Westbridge Capital Us Advisors, LP

Includes form instructions and options. Options shown in this text do not identify which boxes were selected.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an 
INITIAL OR
AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
11.E., 11.F. or 11.G. of Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1)
11.C(2)
11.C(3)
11.C(4)
11.C(5)
11.D(1)
11.D(2)
11.D(3)
11.D(4)
11.D(5)
11.E(1)
11.E(2)
11.E(3)
11.E(4)
11.F.
11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File

with a completed Execution Page. 
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the
same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A.  The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). 
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
CRD
Number:
This advisory affiliate is 
a Firm
an Individual
Registered:
Yes
No
Name:
WESTBRIDGE VENTURES II,
LLC
(For individuals, Last, First,
Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the
adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item
11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances: 
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
 Yes
 No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1.  Regulatory Action initiated by:
SEC   
Other Federal   
State   
SRO
Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 
OFFICE OF THE SPECIAL DIRECTOR OF ENFORCEMENT, DIRECTORATE OF ENFORCEMENT, SOUTH REGIONAL OFFICE, CHENNAI INDIA
2.
Principal Sanction:
Civil and Administrative Penalt(ies) /Fine(s)
Other Sanctions: 
3.
Date Initiated (MM/DD/YYYY): 
04/17/2017
 Exact
 Explanation
If not exact, provide explanation:
4.
Docket/Case Number:
T-4/10/CEZO/SRO/2017
5.
Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6.
Principal Product Type:
Other
Other Product Types: 
VENTURE CAPITAL FUND THAT MADE INVESTMENTS IN INDIAN AND NON-INDIAN PORTFOLIO COMPANIES, LOCATED IN, OPERATING IN, OR WITH
BUSINESS LINKAGES TO INDIA. THE TERM OF THE FUND HAS ENDED AND IT IS THEREFORE NO LONGER MAKING ACTIVE INVESTMENTS AND IS IN WIND

DOWN MODE.
7.
Describe the allegations related to this regulatory action (your response must fit within the space provided):
THE ORDER DATED JANUARY 06, 2023 ISSUED BY THE DIRECTORATE OF ENFORCEMENT, SOUTHERN REGIONAL OFFICE, CHENNAI ("ED") ALLEGES THAT
THE INVESTMENT BY THE ADVISORY AFFILIATE AND ITS WHOLLY OWNED SUBSIDIARY IN VASAN HEALTHCARE PRIVATE LIMITED ("VASAN") WAS NOT IN
COMPLIANCE WITH THE FOREIGN DIRECT INVESTMENT ("FDI") SCHEME UNDER THE FOREIGN EXCHANGE MANAGEMENT ACT, 1999 ("FEMA"), ON
CERTAIN GROUNDS, INCLUDING THAT THE SUBSIDIARY WAS NOT REGISTERED WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA AS A FOREIGN
VENTURE CAPITAL INVESTOR. THE ADVISORY AFFILIATE VIGOROUSLY DISPUTES THE ORDER ON THE GROUNDS THAT IT IS BASED ON ERRONEOUS
ASSUMPTIONS AS TO FACT AND LAW.
8.
Current Status?      
 Pending
 On Appeal
 Final
9.
If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
APPELLATE TRIBUNAL FOR FOREIGN EXCHANGE ON MARCH 17, 2023
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Other
11. Resolution Date (MM/DD/YYYY):
03/17/2023
 Exact
 Explanation
If not exact, provide explanation:
THE APPEAL WAS FILED ON MARCH 17, 2023 AND FURTHER DETAILS ARE NOTED IN RESPONSE TO ITEM 13 BELOW
12. Resolution Detail:
A.  Were any of the following Sanctions Ordered (check all appropriate items)?
 Monetary/Fine Amount: $ 8,700,000.00
 Revocation/Expulsion/Denial
 Disgorgement/Restitution
 Censure
 Cease and Desist/Injunction
 Bar
 Suspension
B.
Other Sanctions Ordered:
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived: 
THE ORDER IMPOSED A MONETARY FINE OF APPROXIMATELY $8,700,000.00. PLEASE SEE RESPONSE TO ITEM 13 BELOW FOR ADDITIONAL
DETAILS.
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
PURSUANT TO A SHOW CAUSE NOTICE DATED APRIL 17, 2017 ISSUED BY THE ED, AN ORDER DATED JANUARY 6, 2023 TO PAY INR 826 MILLION
(EQUIVALENT TO APPROX. USD 8.7 MILLION) WAS ISSUED TO THE ADVISORY AFFILIATE AND ITS WHOLLY OWNED SUBSIDIARY WITH RESPECT TO
THEIR INVESTMENT IN VASAN ("ED ORDER"). THE ADVISORY AFFILIATE AND ITS SUBSIDIARY HAVE, IN THEIR APPEALS, FILED ON MARCH 17, 2023,
SUBMITTED WHY THEY BELIEVE THE ED ORDER IS INCORRECT. THE ADVISORY AFFILIATE AND ITS SUBSIDIARY HAD ALSO FILED APPLICATIONS FOR A
STAY AGAINST THE ORDER OF THE ED AND FOR DISPENSATION OF THE REQUIREMENT TO DEPOSIT THE PENALTY AMOUNT. THE FEMA APPELLATE
TRIBUNAL HAS WAIVED THE REQUIREMENT FOR THE SUBSIDIARY OF THE ADVISORY AFFILIATE TO DEPOSIT APPROX. USD 8.39 MILLION AND USD
395,234 HAS BEEN DEPOSITED BY THE ADVISORY AFFILIATE PENDING DISPOSIITON OF ITS APPEAL. ON FEBRUARY 03, 2026, THE FEMA APELLATE
TRIBUNAL QUASHED THE ED ORDER IN SO FAR AS IT APPLIES TO THE SUBSIDIARY OF THE ADVISORY AFFILIATE. WHILE THE HEARING AND
CONCLUSION OF THE APPEAL FILED BY THE ADVISORY AFFILIATE MAY TAKE AT LEAST AN ADDITIONAL 12 MONTHS, WESTBRIDGE BELIEVES THAT THE
LIKELIHOOD OF MATERIAL PENALTIES BEING FINALLY IMPOSED AGAINST THE ADVISORY AFFILIATE IS REMOTE.

Includes form instructions and options. Options shown in this text do not identify which boxes were selected.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an 
INITIAL OR
AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
11.E., 11.F. or 11.G. of Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1)
11.C(2)
11.C(3)
11.C(4)
11.C(5)
11.D(1)
11.D(2)
11.D(3)
11.D(4)
11.D(5)
11.E(1)
11.E(2)
11.E(3)
11.E(4)

11.F.
11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page. 
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the
same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A.  The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). 
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
CRD
Number:
This advisory affiliate is 
a Firm
an Individual
Registered:
Yes
No
Name:
WESTBRIDGE CROSSOVER
FUND, LLC
(For individuals, Last, First,
Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the
adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item
11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances: 
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
 Yes
 No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1.  Regulatory Action initiated by:
SEC   
Other Federal   
State   
SRO
Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 
THE COMPETITION COMMISSION OF INDIA
2.
Principal Sanction:
Civil and Administrative Penalt(ies) /Fine(s)
Other Sanctions: 
3.
Date Initiated (MM/DD/YYYY): 
08/19/2025
 Exact
 Explanation
If not exact, provide explanation:
4.
Docket/Case Number:
REF NO. M&A/2023/10/04(04)/CD
5.
Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6.
Principal Product Type:

Other
Other Product Types: 
INVESTMENT FUND THAT MAKES INVESTMENTS IN INDIAN AND NON-INDIAN PORTFOLIO COMPANIES, LOCATED IN, OPERATING IN, OR WITH BUSINESS
LINKAGES TO INDIA.
7.
Describe the allegations related to this regulatory action (your response must fit within the space provided):
THE COMPETITION COMMISSION OF INDIA ("CCI") HAS ISSUED A SHOW CAUSE NOTICE BY WAY OF ITS ORDER DATED JULY 31, 2025, TO ADVISORY
AFFILIATE REQUIRING IT TO SHOW CAUSE AS TO WHY IT DID NOT NOTIFY TO THE CCI THE ACQUISITION BY ADVISORY AFFILIATE OF CERTAIN SHARES
IN MEESHO, INC. IN ACCORDANCE WITH APPLICABLE LAW. ADVISORY AFFILIATE HAS PROVIDED ITS RESPONSE TO THE SHOW CAUSE NOTICE TO THE
CCI DEFENDING THE NON NOTIFICATION OF THE ACQUISITION BY THE ADVISORY AFFILIATE.
8.
Current Status?      
 Pending
 On Appeal
 Final
9.
If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
11. Resolution Date (MM/DD/YYYY):
 Exact
 Explanation
If not exact, provide explanation:
12. Resolution Detail:
A.  Were any of the following Sanctions Ordered (check all appropriate items)?
 Monetary/Fine Amount: $
 Revocation/Expulsion/Denial
 Disgorgement/Restitution
 Censure
 Cease and Desist/Injunction
 Bar
 Suspension
B.
Other Sanctions Ordered:
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived: 
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
THE COMPETITION COMMISSION OF INDIA ("CCI") HAS ISSUED A SHOW CAUSE NOTICE BY WAY OF ITS ORDER DATED JULY 31, 2025, TO ADVISORY
AFFILIATE REQUIRING IT TO SHOW CAUSE AS TO WHY IT DID NOT NOTIFY TO THE CCI THE ACQUISITION BY ADVISORY AFFILIATE OF CERTAIN SHARES
IN MEESHO, INC. IN ACCORDANCE WITH APPLICABLE LAW. ADVISORY AFFILIATE HAS PROVIDED ITS RESPONSE TO THE SHOW CAUSE NOTICE TO THE
CCI DEFENDING THE NON NOTIFICATION OF THE ACQUISITION BY THE ADVISORY AFFILIATE.

Includes form instructions and options. Options shown in this text do not identify which boxes were selected.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an 
INITIAL OR
AMENDED response used to report details for affirmative responses to Item 11.H. of Part
1A or Item 2.F. of Part 1B of Form ADV.
Civil Judicial
Check Part 1A item(s) being responded to:
11.H(1)(a)
11.H(1)(b)
11.H(1)(c)
11.H(2)
Check Part 1B item(s) being responded to:
2.F(1)
2.F(2)
2.F(3)
2.F(4)
2.F(5)
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.
One event may result in more than one affirmative answer to Item 11.H. of Part 1A or Item 2.F. of Part 1B. Use only one DRP to report details related to the

same event. Unrelated civil judicial actions must be reported on separate DRPs.
PART I
A.  The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). 
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
CRD
Number:
This advisory affiliate is 
a Firm
an Individual
Registered:
Yes
No
Name:
WESTBRIDGE VENTURES II,
LLC ("WBV II")
(For individuals, Last, First,
Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the
adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.H.
(1)(a), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances: 
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
 Yes
 No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1.  Court Action initiated by: (Name of regulator, foreign financial regulatory authority, SRO, commodities exchange, agency, firm, private plaintiff, etc.) 
WBV II AND ITS SUBSIDIARY BEFORE THE APPELLATE TRIBUNAL UNDER THE FOREIGN EXCHANGE MANAGEMENT ACT, 1999 AT NEW DELHI, INDIA.
2.
Principal Relief Sought:
Other
Other Relief Sought: 
DISMISSAL OF ED ORDER
3.
Filing Date of Court Action (MM/DD/YYYY):
03/17/2023
 Exact
 Explanation
If not exact, provide explanation:
4.
Principal Product Type:
Other
Other Product Types: 
VENTURE CAPITAL FUND THAT MADE INVESTMENTS IN INDIAN AND NON-INDIAN PORTFOLIO COMPANIES, LOCATED IN, OPERATING IN, OR WITH
BUSINESS LINKAGES TO INDIA. THE TERM OF THE FUND HAS ENDED AND IT IS THEREFORE NO LONGER MAKING ACTIVE INVESTMENTS AND IS IN WIND
DOWN MODE.
5.
Formal Action was brought in (include name of Federal, State or Foreign Court, Location of Court - City or County and State or Country, Docket/Case
Number): 
APPELLATE TRIBUNAL UNDER THE FOREIGN EXCHANGE MANAGEMENT ACT, 1999 AT NEW DELHI, INDIA. DOCKET NO. FPA-FE-28/CHN/ 2023 & FPA-FE-
29/CHN/ 2023.
6.
Advisory Affiliate Employing Firm when activity occurred which led to the civil judicial action (if applicable): 

7.
Describe the allegations related to this civil action (your response must fit within the space provided): 
THE ADVISORY AFFILIATE AND ITS WHOLLY OWNED SUBSIDIARY FILED APPEALS AGAINST THE ORDER DATED JANUARY 6, 2023 ISSUED BY THE OFFICE
OF THE SPECIAL DIRECTOR OF ENFORCEMENT, DIRECTORATE OF ENFORCEMENT, SOUTH REGIONAL OFFICE, CHENNAI, INDIA, WHICH ALLEGES THAT
THAT THE INVESTMENT BY THE ADVISORY AFFILIATE AND ITS SUBSIDIARY IN VASAN HEALTHCARE PRIVATE LIMITED ("VASAN") WAS NOT IN
COMPLIANCE WITH THE FOREIGN DIRECT INVESTMENT ("FDI") SCHEME UNDER THE FOREIGN EXCHANGE MANAGEMENT ACT, 1999 ("FEMA"), ON
CERTAIN GROUNDS, INCLUDING THAT THE SUBSIDIARY WAS NOT REGISTERED WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA AS A FOREIGN
VENTURE CAPITAL INVESTOR. THE ADVISORY AFFILIATE AND ITS SUBSIDIARY VIGOROUSLY DISPUTE THE ORDER ON THE GROUNDS THAT IT IS BASED
ON ERRONEOUS ASSUMPTIONS AS TO FACT AND LAW.
8.
Current Status? 
 Pending
 On Appeal
 Final
9.
If on appeal, action appealed to (provide name of court) and Date Appeal Filed (MM/DD/YYYY): 
10. If pending, date notice/process was served (MM/DD/YYYY):
03/17/2023
 Exact
 Explanation
If not exact, provide explanation:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 14 only.
11. How was matter resolved:
12. Resolution Date (MM/DD/YYYY): 
 Exact
 Explanation
If not exact, provide explanation:
THE MATTER IS PENDING.
13. Resolution Detail:
A.  Were any of the following Sanctions Ordered or Relief Granted(check appropriate items)?
Monetary/Fine Amount: $
Revocation/Expulsion/Denial
Disgorgement/Restitution
Censure
Cease and Desist/Injunction
Bar
Suspension
B.
Other Sanctions:
C.
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement, or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived:
14. Provide a brief summary of circumstances related to the action(s), allegation(s), disposition(s) and/or finding(s) disclosed above (your response must
fit within the space provided). 
PURSUANT TO A SHOW CAUSE NOTICE DATED APRIL 17, 2017 ISSUED BY THE ED, AN ORDER DATED JANUARY 6, 2023 TO PAY INR 826 MILLION
(EQUIVALENT TO APPROX. USD 8.7 MILLION) WAS ISSUED TO THE ADVISORY AFFILIATE AND ITS WHOLLY OWNED SUBSIDIARY WITH RESPECT TO
THEIR INVESTMENT IN VASAN ("ED ORDER"). THE ADVISORY AFFILIATE AND ITS SUBSIDIARY HAVE, IN THEIR APPEALS, FILED ON MARCH 17, 2023,
SUBMITTED WHY THEY BELIEVE THE ED ORDER IS INCORRECT. THE ADVISORY AFFILIATE AND ITS SUBSIDIARY HAD ALSO FILED APPLICATIONS FOR A
STAY AGAINST THE ORDER OF THE ED AND FOR DISPENSATION OF THE REQUIREMENT TO DEPOSIT THE PENALTY AMOUNT. THE FEMA APPELLATE
TRIBUNAL HAS WAIVED THE REQUIREMENT FOR THE SUBSIDIARY OF THE ADVISORY AFFILIATE TO DEPOSIT APPROX. USD 8.39 MILLION AND USD
395,234 HAS BEEN DEPOSITED BY THE ADVISORY AFFILIATE PENDING DISPOSIITON OF ITS APPEAL. ON FEBRUARY 03, 2026, THE FEMA APELLATE
TRIBUNAL QUASHED THE ED ORDER IN SO FAR AS IT APPLIES TO THE SUBSIDIARY OF THE ADVISORY AFFILIATE. WHILE THE HEARING AND
CONCLUSION OF THE APPEAL FILED BY THE ADVISORY AFFILIATE MAY TAKE AT LEAST AN ADDITIONAL 12 MONTHS, WESTBRIDGE BELIEVES THAT THE
LIKELIHOOD OF MATERIAL PENALTIES BEING FINALLY IMPOSED AGAINST THE ADVISORY AFFILIATE IS REMOTE.