Mailing Address
CIFC Asset Management Holdings LLC	250 Park Avenue, 4th Floor New York, NY 10177 Attention: General Counsel’s Office

7.             Management.  The business and affairs of the Company shall be managed by, and under the direction of, the Member.  The Member shall have the authority to exercise all powers necessary and convenient for the purposes of the Company in the name and on behalf of the Company and shall be authorized in the name and on behalf of the Company to approve, execute and deliver any and all agreements, instruments, certificates or other documents.  Without limiting the foregoing grant of authority, the Member shall accomplish all filing, recording, publishing and other acts necessary or appropriate for compliance with all requirements for operation of the Company as a limited liability company under this Agreement and the Act and under all other laws of the State of Delaware and such other jurisdictions in which the Company determines that it may conduct business.

8.             Officers.

(a)           The Member may, but shall have no obligation to, elect one or more officers to supervise operations of the Company on a day-to-day basis.  The Member shall determine the powers, duties and salaries of such officers and the other relevant terms and conditions regarding such offices.  Any number of offices may be held by the same person.  As of the date hereof, the officers of the Company shall be the persons listed below:

Name	Office
Steve Vaccaro	Co-President and Chief Investment Officer
Oliver Wriedt	Co-President
Julian Weldon	General Counsel, Secretary, Chief Compliance Officer & Head of Corporate Strategy
Rahul N. Agarwal	Chief Financial Officer

(b)           Each officer shall hold office until a successor has been selected and qualified or until his or her earlier death, incapacity, resignation, or removal.  Any officer may resign at any time upon written notice to the Company.  The resignation shall be effective upon receipt thereof by the Company or at such subsequent time as may be specified in the notice of resignation.

(c)           The Member may from time to time elect such other officers and appoint such committees, employees, or other agents as the business of the Company may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Member may from time to time determine.

2

(d)           Any officer or agent of the Company may be removed by the Member with or without cause.  The removal shall be without prejudice to the contract rights, if any, of any person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

(e)           A vacancy in any office because of death, incapacity, resignation, removal, disqualification, or any other cause, may be filled by the Member.

9.             Capital Contributions.  The Member may make such contributions from time to time to the Company as the Member may from time to time determine or as may be required by the Act.

10.          Maintenance of Capital Accounts.  A capital account shall be established and maintained in the Company’s books for the Member.

11.          Allocation of Profits and Losses.  All of the profits and losses of the Company shall be allocated to the Member.

12.          Allocation and Making of Distributions.  All distributions of cash or other assets of the Company shall be allocated to the Member.  Subject to any applicable requirements of the Act, distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.          Transfers of Interests.

(a)           The Member may sell, transfer, assign, exchange, mortgage, pledge, grant a security interest in, or otherwise dispose of or encumber all or any part of its interest in the Company (including, without limitation, the right to receive distributions and allocations of profits and losses) as it may determine in its sole discretion.

(b)           In the event of any transfer of all or any part of an interest in the Company in accordance with Section 13(a), the transferee shall be deemed, and shall be admitted as, a substitute Member upon the transferee’s execution and delivery to the Company of a counterpart of this Agreement, evidencing the transferee’s agreement to be bound by all of the terms and conditions of this Agreement.  Any such transferee may be admitted to the Company as a Member and may receive interest in the Company without making a contribution or being obligated to make a contribution to the Company.

14.          Admission of Additional Members.  The Member may admit additional persons as members in the Company on such terms and conditions as the Member may determine.

15.          Liability of Members.  The members of the Company shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

3

16.          Exculpation and Indemnification.

(a)           Notwithstanding any other term of this Agreement, whether express or implied, or obligation or duty at law or in equity, neither the Member nor (if any) any of its officers, directors, partners, employees, representatives or agents nor any director, officer, employee, representative or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any member thereof for any act or omission taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person; provided that such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence.

(b)           To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of the Covered Person’s management of the affairs of the Company or which relates to or arises out of the Company, its property, business or affairs.  A Covered Person shall not be entitled to indemnification under this Section 16 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence.  To the fullest extent permitted by the Act, expenses (including legal fees) incurred by a Covered Person in defending any such claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 16.

17.          Books and Records; Fiscal Year.  Proper and complete records and books of account shall be kept by the Company in which shall be entered fully and accurately all transactions and other matters relative to the Company’s business as are usually entered into records and books of account maintained by Persons engaged in businesses of a like character.  The Company books and records shall be kept in a manner determined by the Member in its sole discretion to be most beneficial for the Company.  The fiscal year of the Company (the “Fiscal Year”) shall be the calendar year; provided, however, that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

18.          Dissolution.  The Company shall be dissolved upon the earlier of (a) the election to dissolve the Company by the Member or (b) as otherwise required under the Act.

19.          Distribution of Assets Upon Dissolution.  Upon the dissolution of the Company, the assets of the Company shall be distributed to the Company’s creditors and the Member as required by the Act.

20.          Severability of Provisions.  Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to

4

be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.          Governing Law.  This Agreement shall be governed by, and construed under, the law of the State of Delaware (without regard to conflict of laws principles thereof).

22.          Amendments.  This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Remainder of the page intentionally left blank]

5

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has caused this Agreement to be executed by its duly authorized representative as of the date above first written.

CIFC ASSET MANAGEMENT HOLDINGS LLC
	By: CIFC Corp., its sole member
/s/ Julian Weldon
Name:	Julian Weldon
Title:	Secretary

[Columbus Nova Credit Investments Management, LLC — Seventh A&R LLC Agreement]

EX-3.54

Exhibit 3.54

STATE OF DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE OF FORMATION

August 18, 2009

This Certificate of Formation of CypressTree Investment Management, LLC (the “Company”) is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act.

FIRST:                  The name of the limited liability company is CypressTree Investment Management, LLC.

SECOND:             The registered office of the limited liability company is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, in the County of New Castle, in the State of Delaware, 19808. The name of its registered agent at that address is Corporation Service Company.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on the date first written above.

/s/ Thomas W. Jasper

Thomas W. Jasper

Authorized Person

Signature Page to Certificate of Formation

STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A LIMITED LIABILITY PARTNERSHIP TO A
LIMITED LIABILITY COMPANY PURSUANT TO
SECTION 18-214 OF THE LIMITED LIABILITY ACT

August 18, 2009

This Certificate of Conversion is being duly executed and filed by Thomas W. Jasper, as an authorized officer of CypressTree Investment Management, LLP, a Delaware limited liability partnership (the “Partnership”), to convert the Partnership to a limited liability company formed under the laws of the State of Delaware known as CypressTree Investment Management, LLC (the “Company”), in accordance with the Revised Uniform Partnership Act of the State of Delaware and the Limited Liability Company Act of the State of Delaware.

1.             The jurisdiction where the Partnership was first formed is Delaware.

2.             The jurisdiction of the Partnership immediately prior to filing this Certificate is Delaware.

3.             The Partnership was first formed on July 2, 2007.

4.             The name of the Partnership immediately prior to filing this Certificate is CypressTree Investment Management, LLP.

5.             The name of the Company as set forth in the Certificate of Formation is CypressTree Investment Management, LLC.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion on the date first written above.

CYPRESSTREE INVESTMENT
MANAGEMENT, LLP
By:	/s/ Thomas W. Jasper
	Thomas W. Jasper
	Chief Executive Officer

Signature Page to Certificate of Conversion

STATE OF DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE OF FORMATION

August 18, 2009

This Certificate of Formation of CypressTree Investment Management, LLC (the “Company”) is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act.

FIRST:                  The name of the limited liability company is CypressTree Investment Management, LLC.

SECOND:             The registered office of the limited liability company is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, in the County of New Castle, in the State of Delaware, 19808.  The name of its registered agent at that address is Corporation Service Company.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on the date first written above.

/s/ Thomas W. Jasper

Thomas W. Jasper

Authorized Person

Signature Page to Certificate of Formation

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
CIFC MERGER SUB, LLC
WITH AND INTO
CYPRESSTREE INVESTMENT MANAGEMENT, LLC

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned limited liability company executed the following Certificate of Merger:

FIRST:The name of the surviving limited liability company is CypressTree Investment Management, LLC, a Delaware limited liability company (the “Surviving Company”), and the name of the limited liability company being merged into the Surviving Company is CIFC Merger Sub, LLC, a Delaware limited liability company (“MergerLLC”),

SECOND:The Agreement and Plan of Merger has been approved and executed by the Surviving Company and MergerLLC.

THIRD:The name of the Surviving Company shall be CypressTree Investment Management, LLC.

FOURTH:The merger is to become effective upon the filing of this Certificate of Merger.

FIFTH:The Agreement and Plan of Merger is on file at the place of business of the Surviving Company at 250 Park Avenue, 5th Floor, New York, New York 10177.

SIXTH:A copy of the Agreement and Plan of Merger will be furnished by the Surviving Company upon request, without cost, to any member of any constituent limited liability company.

IN WITNESS WHEREOF, said limited liability company has caused this certificate to be signed by an authorized officer, the 1st day of December, 2010.

CYPRESSTREE INVESTMENT MANAGEMENT,
LLC
By:	/s/ Vincent B. Tritto
	Name: Vincent B. Tritto
	Title: General Counsel

EX-3.55

Exhibit 3.55

SIXTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

CYPRESSTREE INVESTMENT MANAGEMENT, LLC

This Sixth Amended and Restated Limited Liability Company Agreement, dated as of August 7, 2015 (this “Agreement”), of CypressTree Investment Management, LLC (the “Company”) is entered into by CIFC Asset Management Holdings LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

WHEREAS, this Agreement amends and restates in its entirety the Fifth Amended and Restated Limited Liability Company Agreement, dated as of April 15, 2015 of the Company; and

WHEREAS, the Member desires to enter into this Agreement on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Member agrees as follows:

1.             Name.  The name of the Company is CypressTree Investment Management, LLC.

2.             Formation of the Company.  The Company was formed as a Delaware limited liability company pursuant to a Certificate of Formation filed with the Secretary of State of Delaware on July 2, 2007.  The term of the Company shall continue until the Company is terminated in accordance with the provisions of this Agreement.

3.             Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

4.             Principal Place of Business.  The location of the principal place of business of the Company shall be 250 Park Avenue, 4th Floor, New York, New York 10177, or such other location as may be determined by the Member.

5.             Registered Office and Agent.  The registered office of the Company shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19908.  The name of the registered agent of the Company at such address is Corporation Service Company.

6.             Member.  The name and mailing address of the Member is as follows:

Name	Mailing Address
CIFC Asset Management Holdings LLC	250 Park Avenue, 4th Floor New York, NY 10177 Attention: General Counsel’s Office

7.             Management.  The business and affairs of the Company shall be managed by, and under the direction of, the Member.  The Member shall have the authority to exercise all powers necessary and convenient for the purposes of the Company in the name and on behalf of the Company and shall be authorized in the name and on behalf of the Company to approve, execute and deliver any and all agreements, instruments, certificates or other documents.  Without limiting the foregoing grant of authority, the Member shall accomplish all filing, recording, publishing and other acts necessary or appropriate for compliance with all requirements for operation of the Company as a limited liability company under this Agreement and the Act and under all other laws of the State of Delaware and such other jurisdictions in which the Company determines that it may conduct business.

8.             Officers.

(a)           The Member may, but shall have no obligation to, elect one or more officers to supervise operations of the Company on a day-to-day basis.  The Member shall determine the powers, duties and salaries of such officers and the other relevant terms and conditions regarding such offices.  Any number of offices may be held by the same person.  As of the date hereof, the officers of the Company shall be the persons listed below:

Name	Office
Steve Vaccaro	Co-President and Chief Investment Officer
Oliver Wriedt	Co-President
Julian Weldon	General Counsel, Secretary, Chief Compliance Officer & Head of Corporate Strategy
Rahul N. Agarwal	Chief Financial Officer

(b)           Each officer shall hold office until a successor has been selected and qualified or until his or her earlier death, incapacity, resignation, or removal.  Any officer may resign at any time upon written notice to the Company.  The resignation shall be effective upon receipt thereof by the Company or at such subsequent time as may be specified in the notice of resignation.

(c)           The Member may from time to time elect such other officers and appoint such committees, employees, or other agents as the business of the Company may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Member may from time to time determine.

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(d)           Any officer or agent of the Company may be removed by the Member with or without cause.  The removal shall be without prejudice to the contract rights, if any, of any person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

(e)           A vacancy in any office because of death, incapacity, resignation, removal, disqualification, or any other cause, may be filled by the Member.

9.             Capital Contributions.  The Member may make such contributions from time to time to the Company as the Member may from time to time determine or as may be required by the Act.

10.          Maintenance of Capital Accounts.  A capital account shall be established and maintained in the Company’s books for the Member.

11.          Allocation of Profits and Losses.  All of the profits and losses of the Company shall be allocated to the Member.

12.          Allocation and Making of Distributions.  All distributions of cash or other assets of the Company shall be allocated to the Member.  Subject to any applicable requirements of the Act, distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.          Transfers of Interests.

(a)           The Member may sell, transfer, assign, exchange, mortgage, pledge, grant a security interest in, or otherwise dispose of or encumber all or any part of its interest in the Company (including, without limitation, the right to receive distributions and allocations of profits and losses) as it may determine in its sole discretion.

(b)           In the event of any transfer of all or any part of an interest in the Company in accordance with Section 13(a), the transferee shall be deemed, and shall be admitted as, a substitute Member upon the transferee’s execution and delivery to the Company of a counterpart of this Agreement, evidencing the transferee’s agreement to be bound by all of the terms and conditions of this Agreement.  Any such transferee may be admitted to the Company as a Member and may receive interest in the Company without making a contribution or being obligated to make a contribution to the Company.

14.          Admission of Additional Members.  The Member may admit additional persons as members in the Company on such terms and conditions as the Member may determine.

15.          Liability of Members.  The members of the Company shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

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16.          Exculpation and Indemnification.

(a)           Notwithstanding any other term of this Agreement, whether express or implied, or obligation or duty at law or in equity, neither the Member nor (if any) any of its officers, directors, partners, employees, representatives or agents nor any director, officer, employee, representative or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any member thereof for any act or omission taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person; provided that such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence.

(b)           To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of the Covered Person’s management of the affairs of the Company or which relates to or arises out of the Company, its property, business or affairs.  A Covered Person shall not be entitled to indemnification under this Section 16 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence.  To the fullest extent permitted by the Act, expenses (including legal fees) incurred by a Covered Person in defending any such claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 16.

17.          Books and Records; Fiscal Year.  Proper and complete records and books of account shall be kept by the Company in which shall be entered fully and accurately all transactions and other matters relative to the Company’s business as are usually entered into records and books of account maintained by Persons engaged in businesses of a like character.  The Company books and records shall be kept in a manner determined by the Member in its sole discretion to be most beneficial for the Company.  The fiscal year of the Company (the “Fiscal Year”) shall be the calendar year; provided, however, that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

18.          Dissolution.  The Company shall be dissolved upon the earlier of (a) the election to dissolve the Company by the Member or (b) as otherwise required under the Act.

19.          Distribution of Assets Upon Dissolution.  Upon the dissolution of the Company, the assets of the Company shall be distributed to the Company’s creditors and the Member as required by the Act.

20.          Severability of Provisions.  Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to

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be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.          Governing Law.  This Agreement shall be governed by, and construed under, the law of the State of Delaware (without regard to conflict of laws principles thereof).

22.          Amendments.  This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Remainder of the page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has caused this Agreement to be executed by its duly authorized representative as of the date above first written.

CIFC ASSET MANAGEMENT HOLDINGS LLC
	By: CIFC Corp., its sole member
		/s/ Julian Weldon
Name:		Julian Weldon
Title:		Secretary

[CypressTree Investment Management, LLC — Sixth A&R LLC Agreement]

EX-3.56

Exhibit 3.56

CERTIFICATE OF FORMATION

OF

SPRINGFIELD ASSET MANAGEMENT, L.L.C.

This Certificate of Formation of Springfield Asset Management, L.L.C. (the “LLC”), dated December 27, 1996, is being duly executed and filed by Teresa Ramirez, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.).

FIRST.  The name of the limited liability company formed hereby is:

Springfield Asset Management, L.L.C.

SECOND.  The address of the registered office of the LLC in the State of Delaware is:

1013 Centre Road, New Castle County, Wilmington, Delaware 19805.

THIRD.  The name and address of the registered agent for service of process on the LLC in the State of Delaware is:

1013 Centre Road, New Castle County, Wilmington, Delaware 19805. The name of the company’s registered agent for service of process in the State of Delaware at such address is       Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Teresa Ramirez

Teresa Ramirez

Authorized Person

December 30, 1996

Secretary of the State of Delaware
Department of State
John G. Townsend Building
Duke of York Street
Dover, Delaware 19901

Re:      Springfield Asset Management, L.L.C.

Dear Sir/Madam:

Please be advised that Springfield Asset Management, Inc. giving consent to the filing of the LLC referenced above for the use of this name in the State of Delaware.

/s/ Irene P. McCarthy

Irene P. McCarthy

Sole Incorporator

Certificate of Amendment to the
Certificate of Formation of
Springfield Asset Management, L.L.C.

Pursuant to Section 18-202 of the Delaware Limited Liability Company Act, the undersigned, being a Manager of Springfield Asset Management, L.L.C., a Delaware limited liability company, does hereby certify the following:

FIRST. The name of the limited liability company is:

Springfield Asset Management, L.L.C.

SECOND. The Certificate of Formation is hereby amended to read as follows:

FIRST:  The name of the limited liability company is:

Deerfield Capital Management LLC

IN WITNESS WHEREOF, the undersigned, being fully authorized to execute and file this document, has caused this Certificate of Amendment to the Certificate of Formation of Springfield Asset Management, L.L.C. to be signed this 27th day of September, 2000.

/s/ Marvin Shrear

Marvin Shrear, Manager

EX-3.57

Exhibit 3.57

SEVENTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

DEERFIELD CAPITAL MANAGEMENT LLC

This Seventh Amended and Restated Limited Liability Company Agreement, dated as of August 7, 2015 (this “Agreement”), of Deerfield Capital Management LLC (the “Company”) is entered into by Deerfield & Company LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

WHEREAS, this Agreement amends and restates in its entirety the Sixth Amended and Restated Limited Liability Company Agreement, dated as of February 25, 2014 of the Company; and

WHEREAS, the Member desires to enter into this Agreement on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Member agrees as follows:

1.             Name.  The name of the Company is Deerfield Capital Management LLC.

2.             Formation of the Company.  The Company was formed as a Delaware limited liability company pursuant to a Certificate of Formation filed with the Secretary of State of Delaware on December 27, 1996.  The term of the Company shall continue until the Company is terminated in accordance with the provisions of this Agreement.

3.             Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

4.             Principal Place of Business.  The location of the principal place of business of the Company shall be 250 Park Avenue, 4th Floor, New York, New York 10177, or such other location as may be determined by the Member.

5.             Registered Office and Agent.  The registered office of the Company shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19908.  The name of the registered agent of the Company at such address is Corporation Service Company.

6.             Member.  The name and mailing address of the Member is as follows:

Name	Mailing Address
Deerfield & Company LLC	250 Park Avenue, 4th Floor New York, NY 10177 Attention: General Counsel’s Office

7.             Management.  The business and affairs of the Company shall be managed by, and under the direction of, the Member.  The Member shall have the authority to exercise all powers necessary and convenient for the purposes of the Company in the name and on behalf of the Company and shall be authorized in the name and on behalf of the Company to approve, execute and deliver any and all agreements, instruments, certificates or other documents.  Without limiting the foregoing grant of authority, the Member shall accomplish all filing, recording, publishing and other acts necessary or appropriate for compliance with all requirements for operation of the Company as a limited liability company under this Agreement and the Act and under all other laws of the State of Delaware and such other jurisdictions in which the Company determines that it may conduct business.

8.             Officers.

(a)           The Member may, but shall have no obligation to, elect one or more officers to supervise operations of the Company on a day-to-day basis.  The Member shall determine the powers, duties and salaries of such officers and the other relevant terms and conditions regarding such offices.  Any number of offices may be held by the same person.  As of the date hereof, the officers of the Company shall be the persons listed below:

Name	Office
Steve Vaccaro	Co-President and Chief Investment Officer
Oliver Wriedt	Co-President and Head of Capital Markets & Distribution
Julian Weldon	General Counsel, Secretary, Chief Compliance Officer & Head of Corporate Strategy
Rahul N. Agarwal	Chief Financial Officer

(b)           Each officer shall hold office until a successor has been selected and qualified or until his or her earlier death, incapacity, resignation, or removal.  Any officer may resign at any time upon written notice to the Company.  The resignation shall be effective upon receipt thereof by the Company or at such subsequent time as may be specified in the notice of resignation.

(c)           The Member may from time to time elect such other officers and appoint such committees, employees, or other agents as the business of the Company may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Member may from time to time determine.

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(d)           Any officer or agent of the Company may be removed by the Member with or without cause.  The removal shall be without prejudice to the contract rights, if any, of any person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

(e)           A vacancy in any office because of death, incapacity, resignation, removal, disqualification, or any other cause, may be filled by the Member.

9.             Capital Contributions.  The Member may make such contributions from time to time to the Company as the Member may from time to time determine or as may be required by the Act.

10.          Maintenance of Capital Accounts.  A capital account shall be established and maintained in the Company’s books for the Member.

11.          Allocation of Profits and Losses.  All of the profits and losses of the Company shall be allocated to the Member.

12.          Allocation and Making of Distributions.  All distributions of cash or other assets of the Company shall be allocated to the Member.  Subject to any applicable requirements of the Act, distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.          Transfers of Interests.

(a)           The Member may sell, transfer, assign, exchange, mortgage, pledge, grant a security interest in, or otherwise dispose of or encumber all or any part of its interest in the Company (including, without limitation, the right to receive distributions and allocations of profits and losses) as it may determine in its sole discretion.

(b)           In the event of any transfer of all or any part of an interest in the Company in accordance with Section 13(a), the transferee shall be deemed, and shall be admitted as, a substitute Member upon the transferee’s execution and delivery to the Company of a counterpart of this Agreement, evidencing the transferee’s agreement to be bound by all of the terms and conditions of this Agreement.  Any such transferee may be admitted to the Company as a Member and may receive interest in the Company without making a contribution or being obligated to make a contribution to the Company.

14.          Admission of Additional Members.  The Member may admit additional persons as members in the Company on such terms and conditions as the Member may determine.

15.          Liability of Members.  The members of the Company shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

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16.          Exculpation and Indemnification.

(a)           Notwithstanding any other term of this Agreement, whether express or implied, or obligation or duty at law or in equity, neither the Member nor (if any) any of its officers, directors, partners, employees, representatives or agents nor any director, officer, employee, representative or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any member thereof for any act or omission taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person; provided that such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence.

(b)           To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of the Covered Person’s management of the affairs of the Company or which relates to or arises out of the Company, its property, business or affairs.  A Covered Person shall not be entitled to indemnification under this Section 16 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence.  To the fullest extent permitted by the Act, expenses (including legal fees) incurred by a Covered Person in defending any such claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 16.

17.          Books and Records; Fiscal Year.  Proper and complete records and books of account shall be kept by the Company in which shall be entered fully and accurately all transactions and other matters relative to the Company’s business as are usually entered into records and books of account maintained by Persons engaged in businesses of a like character.  The Company books and records shall be kept in a manner determined by the Member in its sole discretion to be most beneficial for the Company.  The fiscal year of the Company (the “Fiscal Year”) shall be the calendar year; provided, however, that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

18.          Dissolution.  The Company shall be dissolved upon the earlier of (a) the election to dissolve the Company by the Member or (b) as otherwise required under the Act.

19.          Distribution of Assets Upon Dissolution.  Upon the dissolution of the Company, the assets of the Company shall be distributed to the Company’s creditors and the Member as required by the Act.

20.          Severability of Provisions.  Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to

4

be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.          Governing Law.  This Agreement shall be governed by, and construed under, the law of the State of Delaware (without regard to conflict of laws principles thereof).

22.          Amendments.  This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Remainder of the page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has caused this Agreement to be executed by its duly authorized representative as of the date above first written.

DEERFIELD & COMPANY LLC
By:  CIFC Capital Holdco LLC, its sole member
By:  CIFC Corp., its sole member
/s/ Julian Weldon
Name:	Julian Weldon
Title:	Secretary and General Counsel

[Deerfield Capital Management LLC — Seventh A&R LLC Agreement]

EX-4.6

Exhibit 4.6

EXECUTION VERSION

SUPPLEMENTAL INDENTURE

This SUPPLEMENTAL INDENTURE, dated as of April 4th, 2016 (the “Supplemental Indenture”), is among CIFC Corp., a Delaware corporation (the “Issuer”); CIFC Holdings I LLC, a Delaware limited liability company, CIFC Holdings II Sub LLC, a Delaware limited liability company, and CIFC Holdings III Sub LLC, a Delaware limited liability company (each a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”); and U.S. Bank National Association, as Trustee (“Trustee”).

RECITALS

WHEREAS, the Issuer and certain of its subsidiaries have heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “Indenture”), dated as of November 2, 2015, providing for the issuance of 8.50% Senior Secured Notes due 2025 (the “Notes”);

WHEREAS, Section 4.19 of the Indenture provides that if any person becomes a Restricted Entity, following the Proposed PTP Conversion, the PTP Parent will, subject to certain exceptions, cause those Restricted Entities to become Guarantors by executing a supplemental indenture;

WHEREAS, the Issuer proposes to enter into this Supplemental Indenture to amend the Indenture by adding the Guaranteeing Subsidiaries as Guarantors of the Notes pursuant to the Indenture (the “Amendment”);

WHEREAS, pursuant to Section 9.1 of the Indenture, the Issuer and the Trustee may amend or supplement the Indenture and the Notes as contemplated by this Supplemental Indenture;

WHEREAS, the Issuer has done all things necessary or advisable to make this Supplemental Indenture a valid agreement of the Issuer in accordance with the terms of the Indenture and has satisfied all other conditions required under Article 9 of the Indenture;

WHEREAS, pursuant to Section 9.6, the Trustee is authorized to execute and deliver this Supplemental Indenture;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, in order to effect the Amendment, the Issuer and the Guaranteeing Subsidiaries agree with the Trustee as follows:

1.Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.Agreement to Guarantee.  The Guaranteeing Subsidiaries hereby agree to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture including but not limited to Article XI thereof.

3.No Recourse Against Others.  No director, officer, employee, incorporator or stockholder of the Issuer or any Guaranteeing Subsidiary, as such, will have any liability for any obligations of the Issuer or the Guaranteeing Subsidiaries or other Guarantors under the Notes, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of Notes by accepting a Note waives and releases all such liability.  The waiver

and release are part of the consideration for the issuance of the Notes.  The waiver may not be effective to waive liabilities under the federal securities laws.

4.NEW YORK LAW TO GOVERN.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The parties to this Supplemental Indenture each hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in the City of New York in any action or proceeding arising out of or relating to this Supplemental Indenture, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court and hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Nothing herein shall affect the right of the Trustee or any Holder of the Notes to serve process in any manner permitted by law. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS SUPPLEMENTAL INDENTURE.

5.Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

7.Effect of Headings.  The section headings herein are for convenience only and shall not affect the construction hereof.

8.The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficient of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the Guaranteeing Subsidiaries.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed all as of the date first written above.

CIFC CORP.
By:	/s/ Julian Weldon
	Name:	Julian Weldon
	Title:	General Counsel, Chief Compliance
	Officer and Head of Corporate Strategy
CIFC HOLDINGS I LLC
By:	CIFC LLC, its sole member
By:	/s/ Julian Weldon
	Name:	Julian Weldon
	Title:	General Counsel, Chief Compliance
	Officer and Head of Corporate Strategy
CIFC HOLDINGS II SUB LLC
By:	CIFC HOLDINGS II LLC, its managing member
By:	/s/ Julian Weldon
	Name:	Julian Weldon
	Title:	General Counsel, Chief Compliance
	Officer and Secretary
CIFC HOLDINGS III SUB LLC
By:	CIFC HOLDINGS III LLC, its managing member
By:	/s/ Julian Weldon
	Name:	Julian Weldon
	Title:	General Counsel, Chief Compliance
	Officer and Secretary

[Signature Page to Supplemental Indenture]

US BANK NATIONAL ASSOCIATION
By:	/s/ Karen R. Beard
	Name: Karen R. Beard
	Title: Vice President

[Signature Page to Supplemental Indenture]

EX-5.1

Exhibit 5.1

1095 Avenue of the Americas
New York, NY  10036-6797 +1  212  698  3500  Main +1  212  698  3599  Fax www.dechert.com

April 7, 2016

CIFC Corp.
Each of the guarantors set forth on Exhibit I
250 Park Avenue

Fourth Floor
New York, NY 10177

Re:          REGISTRATION STATEMENT ON FORM S-4

Ladies and Gentlemen:

We have acted as counsel to CIFC Corp., a Delaware corporation (the “Company”), and the guarantors listed on Exhibit I (the “Guarantors”)  in connection with the Company’s offer (the “Exchange Offer”) to exchange $40,000,000 aggregate principal amount of its 8.50% Senior Notes due 2025 (the “New Notes”) guaranteed by the Guarantors (the “New Guarantees” and, together with the New Notes, the “New Securities”) for any and all of its outstanding 8.50% Senior Notes due 2025 (the “Old Notes”) guaranteed by the Guarantors (the “Old Guarantees” and, together with the Old Notes, the “Old Securities”) pursuant to a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission on the date hereof. The Old Securities were issued and the New Securities are to be issued under an Indenture dated as of November 2, 2015 among the Company, the Guarantors and U.S. Bank National Association, as Trustee (the “Indenture”), as may be supplemented from time to time.

This opinion is being furnished to the Company in connection with the requirements of Items 601(b)(5) and 601(b)(8) of Regulation S-K under the Securities Act, and we express no opinion herein as to any matter pertaining to the contents of the Registration Statement or the prospectus that is a part of the Registration Statement, other than as expressly stated herein with respect to the New Securities.

As your counsel, we have examined such documents and such matters of fact and law as we have deemed necessary for the purpose of rendering the opinion expressed herein. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as original documents, the conformity to original documents of all documents submitted to us as copies, the legal capacity of natural persons who are signatories to the documents examined by us, the legal power and authority of all persons signing on behalf of parties to all documents and that the Trustee has duly authorized, executed and delivered the Indenture.

CIFC Corp. Each of the guarantors set forth on Exhibit I April 7, 2016 Page 2

Based on the foregoing, we are of the opinion that the New Securities, when duly executed, authenticated and delivered in exchange for the Old Securities in accordance with the terms of the Indenture and the Exchange Offer, will constitute a valid and legally binding obligation of the Company and each Guarantor.

The statements included in the Registration Statement under the caption “U.S. Federal Income Tax Considerations,” insofar as they purport to describe provisions of U.S. federal income tax law constitutes our opinion, subject to the qualifications set forth therein.

The foregoing opinion is subject to the following qualifications:

(a)           The opinion expressed herein is limited by principles of equity (regardless of whether considered in a proceeding in equity or at law) that may limit the availability of certain rights and remedies and do not reflect the effect of bankruptcy (including preferences), insolvency, fraudulent conveyance, receivership, reorganization, moratorium and other laws or decisions relating to or affecting debtors’ obligations or creditors’ rights generally and, as to rights of indemnification and contribution, by principles of public policy.  The opinions expressed above also do not reflect the effect of laws and equitable doctrines (including requirements that the parties to agreements act reasonably and in good faith and in a commercially reasonable manner, and give reasonable notice prior to exercising rights and remedies) or the effect of the exercise of discretion of the court before which any proceeding may be brought, which may limit the availability of any particular remedy but which will not, in our judgment, make the remedies available to the Trustee under the Indenture, taken as a whole, inadequate for the practical realization of the benefits provided for in the Indenture, except for the economic consequence of any delay that may be imposed thereby or result therefrom, and except that we express no opinion as to the rights of the Trustee to accelerate the due dates of any payment due thereunder or to exercise other remedies available to them on the happening of a non-material breach of any such document or agreement.

(b)           Without limiting the generality of the foregoing, we express no opinion with respect to:  (1) the availability of specific performance or other equitable remedies for noncompliance with any of the provisions contained in the Indenture; (2) the enforceability of provisions contained in the Indenture relating to the effect of laws which may be enacted in the future; (3) the enforceability of provisions in the Indenture purporting to waive the effect of applicable laws to the extent such waivers are prohibited by such applicable laws; (4) the effectiveness of any power-of-attorney given under the Indenture that is intended to bind successors and assigns that have not granted such powers by a power-of-attorney specifically executed by them; (5) provisions in the Indenture related to waivers of remedies (or the delay or

CIFC Corp. Each of the guarantors set forth on Exhibit I April 7, 2016 Page 3

omission of enforcement thereof), disclaimers, liability limitations or limitations on the obligations of the Trustee in circumstances in which a failure of condition or default by any party is not material; (6) the indemnification and contribution provisions of the Indenture if and to the extent that such provisions contravene public policy or might require indemnification or payments with respect to any litigation against a party to the Indenture determined adversely to the other party(ies) to such litigation, or any loss, cost or expense arising out of an indemnified party’s bad faith, gross negligence or willful misconduct or any violation by an indemnified party of statutory duties, general principles of equity or public policy; (7) any self-help provisions in the Indenture; (8) provisions in the Indenture that purport to establish evidentiary standards; (9) provisions in the Indenture that provide that certain rights or obligations are absolute or unconditional (other than guarantees or letter of credit reimbursement obligations); (10) the right of the Trustee to set off against funds held in any account maintained with the Trustee by the Company or a Guarantor and which account is designated, or contains funds that such Trustee is aware have been set aside, for special purposes, such as payroll, trust and escrow accounts, or which funds are subject to special agreement between the Trustee and the Company or a Guarantor precluding or limiting rights to set off funds; (11) provisions in the Indenture that provide for the enforceability of the remaining terms and provisions of the Indenture in circumstances in which certain other terms and provisions of the Indenture are illegal or unenforceable; (12) provisions in the Indenture that restrict access to or waive legal or equitable remedies or access to courts; (13) provisions in the Indenture that affect or confer jurisdiction (other than on the courts of New York); (14) provisions in the Indenture that permit the Trustee to act in its sole discretion or to be exculpated from liability for its actions to the extent not permitted by law; (15) any provision of the Indenture that may be construed as a forfeiture or penalty; (16) any provision of the Indenture that purports to provide that the terms thereof may not be varied or waived except in writing or that the express terms thereof supersede any inconsistent course of performance and/or usage of the trade; or (17) the effect of the laws of any jurisdiction (other than New York) in which a holder of the New Notes is located that limits the interest, fees or other charges it may impose for the New Notes or use of money or other credit.

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York, the federal laws of the United States of America and the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the prospectus that is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

CIFC Corp. Each of the guarantors set forth on Exhibit I April 7, 2016 Page 4

Very truly yours,

/s/ Dechert LLP

Exhibit I

Guarantors

Name	Jurisdiction of Formation
CIFC Asset Management ESA LLC	Delaware
CIFC Asset Management Holdings LLC	Delaware
CIFC Asset Management KSA LLC	Delaware
CIFC Asset Management LLC	Delaware
CIFC Capital HoldCo LLC	Delaware
CIFC CLO Co-Investment Fund GP LLC	Delaware
CIFC CLO Co-Investment Fund II GP LLC	Delaware
CIFC CLO Warehouse Fund GP LLC	Delaware
CIFC Holdings I LLC	Delaware
CIFC Holdings II LLC	Delaware
CIFC Holdings II Sub LLC	Delaware
CIFC Holdings III LLC	Delaware
CIFC Holdings III Sub LLC	Delaware
CIFC Holdings III Member LLC	Delaware
CIFC LLC	Delaware
CIFC Master Fund Adviser LLC	Delaware
CIFC Member LLC	Delaware
CIFC Parthenon Loan Fund GP LLC	Delaware
CIFC Private Debt Advisers LLC	Delaware
CIFC Senior Secured Corporate Loan Fund GP, LLC	Delaware
CIFC Tactical Income Fund GP LLC	Delaware
Columbus Nova Credit Investments Management, LLC	Delaware
CypressTree Investment Management, LLC	Delaware
Deerfield Capital Management LLC	Delaware

EX-5.2

Exhibit 5.2

Our ref     PGH/709385-000001/41006306v1

CIFC Corp.

1251 Avenue of the Americas

6th Floor

New York, NY 10020

7 April 2016

Dear Sirs

CIFC CLO Opportunity Fund GP Ltd

We have acted as counsel as to Cayman Islands law to CIFC CLO Opportunity Fund GP Ltd (the “Company”) in connection with the entry by the Company into the Transaction Documents (as defined below).

The Company is a subsidiary entity of CIFC Corp., a Delaware corporation (the “Corporation”), who has offered to exchange $40,000,000 aggregate principal amount of its 8.50% Senior Notes due 2025 (the “New Notes”), guaranteed by, inter alios, the Company (the “New Guarantee” and, together with the New Notes, the “New Securities”), for any and all of its outstanding 8.50% Senior Notes due 2025 (the “Old Notes”), guaranteed by, inter alios, the Company (the “Old Guarantee” and, together with the Old Notes, the “Old Securities”), pursuant to a registration statement on Form S-4 (the “Registration Statement”) under the United States Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission on or about the date hereof (the “Exchange Offer”).

The Old Securities were issued, the New Securities are to be issued and the Exchange Offer is made on and subject to the terms of the Transaction Documents, as applicable.

This opinion is being furnished to the Corporation in connection with the requirements of Items 601(b)(5) and 601(b)(8) of Regulation S-K under the Securities Act

1Documents Reviewed

We have reviewed originals, copies, drafts or conformed copies of the following documents:

1.1The certificate of incorporation dated 20 October 2015 and the memorandum and articles of association of the Company as registered or adopted on 20 October 2015 (the “Memorandum and Articles”).

1.2The written resolutions of the board of directors of the Company dated 30 October 2015 (the “Resolutions”) and the corporate records of the Company maintained at its registered office in the Cayman Islands.

1.3A certificate from a director of the Company a copy of which is attached to this opinion letter (the “Director’s Certificate”).

1.4The Indenture dated as of November 2, 2015 by and among, inter alios, CIFC Corp., the Company and US Bank, National Association, as trustee (the “Indenture”).

1.5The Registration Rights Agreement, dated as of November 2, 2015 by and among, inter alios, CIFC Corp., the Company and Sandler O’Neill & Partners, L.P. (the “Registration Rights Agreement” and together with the Indenture, the “Transaction Documents”).

2Assumptions

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter.  These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter.  In giving the following opinions, we have relied (without further verification) upon the completeness and accuracy of the Director’s Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

2.1The Transaction Documents have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

2.2The Transaction Documents are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York (the “Relevant Law”) and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

2.3The choice of the Relevant Law as the governing law of the Transaction Documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York (the “Relevant Jurisdiction”) and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the Cayman Islands).

2.4Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, and translations of documents provided to us are complete and accurate.

2.5All signatures, initials and seals are genuine.

2.6The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Transaction Documents.

2.7There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Transaction Documents.

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2.8No monies paid to or for the account of any party under the Transaction Documents represent or will represent criminal property or terrorist property (as defined in the Proceeds of Crime Law (2014 Revision) and the Terrorism Law (2015 Revision), respectively).

2.9The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges of the Company, or as contemplated by the Transaction Documents.

2.10There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below.  Specifically, we have made no independent investigation of the Relevant Law.

3Opinions

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that when the New Notes have been duly authorised, executed and delivered by the Corporation in exchange for the Old Notes in accordance with the terms of the Exchange Offer, the Securities Act and all other relevant laws (other than the laws of the Cayman Islands), the New Guarantee will constitute the legal, valid and binding obligation of the Company under the Transaction Documents enforceable in accordance with their terms.

4Qualifications

The opinions expressed above are subject to the following qualifications:

4.1The obligations assumed by the Company under the Transaction Documents will not necessarily be enforceable in all circumstances in accordance with their terms.  In particular:

(a)enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to or affecting the rights of creditors;

(b)enforcement may be limited by general principles of equity.  For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;

(c)some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences;

(d)where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction;

(e)the courts of the Cayman Islands have jurisdiction to give judgment in the currency of the relevant obligation and statutory rates of interest payable upon judgments will vary according to the currency of the judgment.  If the Company becomes insolvent and is made subject to a liquidation proceeding, the courts of the Cayman Islands will require all debts to be proved in a common currency, which is likely to be the “functional currency” of the Company determined in accordance with applicable accounting principles. Currency indemnity provisions have not been tested, so far as we are aware, in the courts of the Cayman Islands;

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(f)arrangements that constitute penalties will not be enforceable;

(g)enforcement may be prevented by reason of fraud, coercion, duress, undue influence, misrepresentation, public policy or mistake or limited by the doctrine of frustration of contracts;

(h)provisions imposing confidentiality obligations may be overridden by compulsion of applicable law or the requirements of legal and/or regulatory process;

(i)the courts of the Cayman Islands may decline to exercise jurisdiction in relation to substantive proceedings brought under or in relation to the Transaction Documents in matters where they determine that such proceedings may be tried in a more appropriate forum;

(j)any provision in a Transaction Document which is governed by Cayman Islands law purporting to impose obligations on a person who is not a party to such Transaction Document (a “third party”) is unenforceable against that third party. Any provision in a Transaction Document which is governed by Cayman Islands law purporting to grant rights to a third party is unenforceable by that third party, except to the extent that such Transaction Document expressly provides that the third party may, in its own right, enforce such rights (subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014 of the Cayman Islands);

(k)we reserve our opinion as to the enforceability of the relevant provisions of the Transaction Documents to the extent that they purport to grant exclusive jurisdiction as there may be circumstances in which the courts of the Cayman Islands would accept jurisdiction notwithstanding such provisions; and

(l)a company cannot, by agreement or in its articles of association, restrict the exercise of a statutory power and there is doubt as to the enforceability of any provision in the Transaction Documents whereby the Company covenants to restrict the exercise of powers specifically given to it under the Companies Law (2013 Revision) of the Cayman Islands, including, without limitation, the power to increase its authorised share capital, amend its memorandum and articles of association or present a petition to a Cayman Islands court for an order to wind up the Company.

4.2Applicable court fees will be payable in respect of the enforcement of the Transaction Documents.

4.3Cayman Islands stamp duty may be payable if an original Transaction Document is brought to or executed in the Cayman Islands.

4.4To maintain the Company in good standing under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law.

4.5The Company must make an entry in its register of mortgages and charges in respect of any mortgages and charges created under the Transaction Documents in order to comply with section 54 of the Companies Law (2013 Revision) of the Cayman Islands; failure by the Company to comply with this requirement does not operate to invalidate any mortgage or charge though it

4

may be in the interests of the secured parties that the Company should comply with the statutory requirements.

4.6Under the laws of the Cayman Islands any term of a Transaction Document which is governed by Cayman Islands law may be amended or waived orally or by the conduct of the parties thereto, notwithstanding any provision to the contrary contained in the Transaction Document.

4.7The obligations of the Company may be subject to restrictions pursuant to United Nations sanctions as implemented under the laws of the Cayman Islands and/or restrictive measures adopted by the European Union Council for Common Foreign and Security Policy extended to the Cayman Islands by the Order of Her Majesty in Council.

4.8A certificate, determination, calculation or designation of any party to the Transaction Documents as to any matter provided therein might be held by a Cayman Islands court not to be conclusive final and binding if, for example, it could be shown to have an unreasonable or arbitrary basis, or in the event of manifest error.

4.9In principle the courts of the Cayman Islands will award costs and disbursements in litigation in accordance with the relevant contractual provisions but there remains some uncertainty as to the way in which the rules of the Grand Court will be applied in practice.  Whilst it is clear that costs incurred prior to judgment can be recovered in accordance with the contract, it is likely that post-judgment costs (to the extent recoverable at all) will be subject to taxation in accordance with Grand Court Rules Order 62.

4.10We reserve our opinion as to the extent to which the courts of the Cayman Islands would, in the event of any relevant illegality or invalidity, sever the relevant provisions of a Transaction Document and enforce the remainder of the Transaction Document or transaction of which such provisions form a part, notwithstanding any express provisions in the Transaction Document in this regard.

4.11We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in the Transaction Documents.

We express no view as to the commercial terms of the Transaction Documents or the Exchange Offer or whether such terms represent the intentions of the parties and make no comment with regard to warranties or representations that may be made therein or with respect thereto.

The opinions in this opinion letter are strictly limited to the matters contained in the opinions section above and do not extend to any other matters.  We have not been asked to review and we therefore have not reviewed any of the ancillary documents relating to the Transaction Documents and express no opinion or observation upon the terms of any such document.

This opinion letter is addressed to and for the benefit solely of the addressee and may not be relied upon by any other person for any purpose, nor may it be transmitted or disclosed (in whole or part) to any other person without our prior written consent, except as required by law; provided that we hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the prospectus that is a part of the Registration Statement.

In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

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Yours faithfully

Maples and Calder

6

EX-5.3

Exhibit 5.3

Our ref                   PGH/701859-000001/40942101v1

CIFC Corp.

1251 Avenue of the Americas

6th Floor

New York, NY 10020

7 April 2016

Dear Sirs

CIFC Master Fund LP

We have acted as counsel as to Cayman Islands law to CIFC Master Fund LP (the “Partnership”), a Cayman Islands exempted limited partnership, and to CIFC Holdings II Sub LLC, a foreign company established in the State of Delaware and registered as a foreign company in the Cayman Islands, in its capacity as general partner to the Partnership (the “General Partner”), in connection with the Partnership’s entry into of the Transaction Documents (as defined below).

The Partnership is a subsidiary entity of CIFC Corp., a Delaware corporation (the “Company”), who has offered to exchange $40,000,000 aggregate principal amount of its 8.50% Senior Notes due 2025 (the “New Notes”), guaranteed by, inter alios, the Partnership (the “New Guarantee” and, together with the New Notes, the “New Securities”), for any and all of its outstanding 8.50% Senior Notes due 2025 (the “Old Notes”), guaranteed by, inter alios, the Partnership (the “Old Guarantee” and, together with the Old Notes, the “Old Securities”), pursuant to a registration statement on Form S-4 (the “Registration Statement”) under the United States Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission on or about the date hereof (the “Exchange Offer”).

The Old Securities were issued, the New Securities are to be issued and the Exchange Offer is made on and subject to the terms of the Transaction Documents, as applicable.

This opinion is being furnished to the Company in connection with the requirements of Items 601(b)(5) and 601(b)(8) of Regulation S-K under the Securities Act.

1Documents Reviewed

We have reviewed originals, copies, drafts or conformed copies of the following documents:

1.1The certificate of registration dated 30 December 2015 of the General Partner as a foreign company under Part IX of the Companies Law (2013 Revision).

1.2The certificate of registration of the Partnership as an exempted limited partnership under section 9 of the Exempted Limited Partnership Law, 2014 (the “Law”) dated 23 February 2015.

1.3The statement signed on behalf of CIFC Capital HF LLC as the original general partner to the Partnership pursuant to section 9(1) of the Law and the statements filed under section 10 of the Law relating to the Partnership.

1.4The partnership records of the Partnership maintained at its registered office in the Cayman Islands.

1.5The initial exempted limited partnership agreement of the Partnership dated 23 February 2015 as amended and restated by the amended and restated limited partnership agreement dated 31 December 2015 between, inter alios, the General Partner and each of the limited partners named therein (the “Limited Partners”) (the “Partnership Agreement”).

1.6A certificate of the General Partner, a copy of which is attached to this opinion letter (the “General Partner’s Certificate”).

1.7The Indenture dated as of November 2, 2015 by and among, inter alios, CIFC Corp., the Partnership and US Bank, National Association, as trustee (the “Indenture”).

1.8The Registration Rights Agreement, dated as of November 2, 2015 by and among, inter alios, CIFC Corp., the Partnership and Sandler O’Neill & Partners, L.P. (the “Registration Rights Agreement” and together with the Indenture, the “Transaction Documents”).

2Assumptions

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter.  These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter.  In giving the following opinions, we have relied (without further verification) upon the completeness and accuracy of the General Partner’s Certificate and the Certificates of Good Standing.  We have also relied upon the following assumptions, which we have not independently verified:

2.1The existence and good standing of the General Partner as a limited liability company formed under the laws of the State of Delaware and the due authorisation, execution and unconditional delivery of (i) the Partnership Agreement by the General Partner; and (ii) the Transaction Documents by an authorised signatory of CIFC Capital HF LLC as the original general partner to the Partnership for and on behalf of the Partnership, in each case as a matter of the laws of the State of Delaware and all other relevant laws (other than the laws of the Cayman Islands).

2.2The Partnership Agreement and the Transaction Documents have been authorised and duly executed and unconditionally delivered by an authorised signatory for and on behalf of CIFC Capital HF LLC, as the original general partner to the Partnership, and/or the General Partner (as applicable) acting in its capacity as general partner of the Partnership and by or on behalf of all other relevant parties in accordance with all relevant laws (other than, with respect to the Partnership, the laws of the Cayman Islands).

2.3The Partnership Agreement and the Transaction Documents have not been amended, varied, waived or supplemented.

2.4The Transaction Documents are, or will be legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York (the

2

“Relevant Law”) and all other relevant laws (other than, with respect to the Partnership, the laws of the Cayman Islands).

2.5The choice of the Relevant Law as the governing law of the Transaction Documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York (the “Relevant Jurisdiction”) and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the Cayman Islands).

2.6Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, and translations of documents provided to us are complete and accurate.

2.7All signatures, initials and seals are genuine.

2.8Each party has the capacity, power, authority and legal right under all relevant laws (other than, with respect to the General Partner and the Partnership, the laws of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Partnership Agreement and the Transaction Documents.

2.9There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Partnership or the General Partner prohibiting or restricting each of them from entering into and performing their obligations under the Transaction Documents.

2.10Neither CIFC Capital HF LLC, as the original general partner to the Partnership, or the General Partner has entered into any mortgages or charges over the property or accounts of the Partnership other than as contemplated by the Transaction Documents.

2.11No monies paid to or for the account of any party under the Transaction Documents represent or will represent criminal property or terrorist property (as defined in the Proceeds of Crime Law (2014 Revision) and the Terrorism Law (2015 Revision), respectively).

2.12At all times the affairs of each of the General Partner and the Partnership have been conducted in accordance with the Partnership Agreement.

2.13There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below.  Specifically, we have made no independent investigation of the Relevant Law or the laws of the jurisdictions in which the General Partner and the Limited Partners are registered or incorporated or established.

3Opinion

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that when the New Notes have been duly authorised, executed and delivered by the Company in exchange for the Old Notes in accordance with the terms of the Exchange Offer, the Securities Act and all other relevant laws (other than the laws of the Cayman Islands), the New Guarantee will constitute the legal, valid and binding obligation of the Partnership under the Transaction Documents enforceable in accordance with their terms.

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4Qualifications

The opinions expressed above are subject to the following qualifications:

4.1The obligations assumed by the Partnership under the Transaction Documents will not necessarily be enforceable in all circumstances in accordance with their terms.  In particular:

(a)enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to or affecting the rights of creditors;

(b)enforcement may be limited by general principles of equity.  For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;

(c)some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences;

(d)where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction;

(e)the courts of the Cayman Islands have jurisdiction to give judgment in the currency of the relevant obligation and statutory rates of interest payable upon judgments will vary according to the currency of the judgment.  If the Partnership becomes insolvent or the partners are made subject to an insolvency proceeding, the courts of the Cayman Islands will require all debts to be proved in a common currency, which is likely to be the “functional currency” of the Partnership determined in accordance with applicable accounting principles. Currency indemnity provisions have not been tested, so far as we are aware, in the courts of the Cayman Islands;

(f)arrangements that constitute penalties will not be enforceable;

(g)enforcement may be prevented by reason of fraud, coercion, duress, undue influence, misrepresentation, public policy or mistake or limited by the doctrine of frustration of contracts;

(h)provisions imposing confidentiality obligations may be overridden by compulsion of applicable law or the requirements of legal and/or regulatory process;

(i)the courts of the Cayman Islands may decline to exercise jurisdiction in relation to substantive proceedings brought under or in relation to the Transaction Documents in matters where they determine that such proceedings may be tried in a more appropriate forum;

(j)any provision in a Transaction Document which is governed by Cayman Islands law purporting to impose obligations on a person who is not a party to such Transaction Document (a “third party”) is unenforceable against that third party.  Any provision in a Transaction Document which is governed by Cayman Islands law purporting to grant rights to a third party is unenforceable by that third party, except to the extent that such Transaction Document expressly provides that the third party may, in its own right,

4

enforce such rights (subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014 of the Cayman Islands); and

(k)we reserve our opinion as to the enforceability of the relevant provisions of the Transaction Documents to the extent that they purport to grant exclusive jurisdiction as there may be circumstances in which the courts of the Cayman Islands would accept jurisdiction notwithstanding such provisions.

4.2Applicable court fees will be payable in respect of the enforcement of the Transaction Documents.

4.3Cayman Islands stamp duty may be payable if the original Transaction Documents are brought to or executed in the Cayman Islands.

4.4Notwithstanding registration, an exempted limited partnership is not a separate legal person distinct from its partners.  An exempted limited partnership must act through its general partner and all agreements and contracts must be entered into by or on behalf of the general partner (or any agent or delegate of the general partner) on behalf of the exempted limited partnership.  References in this opinion to the “Partnership” taking any action (including executing any agreements) should be construed accordingly.

4.5The Partnership is not required to maintain a register of security interests in respect of any security interests created by the Partnership under the Transaction Documents.  We are not qualified to advise as to whether the General Partner must make any registrations in its jurisdiction of incorporation, establishment or formation in respect of any security interests created by the Partnership under the Transaction Documents.

4.6To maintain the General Partner and the Partnership in good standing under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies and the Registrar of Exempted Limited Partnerships within the time frame prescribed by law.

4.7Under the laws of the Cayman Islands any term of a Transaction Document which is governed by Cayman Islands law may be amended or waived orally or by the conduct of the parties thereto, notwithstanding any provision to the contrary contained in the relevant Transaction Document.

4.8The obligations of the General Partner or the Partnership may be subject to restrictions pursuant to United Nations sanctions as implemented under the laws of the Cayman Islands and/or restrictive measures adopted by the European Union Council for Common Foreign and Security Policy extended to the Cayman Islands by the Order of Her Majesty in Council.

4.9In the case of an exempted limited partnership formed under the Law the general partner(s) are liable for partnership debts (i.e. debts validly contracted by them on behalf of the partnership) to the extent the partnership assets are insufficient to meet those debts, and the liability of the limited partners is limited to the extent provided in the Law.  The general partner(s) of an exempted limited partnership (or any agent or delegate of the general partner(s)) enter into all agreements and contracts on behalf of the exempted limited partnership under general legal principles of agency as modified by the terms of the partnership agreement, the Law and the Partnership Law (2013 Revision).  Under the terms of the Law, any right or property of the exempted limited partnership which is conveyed to or vested in or held either:

(a)on behalf of any one or more of the general partners; or

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(b)in the name of the exempted limited partnership,

is an asset of the exempted limited partnership held upon trust in accordance with the terms of the Law.

4.10A certificate, determination, calculation or designation of any party to the Partnership Agreement or the Transaction Documents as to any matter provided therein might be held by a Cayman Islands court not to be conclusive final and binding if, for example, it could be shown to have an unreasonable or arbitrary basis, or in the event of manifest error.

4.11In principle the courts of the Cayman Islands will award costs and disbursements in litigation in accordance with the relevant contractual provisions but there remains some uncertainty as to the way in which the rules of the Grand Court will be applied in practice.  Whilst it is clear that costs incurred prior to judgment can be recovered in accordance with the contract, it is likely that post-judgment costs (to the extent recoverable at all) will be subject to taxation in accordance with Grand Court Rules Order 62.

4.12We reserve our opinion as to the extent to which the courts of the Cayman Islands would, in the event of any relevant illegality or invalidity, sever the relevant provisions of the Transaction Documents and enforce the remainder of the Transaction Documents or the transaction of which such provisions form a part, notwithstanding any express provisions in the Transaction Documents in this regard.

4.13We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non Cayman Islands) statutes (including the Securities Act), rules, regulations, codes, judicial authority or any other promulgations and any references to them in the Transaction Documents (including for this purpose, the Registration Statement).

4.14Legal proceedings against an exempted limited partnership may be instituted against any one or more of the general partner(s) and no limited partner shall be a party to or named in such proceedings unless the Grand Court of the Cayman Islands considers it just and equitable to join in or otherwise institute proceedings against any one or more of the limited partners who may be liable in the circumstances contemplated in section 20(1) or section 34(1) of the Law.

We express no opinion as to any matter pertaining to the contents of the Registration Statement or the prospectus that is a part of the Registration Statement other than as expressly stated herein.

We express no view as to the commercial terms of the Transaction Documents or the Exchange Offer or whether such terms represent the intentions of the parties, and make no comment with regard to warranties or representations which may be made therein or with respect thereto.

The opinions in this opinion letter are strictly limited to the matters contained in the opinions section above and do not extend to any other matters.  We have not been asked to review and we therefore have not reviewed any of the ancillary documents relating to the Transaction Documents and express no opinion or observation upon the terms of any such document.

This opinion letter is addressed to and for the benefit solely of the addressee and may not be relied upon by any other person for any purpose, nor may it be transmitted or disclosed (in whole or part) to any other person without our prior written consent, except as required by law; provided that we hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the prospectus that is a part of the Registration Statement.

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In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Yours faithfully

Maples and Calder

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated March 25, 2016, relating to the consolidated financial statements of CIFC Corp. and its subsidiaries, and the effectiveness of CIFC Corp. and its subsidiaries internal control over financial reporting, appearing in the Annual Report on Form 10-K of CIFC Corp. and subsidiaries for the year ended December 31, 2015, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

April 7, 2016

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2) o

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Karen R. Beard

U.S. Bank National Association

One Federal Street – 10th Floor

Boston, MA 02110

(617) 603-6565

(Name, address and telephone number of agent for service)

CIFC Corp.

(Issuer with respect to the Securities)

New York	20-2008622
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

250 Park Avenue – 5th Floor New York, NY	10177
(Address of Principal Executive Offices)	(Zip Code)

8.50% Senior Notes Due 2025

(Title of the Indenture Securities)

FORM T-1

Item 1.GENERAL INFORMATION.  Furnish the following information as to the Trustee.

a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b)Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.AFFILIATIONS WITH OBLIGOR.  If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.LIST OF EXHIBITS:  List below all exhibits filed as a part of this statement of eligibility and qualification.

1.A copy of the Articles of Association of the Trustee.*

2.A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3.A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4.A copy of the existing bylaws of the Trustee.**

5.A copy of each Indenture referred to in Item 4.  Not applicable.

6.The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7.Report of Condition of the Trustee as of December 31, 2015 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts on the 6th day of April, 2016

By:	/s/ Karen R. Beard
	Karen R. Beard
	Vice President

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Exhibit 2

4

Exhibit 3

5

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: April 6, 2015
	By:	/s/ Karen R. Beard
		Karen R. Beard
		Vice President

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Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2015

($000’s)

	12/31/2015
Assets
Cash and Balances Due From Depository Institutions	$	11,116,460
Securities	105,221,515
Federal Funds	66,242
Loans & Lease Financing Receivables	259,137,459
Fixed Assets	4,356,531
Intangible Assets	13,140,000
Other Assets	24,420,027
Total Assets	$	417,458,234
Liabilities
Deposits	$	310,443,288
Fed Funds	1,617,316
Treasury Demand Notes	0
Trading Liabilities	989,983
Other Borrowed Money	46,198,790
Acceptances	0
Subordinated Notes and Debentures	3,150,000
Other Liabilities	12,012,892
Total Liabilities	$	374,412,269
Equity
Common and Preferred Stock	18,200
Surplus	14,266,400
Undivided Profits	27,904,230
Minority Interest in Subsidiaries	857,135
Total Equity Capital	$	43,045,965
Total Liabilities and Equity Capital	$	417,458,234

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EX-99.1

Exhibit 99.1

CIFC CORP.

LETTER OF TRANSMITTAL

for

OFFER TO EXCHANGE

all outstanding 8.50% Senior Notes Due 2025
for
8.50% Senior Notes Due 2025
that have been registered under the Securities Act of 1933

144A CUSIP Number: 12547R AA3

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2016 UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS OF OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE.

Deliver to the Exchange Agent:

By Hand and Overnight Delivery or	By Facsimile:
Certified Mail
US Bank National Association	(For Eligible Institutions only):
Attn: Corporate Actions	Fax: (651) 466-7367
111 Fillmore Avenue
St. Paul, MN 55107-1402
CIFC Corp.
8.50% Senior Secured Notes due 20215
For Information:
US Bank National Association
Attn: Corporate Actions
111 Fillmore Avenue
St. Paul, MN 55107-1402

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW NOTES FOR THEIR OLD NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR OLD NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

The undersigned acknowledges receipt of the Prospectus dated                 , 2016 (the “Prospectus”) of CIFC Corp., a Delaware corporation (the “Company”), CIFC Asset Management ESA LLC, CIFC Asset Management Holding LLC, CIFC Asset Management KSA LLC, CIFC Asset Management LLC, CIFC Capital HoldCo LLC, CIFC CLO Co-Investment Fund GP LLC, CIFC CLO Co-Investment Fund II GP LLC, CIFC CLO Opportunity Fund GP Ltd. CIFC CLO Warehouse Fund GP LLC, CIFC Holdings I LLC, CIFC Holdings II LLC, CIFC Holdings II Sub LLC, CIFC Holdings III LLC, CIFC Holdings III Sub LLC, CIFC Holdings III Member LLC, CIFC LLC, CIFC Master Fund Adviser LLC, CIFC Master Fund LP, CIFC Member LLC, CIFC Parthenon Loan Funding GP LLC, CIFC Private Debt Advisers LLC, CIFC Senior Secured Corporate Loan Fund GP, LLC, CIFC Tactical Income Fund GP LLC, Columbus Nova Credit Investments Management, LLC, CypressTree Investment Management, LLC, Deerfield Capital Management LLC, (collectively, the “Guarantors”), and this Letter of Transmittal (the “Letter of Transmittal”), which together constitute the Company’s offer to exchange up to $40,000,000.00 aggregate principal amount of 8.50% Senior Notes due 2025 (the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding 8.50% Senior Notes due 2025 (the “Old Notes”). The Old Notes are fully and unconditionally guaranteed initially by the Guarantors (the “Old Guarantee”), and the New Notes likewise will be fully and unconditionally guaranteed initially by the Guarantors (the “New Guarantee”).  Upon the terms and subject to the conditions set forth in the Prospectus and this Letter of Transmittal, the Guarantors offer to issue the New Guarantee with respect to the New Notes issued in the Exchange Offer in exchange for the Old Guarantee of the Old Notes for which such New Notes are issued in the Exchange Offer. Throughout this Letter of Transmittal, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offer” include the Guarantors’ offer to exchange the New Guarantee for the Old Guarantee, references to the “New Notes” include the related New Guarantee and references to the “Old Notes” include the related Old Guarantee. Other capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

Interest on the New Notes will accrue from the last interest payment date on which interest was paid on the Old Notes surrendered in exchange therefor or, if no interest has been paid to date, from November 2, 2015. Holders of Old Notes accepted for exchange will be deemed to have waived the right to receive any other payments or accrued interest on the Old Notes. The Company reserves the right, at any time or from time to time, to extend the Exchange Offer in its discretion, in which event the term “Expiration Date” shall mean the latest time and date to which the Exchange Offer is extended. The Company shall notify holders of the Old Notes of any extension by means of a press release or other public announcement prior to 9:00 A.M., New York City time, on the next business day after the previously scheduled Expiration Date.  In addition, if the Company materially amends the terms of the Exchange Offer, the Company will as promptly as practicable distribute a prospectus supplement to the holders of the Old Notes disclosing the change and extend the exchange offer for a period of five to ten business days, depending upon the significance of the amendment and the manner of disclosure to the registered holders, if the Exchange Offer would otherwise expire during the five to ten business day period.

This letter of transmittal is to be completed by a Holder of Old Notes either if (a) a tender of Old Notes is to be made by delivering physical certificates for such Old Notes to US Bank National Association (the “Exchange Agent”) or (b) unless an agent’s message is transmitted in lieu of a letter of transmittal, a tender of Old Notes is to be made by book-entry transfer to the account of the Exchange Agent for the Exchange Offer at The Depository Trust Company (“DTC”) pursuant to the procedures set forth under “The Exchange Offer—Procedures for Tendering Old Notes—DTC Book-Entry Transfers” in the Prospectus. Certificates or book-entry confirmation of the transfer of Old Notes into the Exchange Agent’s account at DTC, as the case may be, as well as this Letter of Transmittal or a facsimile hereof, properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date.

Tenders by book-entry transfer may also be made by delivering an agent’s message in lieu of this Letter of Transmittal. The term “book-entry confirmation” means a confirmation of a book-entry transfer of Old Notes into the Exchange Agent’s account at DTC. The term “agent’s message” means a message to the Exchange Agent, transmitted by DTC through DTC’s Automated Tender Offer Program system, which states that such facility has received an express acknowledgment that the Holder agrees to be bound by the Letter of Transmittal and that the Company may enforce the Letter of Transmittal against such Holder. The agent’s message forms a part of a book-entry transfer.

2

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

3

List below the notes to which this Letter of Transmittal relates. If the space indicated below is inadequate, the Certificate or Registration Numbers and Principal Amounts should be listed on a separately signed schedule affixed hereto.

DESCRIPTION OF 8.50% SENIOR NOTES DUE 2025 TENDERED HEREBY

Name(s) and Address(es)		Aggregate
of		Principal Amount
Registered Owner(s)	Certificate or	Represented by	Principal Amount
(Please fill in)	Registration Numbers*	Old Notes	Tendered**
	Total:

[    ]  If Note(s) have been lost, destroyed or stolen, please check this box and see Instruction 7.  Please fill out remainder of this Letter of Transmittal and indicate here the number of lost, destroyed or stolen Notes:

*      Need not be completed by book-entry Holders.

**Unless otherwise indicated, the Holder will be deemed to have tendered the full aggregate principal amount represented by such Old Notes. All tenders of Notes must be in denominations of $1,000 and any integral multiple of $1,000 in excess thereof.

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This Letter of Transmittal is to be used by Holders if certificates representing Old Notes are to be physically delivered to the Exchange Agent herewith by Holders. Delivery of documents to a book-entry transfer facility does not constitute delivery to the Exchange Agent.

The term “Holder” with respect to the Exchange Offer means any person in whose name Old Notes are registered on the books of the Company or any other person who has obtained a properly completed bond power from the registered holder.

The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. Holders who wish to tender their Old Notes must complete this Letter of Transmittal in its entirety. Please read this entire Letter of Transmittal carefully before checking any box below.

o  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution

Account Number

Transaction Code Number

o  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name

Address

5

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the principal amount of the Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of such Old Notes tendered hereby, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Old Notes as are being tendered hereby, in full satisfaction of all obligations owing to the undersigned arising out of or relating to the Old Notes, including all rights to accrued and unpaid interest thereon as of the Expiration Date. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that said Exchange Agent acts as the agent of the Company in connection with the Exchange Offer) to cause the Old Notes to be assigned, transferred and exchanged. The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Old Notes and to acquire New Notes issuable upon the exchange of such tendered Old Notes, and that when the same are accepted for exchange, the Company will acquire good and unencumbered title to the tendered Old Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim.

If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Notes and it has no arrangements or understandings with any Person to participate in a distribution of the New Notes.  If the undersigned is a Broker-Dealer that will receive New Notes for its own account in exchange for Old Notes, it represents that the Old Notes to be exchanged for New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act. The undersigned and any such other person acknowledge that, if they are participating in the Exchange Offer for the purpose of distributing the New Notes, (i) they must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale transaction and (ii) failure to comply with such requirements in such instance could result in the undersigned or any such other person incurring liability under the Securities Act for which such persons are not indemnified by the Company. If the undersigned or the person receiving the New Notes covered by this letter is an affiliate (as defined under Rule 405 of the Securities Act) of the Company, the undersigned represents to the Company that the undersigned understands and acknowledges that such New Notes may not be offered for resale, resold or otherwise transferred by the undersigned or such other person without registration under the Securities Act or an exemption therefrom.

The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of tendered Old Notes or transfer ownership of such Old Notes on the account books maintained by a book-entry transfer facility.

The Exchange Offer is subject to certain conditions set forth in the Prospectus under the caption “The Exchange Offer—Terms of the Exchange Offer.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the Old Notes tendered hereby and, in such event, the Old Notes not exchanged will be returned to the undersigned at the address shown below the signature of the undersigned.

All authority herein conferred or agreed to be conferred shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors, assigns, trustees in bankruptcy or other legal representatives of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer—Withdrawal Rights” section of the Prospectus.

Unless otherwise indicated in the box entitled “Special Registration Instructions” or the box entitled “Special Delivery Instructions” in this Letter of Transmittal, certificates for all New Notes delivered in exchange for tendered Old Notes, and any Old Notes delivered herewith but not exchanged, will be registered in the name of the undersigned and shall be delivered to the undersigned at the address shown below the signature of the undersigned. If a New Note is to be issued to a person other than the person(s) signing this Letter of Transmittal, or if a New Note

6

is to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address different than the address shown on this Letter of Transmittal, the appropriate boxes of this Letter of Transmittal should be completed. If Old Notes are surrendered by Holder(s) that have completed either the box entitled “Special Registration Instructions” or the box entitled “Special Delivery Instructions” in this Letter of Transmittal, signature(s) on this Letter of Transmittal must be guaranteed by an Eligible Institution (defined in Instruction 3).

For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Old Notes when, as and if the Company has given oral or written notice thereof to the Exchange Agent.

The undersigned understands that tenders of Old Notes pursuant to the procedures described under the caption “The Exchange Offer—Procedures for Tendering Old Notes” in the Prospectus and in the instructions hereto will, upon the Company’s acceptance for exchange of such tendered Old Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer and that the tendering Holder will be deemed to have waived the right to receive any payment in respect of interest or otherwise on such Old Notes accrued up to the date of issuance of the New Notes. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Old Notes tendered hereby.

7

SPECIAL REGISTRATION INSTRUCTIONS	SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the Old Notes are to be issued in the name of someone other than the undersigned.	To be completed ONLY if the Old Notes are to be sent to someone other than the undersigned, or to the undersigned at an address other than that shown under “Description of 8.50% Senior Notes due 2025 Tendered Hereby.”
Name
Address	Name
	Address
Book-Entry Transfer Facility Account:
	Employer Identification, Individual Taxpayer Identification Number or Social Security Number:
Employer Identification, Individual Taxpayer Identification Number or Social Security Number:
	(Please print or type)
(Please print or type)

PLEASE SIGN HERE

(To be completed by all tendering and consenting holders)

(Accompanying IRS Form W-9, attached, or applicable Form W-8)

By completing, executing and delivering this letter of transmittal, the undersigned hereby tenders the principal amount of the original notes listed above in the table labeled “Description of Original Notes” under the column heading “Aggregate Principal Amount of Original Notes Tendered” or, if nothing is indicated in such column, with respect to the entire aggregate principal amount represented by the original notes described in such table.

X

X

Signature(s) of Owner

Dated:                                                                  , 2016

Must be signed by registered holder(s) exactly as name(s) appear(s) on the Old Notes or on a security position listing as the owner of the Old Notes or by person(s) authorized to become registered holder(s) by properly completed bond powers transmitted herewith. If signature is by attorney-in-fact, trustee, executor, administrator, guardian, officer of a corporation or other person acting in a fiduciary capacity, please provide the following information (Please print or type:)

	SIGNATURE GUARANTEE
Name and Capacity (full title)	(If Required—See Instruction 4)
	(Signature of Representative of Signature Guarantor)
Address (including zip code)	(Name and Title)
(Area Code and Telephone Number)	(Name of Plan)

8

(Taxpayer Identification or Social Security No.)	(Area Code and Telephone Number)
Dated:                      , 2016	Dated:                   , 2016

9

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer

1.Delivery of this Letter of Transmittal and Certificates. All physically delivered Old Notes or confirmation of any book-entry transfer, as well as a properly completed and duly executed copy of this Letter of Transmittal or facsimile thereof, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to expiration of the Exchange Offer (the “Expiration Date”). The method of delivery of this Letter of Transmittal, the Old Notes and any other required documents is at the election and risk of the Holder and, except as otherwise provided below, the delivery will be deemed made only when actually received by the Exchange Agent. If such delivery is by mail, it is suggested that registered mail with return receipt requested, properly insured, be used.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders, by execution of this Letter of Transmittal (or facsimile thereof) or otherwise complying with the tender procedures set forth in the Prospectus, shall waive any right to receive notice of the acceptance of the Old Notes for exchange.

Delivery to an address other than as set forth herein, or instructions via a facsimile number other than the ones set forth herein, will not constitute a valid delivery.

2.Partial Tenders; Withdrawals. If less than the entire principal amount of Old Notes evidenced by a submitted certificate is tendered, the tendering Holder should fill in the principal amount tendered in the column entitled “Principal Amount Tendered” in the box entitled “Description of 8.50% Senior Notes due 2015 Tendered Hereby.” A newly issued Old Note for the principal amount of Old Notes submitted but not tendered will be sent to such Holder as soon as practicable after the Expiration Date. All Old Notes delivered to the Exchange Agent will be deemed to have been tendered in full unless otherwise indicated.

Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date, after which tenders of Old Notes are irrevocable. To be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Exchange Agent, or the Holder must otherwise comply with the withdrawal procedures of DTC as described in the Prospectus. Any such notice of withdrawal must (i) specify the name of the person having deposited the Old Notes to be withdrawn (the “Depositor”), (ii) identify the Old Notes to be withdrawn (including the registration number(s) and principal amount of such Old Notes or, in the case of Old Notes transferred by book-entry transfer, the name and number of the account at DTC to be credited), (iii) be signed by the Holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the Trustee with respect to the Old Notes register the transfer of such Old Notes into the name of the person withdrawing the tender and (iv) specify the name in which any such Old Notes are to be registered, if different from that of the Depositor. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Old Notes so withdrawn will be deemed not to have been validly tendered for purposes of the Exchange Offer, and no New Notes will be issued with respect thereto unless the Old Notes so withdrawn are validly retendered. Any Old Notes which have been tendered but which are not accepted for exchange will be returned to the Holder thereof without cost to such Holder as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer.

3.Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered Holder(s) of the Old Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration or any change whatsoever. If this Letter of Transmittal is signed by a participant in DTC, the signature must correspond with the name as it appears on the security position listing as the owner of the Old Notes.

If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

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If a number of Old Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Old Notes.

Signatures on this Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act (an “Eligible Institution”), unless the Old Notes tendered hereby are tendered (i) by a registered Holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the Letter of Transmittal or (ii) for the account of an Eligible Institution.

If this Letter of Transmittal is signed by the registered Holder or Holders of Old Notes (which term, for the purposes described herein, shall include a participant in DTC whose name appears on a security listing as the owner of the Old Notes) listed and tendered hereby, no endorsements of the tendered Old Notes or separate written instruments of transfer or exchange are required. In any other case, the registered Holder (or acting Holder) must either properly endorse the Old Notes or transmit properly completed bond powers with this Letter of Transmittal (in either case, executed exactly as the name(s) of the registered Holder(s) appear(s) on the Old Notes, and, with respect to a participant in DTC whose name appears on a security position listing as the owner of Old Notes, exactly as the name of the participant appears on such security position listing), with the signature on the Old Notes or bond power guaranteed by an Eligible Institution (except where the Old Notes are tendered for the account of an Eligible Institution).

If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority so to act must be submitted.

4.Special Registration and Delivery Instructions. Tendering Holders should indicate, in the applicable box, the name and address (or account at DTC, as applicable) in which the New Notes or substitute Old Notes for principal amounts not tendered or not accepted for exchange are to be issued (or deposited), if different from the names and addresses or accounts of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification number or social security number of the person named must also be indicated and the tendering Holder should complete the applicable box.

If no instructions are given, the New Notes (and any Old Notes not tendered or not accepted) will be issued in the name of and sent to the acting Holder of the Old Notes or deposited at such Holder’s account at DTC, as applicable.

5.Transfer Taxes. The Company shall pay all transfer taxes, if any, applicable to the transfer and exchange of Old Notes to them or their order pursuant to the Exchange Offer. If a transfer tax is imposed for any reason other than the transfer and exchange of Old Notes to the Company or their order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered Holder or any other person) will be payable by the tendering Holder.

Except as provided in this Instruction 5, it will not be necessary for transfer tax stamps to be affixed to the Old Notes listed in this Letter of Transmittal.

6.Waiver of Conditions. The Company reserves the right, in its reasonable judgment, to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

7.Mutilated, Lost, Stolen or Destroyed Old Notes. If a Holder’s Old Note(s) has (have) been mutilated, lost, stolen or destroyed, such fact should be indicated on the face of the Letter of Transmittal.  In such event, you may be required to complete a lost share affidavit and any additional documentation and instructions that may be required by the Exchange Agent and the Company and provide indemnity satisfactory to the Exchange Agent and the Company in order to effectively surrender such mutilated, lost, stolen or destroyed Old Notes.

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8.Requests for Assistance or Additional Copies. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number(s) set forth above.

9.Validity and Form. All questions as to the validity, form, eligibility (including time of receipt), acceptance of tendered Old Notes and withdrawal of tendered Old Notes will be determined by the Company, which determination will be final and binding. The Company reserves the absolute right to reject any and all Old Notes not properly tendered or any Old Notes the Company’s acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right, in its reasonable judgment, to waive any defects, irregularities or conditions of tender as to particular Old Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within such time as the Company shall determine. Although the Company intends to notify Holders of defects or irregularities with respect to tenders of Old Notes, neither the Company, the Exchange Agent nor any other person shall incur any liability for failure to give such notification. Tenders of Old Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Old Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering Holder as soon as practicable following the Expiration Date.

10.Each Holder is required to provide the Exchange Agent with a correct taxpayer identification number (“TIN”), which is generally the Holder’s social security number, individual taxpayer identification number or federal employer identification number, and with certain other information, on the attached IRS Form W-9 or on the appropriate Form W-8, as applicable.  In the event that such Holder fails to provide a TIN to the Exchange Agent by the time of payment, the Holder may be subject to backup withholding (see “Important Tax Information,” below).  Contact your tax advisor for more information about the appropriate form to complete.  The applicable IRS Form W-8 can be obtained from the Exchange Agent or at www.irs.gov.

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IMPORTANT TAX INFORMATION

Under current United States federal income tax law, a Holder tendering Old Notes is required to provide the Exchange Agent with such Holder’s correct taxpayer identification number (“TIN”) (generally, a social security number, individual taxpayer identification number, or employer identification number). Holders that are United States Persons (as defined under the Internal Revenue Code of 1986, as amended (the “Code”)) are required to provide this information on the IRS Form W-9 attached hereto, and to certify whether the Holder is subject to federal backup withholding and that the Holder is a United States person (as defined under the Code). Holders that are non-United states persons are required to provide this information on the applicable IRS Form W-8, as set forth below. If the Exchange Agent is not provided with the correct TIN, the Holder may be subject to a $250 penalty imposed by the IRS. In addition, if (a) the Holder does not furnish the Exchange Agent with a TIN in the required manner, (b) the IRS notifies the Exchange Agent that the TIN provided is incorrect, (c) the IRS notifies the Exchange Agent to start withholding due to the Holder’s underreporting of a reportable interest or dividend payment, or (d) the Holder is required but fails to certify that the Holder is not subject to backup withholding, federal backup withholding will apply. If federal backup withholding applies, the Exchange Agent or other payer is required to withhold a percentage (currently 28%) of any reportable payment made to a Holder of Old Notes pursuant to this tender offer as well as any future reportable payment that may be made to a Holder of New Notes. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS.

If the Holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, such Holder should write “Applied For” in the space provided for the TIN in Part I of the IRS Form W-9, sign and date the IRS Form W-9. If “Applied For” is written in Part I and the Exchange Agent is not provided with a TIN by the time of payment, the Exchange Agent will generally remit any previously withheld amounts to the IRS as backup withholding and will withhold a percentage (currently 28%) of all future reportable payments due to the Holder until the Holder furnishes its TIN to the Exchange Agent.

Certain Holders (including, among others, all corporations and certain non-United States persons) are not subject to these federal backup withholding requirements (“Exempt Holders”). Exempt Holders other than non-United States persons should indicate their exempt status on the IRS Form W-9 by entering the appropriate exempt payee code. A non-United States person must provide certification of foreign status on the appropriate Form W-8, as set forth below. See the instructions to the IRS Form W-9 below for additional instructions.

A non-United States person, unless the income or gain earned is effectively connected with a trade or business conducted in the United States by such non-United States person, may qualify for an exemption from federal backup withholding by submitting to the Exchange Agent a properly completed IRS Form W-8BEN (for an individual) or Form W-8BEN-E (for an entity) signed under penalty of perjury, certifying that the person is a non-United States person and is the beneficial owner of any payment received. Only the beneficial owner of a reportable payment subject to federal backup withholding should use Form W-8BEN or Form W-8BEN-E. In general, a person is not a beneficial owner of income if the person is receiving the income as nominee, agent, or custodian, or to the extent the person is a conduit whose participation in the transaction is disregarded. Certain other foreign persons, such as a withholding foreign partnership, withholding foreign trust, or an intermediary, should also not use Form W-8BEN or Form W-8BEN-E, but should use an alternate form of a Form W-8. Consult your tax advisor for more information on these alternative forms. Failure to provide Form W-8BEN or Form W-8BEN-E may result in withholding at a 30% rate (foreign person withholding) or federal backup withholding (currently 28%).  A Form W-8BEN or Form W-8BEN-E can be obtained from the Exchange Agent or from the IRS website at www.irs.gov.

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requester. Do not code (if any) entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. Under penalties of perjury, I certify that: 1. 2. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and I am a U.S. citizen or other U.S. person (defined below); and The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. 3. 4. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3. U.S. personDate  withholding tax on foreign partners’ share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. The IRS has created a page on IRS.gov for information about Form W-9, at www.irs.gov/w9. Information about any future developments affecting Form W-9 (such as legislation enacted after we release it) will be posted on that page. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, payments made to you in settlement of payment card and third party network transactions, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the Cat. No. 10231X Form W-9 (Rev. 8-2013) 21833456.3.BUSINESS Print or type See Specific Instructions on page 2. Sign Here Signature of - Part II Certification Employer identification number Form W-9 (Rev. August 2013) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the send to the IRS. Name (as shown on your income tax return) Business name/disregarded entity name, if different from above Check appropriate box for federal tax classification: Individual/sole proprietorC CorporationS CorporationPartnershipTrust/estate Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership)  Other (see instructions) Exemptions (see instructions): Exempt payee code (if any) Exemptions from FATCA reporting Address (number, street, and apt. or suite no.) Requester’s name and address (optional) City, state, and ZIP code List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on the “Name” line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other Social security number --

Page 2 Form W-9 (Rev. 8-2013) In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States: •In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity, •In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust, and •In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items: 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the Part II instructions on page 3 for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate instructions for the Requester of Form W-9 for more information. Also see Special rules for partnerships on page 1. What is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requestor of Form W-9 for more information. 21833456.3.BUSINESS Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Name If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name. If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form. Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name/disregarded entity name” line. Partnership, C Corporation, or S Corporation. Enter the entity's name on the “Name” line and any business, trade, or “doing business as (DBA) name” on the “Business name/disregarded entity name” line. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulation section 301.7701-2(c)(2)(iii). Enter the owner's name on the “Name” line. The name of the entity entered on the “Name” line should never be a disregarded entity. The name on the “Name” line must be the name shown on the income tax return on which the income will be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is is required to be provided on the “Name” line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter t he disregarded entity's name on the “Business name/disregarded entity name” line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. Tin. Note. Check the appropriate box for the U.S. federal tax classification of the person whose name is entered on the “Name” line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate). Limited Liability Company (LLC). If the person identified on the “Name” line is an LLC, check the “Limited liability company” box only and enter the appropriate code for the U.S. federal tax tax classification in the space provided. If you are an LLC that is treated as a partnership for U.S. federal tax purposes, enter “P” for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter “C” for C corporation or “S” for S corporation, as appropriate. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the “Name” line) is another LLC that is not disregarded for U.S. federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the “ Name” line. Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name/disregarded entity name” line. Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the Exemptions box, any code(s) that may apply to you. See Exempt payee code and Exemption from FATCA reporting code on page 3.

Page 3 Form W-9 (Rev. 8-2013) Exempt payee code. Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. The following codes identify payees that are exempt from backup withholding: 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2) 2—The United States or any of its agencies or instrumentalities 3— A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities 4— A foreign government or any of its political subdivisions, agencies, or instrumentalities 5—A corporation 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States 7—A futures commission merchant registered with the Commodity Futures Trading Commission 8—A real estate investment trust 9—An entity registered at all times during the tax year under the Investment Company Act of 1940 10—A common trust fund operated by a bank under section 584(a) 11—A financial institution 12—A middleman known in the investment community as a nominee or custodian 13—A trust exempt from tax under section 664 or described in section 4947. The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. G—A real estate investment trust H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I—A common trust fund as defined in section 584(a) J—A bank as defined in section 581 K—a broker L—A trust exempt from tax under section 664 or described in section 4947(a)(1) M—A tax exempt trust under a section 403(b) plan or section 457(g) plan Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN. Note. See the chart on page 4 for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676). If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, or 5 below indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the “Name” line must sign. Exempt payees, see Exempt payee code earlier. Signature requirements. Complete the certification as indicated in items 1 through 5, below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you 1 See Form 1099-MISC, Miscellaneous Income, and its instructions. However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency. 2 Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B—The United States or any of its agencies or instrumentalities C—A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Reg. section 1.1472-1(c)(1)(i) E—A corporation that is a member of the same expanded affiliated group as a corporation described in Reg. section 1.1472-1(c)(1)(i) F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state 21833456.3.BUSINESS IF the payment is for . . . THEN the payment is exempt for . . . Interest and dividend payments All exempt payees except for 7 Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. Barter exchange transactions and patronage dividends Exempt payees 1 through 4 Payments over $600 required to be reported and direct sales over $5,0001 Generally, exempt payees 1 through 52 Payments made in settlement of payment card or third party network transactions Exempt payees 1 through 4

Page 4 Form W-9 (Rev. 8-2013) do not have to sign the certification. 21833456.3.BUSINESS

Page 5 Form W-9 (Rev. 8-2013) Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records from Identity Theft Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039. For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance. Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338). Visit IRS.gov to learn more about identity theft and how to reduce your risk. What Name and Number To Give the Requester 1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. 2 Circle the minor’s name and furnish the minor’s SSN. 3 You must show your individual name and you may also enter your business or “DBA” name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. 4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1. *Note. Grantor also must provide a Form W-9 to trustee of trust. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information. 21833456.3.BUSINESS For this type of account: Give name and SSN of: 1. Individual 2. Two or more individuals (joint account) 3. Custodian account of a minor (Uniform Gift to Minors Act) 4. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law 5. Sole proprietorship or disregarded entity owned by an individual 6. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A)) The individual The actual owner of the account or, if combined funds, the first individual on the account1 The minor2 The grantor-trustee1 The actual owner1 The owner3 The grantor* For this type of account: Give name and EIN of: 7. Disregarded entity not owned by an Individual 8. A valid trust, estate, or pension trust 9. Corporation or LLC electing corporate status on Form 8832 or Form 2553 10. Association, club, religious, charitable, educational, or other tax-exempt organization 11. Partnership or multi-member LLC 12. A broker or registered nominee 13. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments 14. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B)) The owner Legal entity4 The corporation The organization The partnership The broker or nominee The public entity The trust

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY
CIFC Corp.

Offer for all outstanding
8.50% Senior Notes due 2025,
in exchange for
8.50% Senior Notes due 2025

which have been registered under

the Securities Act of 1933, as amended

Pursuant to the Prospectus, dated          , 2016

The exchange offer will expire at 5:00 p.m., New York City time, on          , 2016, unless extended. Tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

This form or one substantially equivalent hereto must be used to accept the exchange offer of CIFC Corp. which we refer to as CIFC in this notice, made pursuant to the prospectus, dated          , 2016, if certificates for the outstanding 8.50% Senior Notes due 2025 of CIFC, which we refer to as the old notes in this notice, are not immediately available or if the procedure for book-entry transfer cannot be completed at or prior to 5:00 p.m., New York City time, on the expiration date or time will not permit all required documents to reach U.S. Bank National Association, as exchange agent, at or prior to 5:00 p.m., New York City time, on          , 2016, unless extended, which we refer to as the expiration date in this notice. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to the exchange agent as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender old notes pursuant to the exchange offer, a completed, signed and dated letter of transmittal for old notes held in certificated form (or a facsimile of the letter of transmittal) or an agent’s message instead of a letter of transmittal for old notes held in book-entry form must also be received by the exchange agent at or prior to 5:00 p.m., New York City time, on the expiration date. Capitalized terms not defined herein shall have the respective meanings ascribed to them in the prospectus.

The exchange agent for the exchange offer is:

U.S. Bank National Association

By Hand and Overnight Delivery or Certified Mail:
U. S. Bank National Association
Attn: Corporate Actions
111 Fillmore Avenue
St. Paul, MN  55107-1402
Attn: Corporate Actions
CIFC Corp.
8.50% Senior Notes due 2025 By Facsimile (for eligible institutions only):
(651) 466-7367


To Confirm by Telephone:
(800) 934-6802

For Information:

U. S. Bank National Association
Attn: Corporate Actions
111 Fillmore Avenue
St. Paul, MN  55107-1402
Attn: Corporate Actions

Delivery of this notice to an address other than as set forth above or transmission of this notice via facsimile to a number other than as set forth above will not constitute a valid delivery.

This notice is not to be used to guarantee signatures. If a signature on a letter of transmittal is required to be guaranteed by an “eligible institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the letter of transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to CIFC, upon the terms and subject to the conditions set forth in the prospectus and the related letter of transmittal, receipt of each of which the undersigned hereby acknowledges, the aggregate principal amount of old notes set forth below, pursuant to the guaranteed delivery procedures described in the letter of transmittal and under the caption “The Exchange Offer — Guaranteed Delivery Procedures” in the prospectus.

Aggregate principal amount of old notes tendered (must be in denominations of $1,000 and integral multiples of $1,000 in excess of $1,000)

Name(s) of holder(s)

Name of eligible guarantor institution guaranteeing delivery

Provide the following information for old notes certificates to be delivered to the exchange agent:

Certificate numbers for old notes tendered

Provide the following information for old notes to be tendered by book-entry delivery:

Name of tendering institution

DTC account number

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.  

PLEASE SIGN HERE

x
X
Signature(s) of owners or	Date
authorized signatory

Area code and telephone number

Must be signed by the holder(s) of the old notes being tendered as the name(s) appear(s) on the certificates evidencing such old notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below. Please print name(s) and address(es).

Name(s):

Capacity:

Address(es):

2

GUARANTEE

(not to be used for signature guarantees)

The undersigned, a firm or other entity identified in Rule 17Ad-15 under the United States Securities Exchange Act of 1934, as amended, as an “Eligible Guarantor Institution,” which definition includes: (i) banks (as that term is defined in Section 3(a) of the Federal Deposit Insurance Act); (ii) brokers, dealers, municipal securities dealers, municipal securities brokers, government securities dealers, and government securities brokers, as those terms are defined under the Act; (iii) credit unions (as that term is defined in Section 19(b)(1)(A) of the Federal Reserve Act); (iv) national securities exchanges, registered securities associations, and clearing agencies, as those terms are used under the Act; and (v) savings associations (as that term is defined in Section 3(b) of the Federal Deposit Insurance Act), hereby guarantees to deliver to the exchange agent, within three New York Stock Exchange trading days after the date of execution of this notice, the old notes tendered hereby, either: (a) by book-entry transfer, to the account of the exchange agent at DTC, pursuant to the procedures for book-entry delivery set forth in the prospectus, together with an agent’s message, with any required signature guarantees, and any other required documents, or (b) by delivering certificates representing the old notes tendered hereby, together with the properly completed, dated and duly executed letter of transmittal (or a manually signed facsimile of the letter of transmittal), with any required signature guarantees, and any other required documents.

The undersigned acknowledges that it must deliver the old notes tendered hereby, either (i) in the case of old notes held in book-entry form, by book-entry transfer into the account of the exchange agent at DTC, together with an agent’s message, and any required signature guarantees and other required documents, or (ii) in the case of old notes held in certificated form, by delivering to the exchange agent certificates representing the old notes tendered hereby, together with the letter of transmittal (or a manually signed facsimile copy of the letter of transmittal), and any required signature guarantees and other required documents, in either case, within the time period set forth above and that failure to do so could result in a financial loss to the undersigned.

(Please Type or Print)

(Firm Name)

(Firm Address)

(Area Code and Telephone Number and Fax Number)

(Authorized Signature)

(Print or Type Name of Signatory)

(Title)

(Date)

Do not send physical certificates representing old notes with this notice. Such physical certificates should be sent to the exchange agent, together with a properly completed and executed letter of transmittal.

3

EX-99.3

Exhibit 99.3

CIFC CORP.

Offer for all outstanding
8.50% Senior Notes due 2025,
in exchange for
8.50% Senior Notes due 2025

which have been registered under

the Securities Act of 1933, as amended

Pursuant to the Prospectus, dated          , 2016

The exchange offer will expire at 5:00 p.m., New York City time, on          , 2016, unless extended. Tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

           , 2016

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

Your prompt action is requested. The exchange offer will expire at 5:00 p.m., New York City time, on          , 2016, unless extended, which we refer to as the expiration date in this letter. Old notes (as defined below) tendered pursuant to the exchange offer may be withdrawn at any time before the expiration date. Please furnish copies of the enclosed materials as quickly as possible to those of your clients for whom you hold old notes in your name or in the name of your nominee.

CIFC Corp., which we refer to as CIFC in this letter, is offering, upon and subject to the terms and conditions set forth in the prospectus, dated          , 2016 and the enclosed letter of transmittal to exchange in the exchange offer its 8.50% Senior Notes due 2025, which have been registered under the Securities Act of 1933, as amended, for its outstanding 8.50% Senior Notes due 2025, which we refer to in this letter as the old notes. The exchange offer is being made in order to satisfy certain obligations of CIFC contained in the Registration Rights Agreement, dated November 2, 2015 by and among CIFC, the guarantors named therein and Sandler O’Neill + Partners, L.P., as the initial purchaser referred to therein in connection with the initial private placement of the old notes.

We are requesting that you contact your clients for whom you hold old notes regarding the exchange offer. For your information and for forwarding to your clients for whom you hold old notes registered in your name or in the name of your nominee, or who hold old notes registered in their own names, we are enclosing the following documents:

1.Prospectus, dated          , 2016;

2.The letter of transmittal for your use and for the information of your clients;

3.A form of letter which may be sent to your clients for whose account you hold old notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the exchange offer.

To participate in the exchange offer, a duly executed and properly completed letter of transmittal for old notes held in certificated form (or facsimile of the letter of transmittal) or an agent’s message instead of the letter of transmittal for old notes held in book-entry form, with any required signature guarantees and any other required documents, should be sent to the exchange agent, and certificates representing the old notes should be delivered to the exchange agent or the old notes

should be tendered by the book-entry procedures described in the prospectus under “The Exchange Offer — DTC Book-Entry Transfers,” all in accordance with the instructions set forth in the letter of transmittal and the prospectus.

CIFC will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the prospectus and the related documents to the beneficial owners of old notes held by them as nominee or in a fiduciary capacity. CIFC will pay or cause to be paid all transfer taxes applicable to the exchange of old notes pursuant to the exchange offer, except as set forth in Instruction 5 of the letter of transmittal.

Any inquiries you may have with respect to the procedure for tendering old notes pursuant to the exchange offer, or requests for additional copies of the enclosed materials, should be directed to U.S. Bank National Association, the exchange agent for the exchange offer, at its address and telephone number set forth on the front of the letter of transmittal.

Very truly yours,

CIFC Corp.

Nothing herein or in the enclosed documents shall constitute you or any person as an agent of CIFC or the exchange agent, or authorize you or any other person to use any document or make any statements on behalf of either of them with respect to the exchange offer, except for statements expressly made in the prospectus or the letter of transmittal.

Enclosures

2

EX-99.4

Exhibit 99.4

CIFC CORP.

Offer for all outstanding
8.50% Senior Notes due 2025,
in exchange for
8.50% Senior Notes due 2025

which have been registered under

the Securities Act of 1933, as amended

Pursuant to the Prospectus, dated          , 2016

The exchange offer will expire at 5:00 p.m., New York City time, on          , 2016, unless extended. Tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

            , 2016

To Our Clients:

Enclosed for your consideration is a prospectus, dated          , 2016, and the related letter of transmittal relating to the exchange offer by CIFC Corp., which we refer to as CIFC in this letter, to exchange its 8.50% Senior Notes due 2025, which have been registered under the Securities Act of 1933, as amended, which we refer to as the new notes in this letter, for its outstanding 8.50% Senior Notes due 2025, which we refer to as the old notes in this letter, upon the terms and subject to the conditions described in the prospectus and the letter of transmittal. The exchange offer is being made in order to satisfy certain obligations of CIFC contained in the Registration Rights Agreement, dated November 2, 2015 by and among CIFC, the guarantors named therein and Sandler O’Neill + Partners, L.P., as the initial purchaser referred to therein in connection with the initial private placement of the old notes.

This material is being forwarded to you as the beneficial owner of the old notes held by us for your account but not registered in your name. A tender of such old notes may only be made by us as the holder of record and pursuant to your instructions.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the old notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed prospectus and letter of transmittal.

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the old notes on your behalf in accordance with the provisions of the exchange offer. The exchange offer will expire at 5:00 p.m., New York City time, on          , 2016, unless extended by CIFC, which we refer to as the expiration date in this letter. Any old notes tendered pursuant to the exchange offer may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date.

Your attention is directed to the following:

1.The exchange offer is for any and all old notes.

2.The exchange offer is subject to certain conditions set forth in the prospectus in the section captioned “The Exchange Offer — Conditions to the Exchange Offer.”

3.Any transfer taxes incident to the transfer of old notes from the holder to CIFC will be paid by CIFC, except as otherwise provided in the instructions in the letter of transmittal.

4.The exchange offer expires at 5:00 p.m., New York City time, on          , 2016, unless extended by CIFC.

If you wish to have us tender your old notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. The letter of transmittal is furnished to you for information only and may not be used directly by you to tender old notes.

INSTRUCTIONS

The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the exchange offer of CIFC with respect to the old notes.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer all right, title and interest in the old notes and to acquire the new notes, issuable upon the exchange of such old notes, and that, when such validly tendered old notes are accepted by CIFC for exchange, CIFC will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim.

By completing, executing and delivering these instructions, the undersigned hereby makes the acknowledgments, representations and warranties referred to above and instructs you to tender the old notes held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the prospectus and letter of transmittal.

	Old Notes Which Are to be Tendered
Certificate Numbers	Principal Amount Held by the	Old Notes Are to be Tendered
(If Available)	Undersigned	(“Yes” or “No”)*
Unless otherwise indicated, “yes” will be assumed

None of the old notes held by you for the undersigned’s account will be tendered unless you receive written instructions from the undersigned to do so. Unless a specific contrary instruction is given in the space provided, the undersigned’s signature(s) hereon shall constitute an instruction to you to tender all the old notes held by you for the undersigned’s account.

2

IMPORTANT

PLEASE SIGN HERE

(to be completed by all tendering holders)

The completion, execution and timely delivery of these instructions will be deemed to constitute an instruction to tender old notes as indicated above.

Signature(s):

Name(s) (Please Print):

Address:

Zip Code:

Area Code and Telephone No.:

Tax Identification or Social Security No.:

My Account Number with You:

Date:

(Must be signed by the registered holder(s) of the old notes exactly as its (their) name(s) appear(s) on certificate(s) or on a security position listing, or by the person(s) authorized to become registered holder(s) by endorsement and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title next to his or her name above. See Instruction 3 to the letter of transmittal.)

3