Common use of BAD ACTOR QUESTIONNAIRE Clause in Contracts

BAD ACTOR QUESTIONNAIRE. 1. During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter? a) If your answer to Question 1 was “yes”, was the conviction related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ No ¨ 2. Are you subject to any court injunction or restraining order entered during the past five years that is related to any securities matter? a) If your answer to Question 2 was “yes”, does the court injunction or restraining order currently restrain or enjoin you from engaging or continuing to engage in any conduct or practice related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the SEC; or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ No ¨ 3. Are you subject to any final order 1 of any governmental commission, authority, agency or officer 2 (2) related to any securities, insurance or banking matter? 1 A “final order” is defined under Rule 501(g) as a written directive or declaratory statement issued by a federal or state agency described in Rule 506(d)(1)(iii) under applicable statutory authority that provides for notice and an opportunity for a hearing, and that constitutes a final disposition or action by such federal or state agency.

BAD ACTOR QUESTIONNAIRE. 1. During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter? a) If your answer to Question 1 was “yes”, was the conviction related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ No ¨ 2. Are you subject to any court injunction or restraining order entered during the past five years that is related to any securities matter? a) If your answer to Question 2 was “yes”, does the court injunction or restraining order currently restrain or enjoin you from engaging or continuing to engage in any conduct or practice related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the SEC; or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ No ¨ 3. Are you subject to any final order 1 order2 of any governmental commission, authority, agency or officer 2 (2officer3(2) related to any securities, insurance or banking matter?? Yes ¨ (If yes, please continue to Question 3.a) No ¨ (If no, please continue to Question 4) 1 a) If your answer to Question 3 was “yes”: i) Does the order currently bar you from: (i) associating with an entity regulated by such commission, authority, agency or officer; (ii) 2 A “final order” is defined under Rule 501(g) as a written directive or declaratory statement issued by a federal or state agency described in Rule 506(d)(1)(iii) under applicable statutory authority that provides for notice and an opportunity for a hearing, and that constitutes a final disposition or action by such federal or state agency.

BAD ACTOR QUESTIONNAIRE. 1. During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter? a) If your answer to Question 1 was “yes”, was the conviction related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ ☐ No ¨☐ 2. Are you subject to any court injunction or restraining order entered during the past five years that is related to any securities matter? a) If your answer to Question 2 was “yes”, does the court injunction or restraining order currently restrain or enjoin you from engaging or continuing to engage in any conduct or practice related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the SEC; or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ ☐ No ¨☐ 3. Are you subject to any final order 1 order1 of any governmental commission, authority, agency or officer 2 (2officer2(2) related to any securities, insurance or banking matter? ? Yes ☐ (If yes, please continue to Question 3.a) __________________________ 1 A “final order” is defined under Rule 501(g) as a written directive or declaratory statement issued by a federal or state agency described in Rule 506(d)(1)(iii) under applicable statutory authority that provides for notice and an opportunity for a hearing, and that constitutes a final disposition or action by such federal or state agency.

BAD ACTOR QUESTIONNAIRE. 1. During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter? a) If your answer to Question 1 was “yes”, was the conviction related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ o No ¨o 2. Are you subject to any court injunction or restraining order entered during the past five years that is related to any securities matter? a) If your answer to Question 2 was “yes”, does the court injunction or restraining order currently restrain or enjoin you from engaging or continuing to engage in any conduct or practice related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the SEC; or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ o No ¨o 3. Are you subject to any final order 1 order(1) of any governmental commission, authority, agency or officer 2 (2officer(2)(2) related to any securities, insurance or banking matter? 1 (1) A “final order” is defined under Rule 501(g) as a written directive or declaratory statement issued by a federal or state agency described in Rule 506(d)(1)(iii) under applicable statutory authority that provides for notice and an opportunity for a hearing, and that constitutes a final disposition or action by such federal or state agency. (2) You may limit your response to final orders of: (i) state securities commissions (or state agencies/officers that perform a similar function); (ii) state authorities that supervise or examine banks, savings associations or credit unions; (iii) state insurance commissions (or state agencies/officers that perform a similar function); (iv) federal banking agencies; (v) the U.S. Commodity Futures Trading Commission; or (vi) the U.S. National Credit Union Administration. Yes o (If yes, please continue to Question 3.a) No o (If no, please continue to Question 4) a) If your answer to Question 3 was “yes”: i) Does the order currently bar you from: (i) associating with an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities? Yes o No o ii) Was the order (i) entered within the past ten years and (ii) based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct? Yes o No o 4. Are you subject to any SEC disciplinary order?(3)(3) a) If your answer to Question 4 was “yes”, does the order currently: (i) suspend or revoke your registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) place limitations on your activities, functions or operations; or (iii) bar you from being associated with any particular entity or class of entities or from participating in the offering of any xxxxx stock? 5. Are you subject to any SEC cease and desist order entered within the past five years? a) If your answer to Question 5 was “yes”, does the order currently require you to cease and desist from committing or causing a violation or future violation of (i) any knowledge-based anti-fraud provision of the U.S. federal securities laws(4) or (ii) Section 5 of the Securities Act? Yes o No o 6. Have you been suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association?

BAD ACTOR QUESTIONNAIRE. 1. ) During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter? a) If your answer to Question 1 was “yes”, was the conviction related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser adviser, or paid solicitor of purchasers of securities? Yes ¨ o No ¨o 2. ) Are you subject to any court injunction or restraining order entered during the past five years that is related to any securities matter? a) If your answer to Question 2 was “yes”, does the court injunction or restraining order currently restrain or enjoin you from engaging or continuing to engage in any conduct or practice related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the SEC; or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser adviser, or paid solicitor of purchasers of securities? Yes ¨ o No ¨o 3. ) Are you subject to any final order 1 order(1) of any governmental commission, authority, agency or officer 2 (2officer(2) related to any securities, insurance insurance, or banking matter? 1 A a) If your answer to Question 3 was “final order” is defined under Rule 501(g) as a written directive or declaratory statement issued by a federal or state agency described in Rule 506(d)(1)(iii) under applicable statutory authority that provides for notice and an opportunity for a hearing, and that constitutes a final disposition or action by such federal or state agency.yes”:

BAD ACTOR QUESTIONNAIRE. 1. During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter? a) If your answer to Question 1 was “yes”, was the conviction related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ No ¨ 2. Are you subject to any court injunction or restraining order entered during the past five years that is related to any securities matter? a) If your answer to Question 2 was “yes”, does the court injunction or restraining order currently restrain or enjoin you from engaging or continuing to engage in any conduct or practice related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the SEC; or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ No ¨ 3. Are you subject to any final order 1 order(1) of any governmental commission, authority, agency or officer 2 (2officer(2) related to any securities, insurance or banking matter? 1 (1) A “final order” is defined under Rule 501(g) as a written directive or declaratory statement issued by a federal or state agency described in Rule 506(d)(1)(iii) under applicable statutory authority that provides for notice and an opportunity for a hearing, and that constitutes a final disposition or action by such federal or state agency. (2) You may limit your response to final orders of: (i) state securities commissions (or state agencies/officers that perform a similar function); (ii) state authorities that supervise or examine banks, savings associations or credit unions; (iii) state insurance commissions (or state agencies/officers that perform a similar function); (iv) federal banking agencies; (v) the U.S. Commodity Futures Trading Commission; or (vi) the U.S. National Credit Union Administration. Yes ¨ (If yes, please continue to Question 3.a) No x (If no, please continue to Question 4) a) If your answer to Question 3 was “yes”: i) Does the order currently bar you from: (i) associating with an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities? Yes ¨ No ¨ ii) Was the order (i) entered within the past ten years and (ii) based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct? Yes ¨ No ¨ 4. Are you subject to any SEC disciplinary order?(3) a) If your answer to Question 4 was “yes”, does the order currently: (i) suspend or revoke your registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) place limitations on your activities, functions or operations; or (iii) bar you from being associated with any particular entity or class of entities or from participating in the offering of any pxxxx stock? 5. Are you subject to any SEC cease and desist order entered within the past five years? a) If your answer to Question 5 was “yes”, does the order currently require you to cease and desist from committing or causing a violation or future violation of (i) any knowledge-based anti-fraud provision of the U.S. federal securities laws(4) or (ii) Section 5 of the Securities Act? Yes ¨ No ¨ 6. Have you been suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association?

BAD ACTOR QUESTIONNAIRE. 1. During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter? a) If your answer to Question 1 was “yes”, was the conviction related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ ☐ No ¨☐ 2. Are you subject to any court injunction or restraining order entered during the past five years that is related to any securities matter? a) If your answer to Question 2 was “yes”, does the court injunction or restraining order currently restrain or enjoin you from engaging or continuing to engage in any conduct or practice related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the SEC; or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ ☐ No ¨☐ 3. Are you subject to any final order 1 order1 of any governmental commission, authority, agency or officer 2 officer2 (2) related to any securities, insurance or banking matter? 1 A “final order” is defined under Rule 501(g? Yes ☐ (If yes, please continue to Question 3.a) as a written directive or declaratory statement issued by a federal or state agency described in Rule 506(d)(1)(iii) under applicable statutory authority that provides for notice and an opportunity for a hearingNo ☐ (If no, and that constitutes a final disposition or action by such federal or state agency.please continue to Question 4)

BAD ACTOR QUESTIONNAIRE. 1. During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter? ? Yes ☐ (If yes, please continue to Question 1.a) No ☐ (If no, please continue to Question 2) a) If your answer to Question 1 was “yes”, was the conviction related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ ☐ No ¨☐ 2. Are you subject to any court injunction or restraining order entered during the past five years that is related to any securities matter? ? Yes ☐ (If yes, please continue to Question 2.a) No ☐ (If no, please continue to Question 3) a) If your answer to Question 2 was “yes”, does the court injunction or restraining order currently restrain or enjoin you from engaging or continuing to engage in any conduct or practice related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the SEC; or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ ☐ No ¨☐ 3. Are you subject to any final order 1 order1 of any governmental commission, authority, agency or officer 2 (2officer2(2) related to any securities, insurance or banking matter? 1 A “final order” is defined under Rule 501(g) as a written directive or declaratory statement issued by a federal or state agency described in Rule 506(d)(1)(iii) under applicable statutory authority that provides for notice and an opportunity for a hearing, and that constitutes a final disposition or action by such federal or state agency.