Kornitzer Capital Management, Inc.

Allegations: PROCEEDING RELATED TO CERTAIN ALLEGED VIOLATIONS OF SECTION 15(C) OF THE INVESTMENT COMPANY ACT ARISING FROM THE ADVISER'S FAILURE TO FURNISH THE FUNDS' BOARD WITH COMPLETE AND ACCURATE INFORMATION CONCERNING THE ALLOCATION OF CEO COMPENSATION EXPENSE IN THE ADVISER'S PROFITABILITY ANALYSIS THAT WAS REASONABLY NECESSARY FOR THE BOARD TO EVALUATE THE TERMS OF THE ADVISER'S ADVISORY CONTRACTS. Status: Final Sanction Detail: ADVISER AND THE FORMER CCO, WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, AGREED TO THE ENTRY BY THE SEC OF A CEASE AND DESIST ORDER AGAINST COMMITTING OR CAUSING FUTURE VIOLATIONS OF SECTION 15(C) OF THE INVESTMENT COMPANY ACT AND REQUIRING PAYMENT OF CIVIL MONEY PENALTIES OF $50,000 AND $25,000, RESPECTIVELY, TO THE SEC. ADVISER AND FORMER CCO PAID THEIR RESPECTIVE PENALTIES TO THE SEC ON APRIL 29, 2015. Summary: ADVISER AND THE FORMER CCO, WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, CONSENTED TO THE ENTRY OF A CEASE AND DESIST ORDER AGAINST COMMITTING OR CAUSING FUTURE VIOLATIONS OF SECTION 15(C) OF THE INVESTMENT COMPANY ACT AND REQUIRING PAYMENT OF CIVIL MONEY PENALTIES OF $50,000 AND $25,000, RESPECTIVELY, TO THE SEC. THE SEC ISSUED THE ORDER ON APRIL 21, 2015.

Allegations: PROCEEDING RELATED TO CERTAIN ALLEGED VIOLATIONS OF SECTION 206(2) AND SECTION 206(4) OF THE INVESTMENT ADVISERS ACT OF 1940 AND RULE 206(4)-7 THEREUNDER. ALLEGATIONS RELATED TO FAILURE TO FOLLOW CLIENT INSTRUCTIONS AND FAILURE TO ADOPT AND IMPLEMENT POLICIES AND PROCEDURES TO PREVENT THE ALLEGED VIOLATIONS. Status: Final Sanction Detail: THE ADVISER AND THE PRESIDENT OF THE ADVISER, WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, AGREED TO THE ENTRY BY THE SEC OF AN ORDER IMPOSING THE FOLLOWING: (1) THE ADVISER AND PRESIDENT SHALL CEASE AND DESIST FROM COMMITTING OR CAUSING FUTURE VIOLATIONS OF SECTION 206(2) AND SECTION 206(4) OF THE INVESTMENT ADVISERS ACT AND RULE 206(4)-7 THEREUNDER, (2) THE ADVISER AND PRESIDENT ARE CENSURED, (3) THE ADVISER SHALL PAY DISGORGEMENT OF $4,978,448 OF WHICH $4,132,132 WAS PAID PRIOR TO THE ORDER FOR A BALANCE OF $846,316 AND PREJUDGMENT INTEREST OF $80,679, AND (4) THE ADVISER AND PRESIDENT SHALL PAY, JOINT AND SEVERALLY, A CIVIL MONEY PENALTY OF $2,700,000. THE ADVISER AND PRESIDENT PAID THE REFERENCED AMOUNTS ON DECEMBER 19, 2019. Summary: THE SEC ISSUED FINAL ORDER ON DECEMBER 10, 2019. TERMS AND CONDITIONS ARE DETAILED IN RESPONSE TO 12.B.