Common use of Compliance with Anti-Money Laundering Regulations, etc Clause in Contracts

Compliance with Anti-Money Laundering Regulations, etc. To comply with applicable U.S. and other anti-money laundering laws and regulations, all payments and contributions by the Subscriber to the Company and all payments and distributions to the Subscriber from the Company will only be made in the Subscriber’s name and to and from a bank account of a bank based or incorporated in or formed under the laws of the United States or that is regulated in and either based or incorporated in or formed under the laws of the United States and that is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended by Title III of the USA PATRIOT Act, as further amended from time to time, and the regulations promulgated thereunder by the U.S. Department of the Treasury, as such regulations may be amended from time to time (the “Bank Secrecy Act”). The Subscriber acknowledges that, pursuant to anti-money laundering laws and regulations or requests from regulatory authorities within their respective jurisdictions, the Company, the Adviser and/or any administrator acting on behalf of the Company may be required to collect further documentation verifying the Subscriber’s identity, including, where Subscriber is a legal entity, Subscriber’s beneficial owner(s)3 and key controllers4 as defined by Financial Crimes Enforcement Network’s (“FinCEN”) U.S. Customer Due Diligence Rule, if applicable, and the source of funds used to purchase the Units before, and from time to time after, acceptance by the Company of this Subscription Agreement. The Subscriber agrees to provide the Company at any time it is a Unitholder with such information as the Company determines to be necessary or appropriate to comply with the anti-money laundering laws and regulations of any applicable jurisdiction, or to respond to requests for information concerning the identity of Subscribers from any governmental authority, self-regulatory organization or financial institution in connection with its anti-money laundering compliance procedures, or to update such information. The Subscriber is advised that the Company may provide information to the FinCEN, a bureau of the U.S. Department of Treasury, and other U.S. government and state regulators, where appropriate, in connection with a request for information on behalf of a law enforcement agency investigating terrorist activity or money laundering.

Compliance with Anti-Money Laundering Regulations, etc. To comply with applicable U.S. and other anti-money laundering laws and regulations, all payments and contributions by the Subscriber to the Company and all payments and distributions to the Subscriber from the Company will only be made in the Subscriber’s name and to and from a bank account of a bank based or incorporated in or formed under the laws of the United States or that is regulated in and either based or incorporated in or formed under the laws of the United States and that is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended by Title III of the USA PATRIOT Act, as further amended from time to time, and the regulations promulgated thereunder by the U.S. Department of the Treasury, as such regulations may be amended from time to time (the “Bank Secrecy Act”). Subscription Agreement (All Subscribers) The Subscriber acknowledges that, pursuant to anti-money laundering laws and regulations or requests from regulatory authorities within their respective jurisdictions, the Company, the Adviser and/or any administrator acting on behalf of the Company may be required to collect further documentation verifying the Subscriber’s identity, including, where Subscriber is a legal entity, Subscriber’s beneficial owner(s)3 and key controllers4 as defined by Financial Crimes Enforcement NetworkFinCEN’s (“FinCEN”) U.S. Customer Due Diligence Rule, if applicable, and the source of funds used to purchase the Units Shares before, and from time to time after, acceptance by the Company of this Subscription Agreement. The Subscriber agrees to provide the Company at any time it is a Unitholder during the term of the Company with such information as the Company determines to be necessary or appropriate to comply with the anti-money laundering laws and regulations of any applicable jurisdiction, or to respond to requests for information concerning the identity of Subscribers from any governmental authority, self-regulatory organization or financial institution in connection with its anti-money laundering compliance procedures, or to update such information. The Subscriber is advised that the Company may provide information to the FinCENFinancial Crimes Enforcement Network, a bureau of the U.S. Department of Treasury, Treasury and other U.S. government and state regulators, where appropriate, in connection with a request for information on behalf of a law enforcement agency investigating terrorist activity or money laundering. The Company will use reasonable best efforts to not knowingly sell the Shares to any natural person or entity acting, directly or indirectly, in contravention of any applicable money laundering regulations or conventions of the United States or other international jurisdictions, or on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that are included on any relevant lists maintained by the United Nations, European Union, North Atlantic Treaty Organization, Financial Action Task Force on Money Laundering, Organization for Economic Cooperation and Development, Office of Foreign Assets Control of U.S. Department of the Treasury (“OFAC”), SEC, U.S. Federal Bureau of Investigation, U.S. Central Intelligence Agency and U.S. Internal Revenue Service, or other similar or successor entities, in each case as may be amended from time to time; or on behalf of a foreign shell bank or a U.S. financial institution that has established, maintains, administers or manages an account in the United States for, or on behalf of, a foreign shell bank (“Prohibited Investments”). The Subscriber represents and warrants that the proposed subscription for the Shares, whether made on its own behalf or, if applicable, as an agent, trustee, representative, intermediary, nominee, or in a similar capacity on behalf of any other person or entity, nominee account or beneficial owner, whether a natural person or entity (each, an “Underlying Beneficial Owner”), is not a Prohibited Investment, and further represents and warrants that it will promptly notify the Company of any change in the Subscriber’s status or the status of any Underlying Beneficial Owner with respect to its representations and warranties regarding Prohibited Investments. The Subscriber further represents and warrants that neither the Subscriber nor any Underlying Beneficial Owner is on the List of Specially Designated Nationals and Blocked Persons, or any U.S. Executive Order administered by OFAC. (See hxxx://xxx.xxxxx.xxx/xxxx), or any United Nations, European Union and HM Treasury sanctions lists, as amended from time to time. The Subscriber will provide the Company with additional anti-money laundering information and materials if requested, which may include a copy of the Subscriber’s policies and procedures relating to compliance with Sanctions, anti-bribery and corruption, anti-money laundering, counter-terrorist financing or anti-boycott laws, rules and regulations. 3 Beneficial Owner(s) (for purposes of this Subscription Agreement and as defined under FinCEN’s Customer Due Diligence Rule) means each individual, who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25% or more (10% or more for higher risk customers) of the equity interests of a legal entity Subscriber. 4 Key Controller (for purposes of this Subscription Agreement and as defined under FinCEN’s Customer Due Diligence Rule) means a single individual with significant responsibility to control, manage, or direct a legal entity Subscriber, including an executive officer or senior manager or any other individual who regularly performs similar functions.

Compliance with Anti-Money Laundering Regulations, etc. To comply with applicable U.S. and other anti-money laundering laws and regulations, all payments and contributions by the Subscriber to the Company and all payments and distributions to the Subscriber from the Company will only be made in the Subscriber’s name and to and from a bank account of a bank based or incorporated in or formed under the laws of the United States or that is regulated in and either based or incorporated in or formed under the laws of the United States and that is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended by Title III of the USA PATRIOT Act, as further amended from time to time, and the regulations promulgated thereunder by the U.S. Department of the Treasury, as such regulations may be amended from time to time (the “Bank Secrecy Act”). The Subscriber acknowledges that, pursuant to anti-money laundering laws and regulations or requests from regulatory authorities within their respective jurisdictions, the Company, the Adviser and/or any administrator the Administrator acting on behalf of the Company may be required to collect further documentation verifying the Subscriber’s identity, including, where Subscriber is a legal entity, Subscriber’s beneficial owner(s)3 owner(s)1 and key controllers4 controllers2 as defined by Financial Crimes Enforcement NetworkXxxXXX’s (“FinCEN”) U.S. Customer Due Diligence Rule, if applicable, and the source of funds used to purchase the Common Units before, and from time to time after, acceptance by the Company of this Subscription Agreement. The Subscriber agrees to provide the Company at any time it is a Unitholder during the term of the Company with such information as the Company reasonably determines to be necessary or appropriate to comply with the anti-money laundering laws and regulations of any applicable jurisdiction, or to respond to requests for information concerning the identity of Subscribers from any governmental authority, self-regulatory organization or financial institution in connection with its anti-money laundering compliance procedures, or to update such information. The Subscriber is advised that the Company may provide information to the FinCENFinancial Crimes Enforcement Network, a bureau of the U.S. Department of Treasury, Treasury and other U.S. government and state regulators, where appropriate, in connection with a request for information on behalf of a law enforcement agency investigating terrorist activity or money laundering. The Company will not knowingly sell the Common Units to any natural person or entity acting, directly or indirectly, in contravention of any applicable money laundering regulations or conventions of the United States or other international jurisdictions, or on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that are included on any relevant lists maintained by the United Nations, European Union, North Atlantic Treaty Organization, Financial Action Task Force on Money Laundering, Organization for Economic Cooperation and Development, Office of Foreign Assets Control of U.S. Department of the Treasury (“OFAC”), SEC, U.S. Federal Bureau of Investigation, U.S. Central Intelligence Agency and U.S. Internal Revenue Service, or other similar or successor entities, in each case as may be amended from time to time; or on behalf of a foreign shell bank or a U.S. financial institution that has established, maintains, administers or manages an account in the United States for, or on behalf of, a foreign shell bank (“Prohibited Investments”).

Compliance with Anti-Money Laundering Regulations, etc. The Purchaser has truthfully completed the Anti-Money Laundering Questionnaire attached hereto as Exhibit E and provided valid copies or originals of all documents requested herein and the Purchaser acknowledges that, pursuant to anti-money laundering laws and regulations within their respective jurisdictions, the Fund, the General Partner, the Manager and/or any administrator acting on behalf of the Fund may be required to collect further documentation verifying the Purchaser’s identity and the source of funds used to purchase an Interest before, and from time to time after, acceptance by the Fund of this Agreement. To comply with applicable U.S. and other anti-money laundering laws and regulations, all payments and contributions by the Subscriber Purchaser to the Company Fund and all payments and distributions to the Subscriber Purchaser from the Company Fund will only be made in the SubscriberPurchaser’s name and to and from a bank account of a bank based or incorporated in or formed under the laws of the United States or that is regulated in and either based or incorporated in or formed under the laws of the United States and a bank that is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended by Title III of the USA PATRIOT Act, as further amended from time to timeamended, and the regulations promulgated thereunder by the U.S. Department of the Treasury, as such regulations may be amended from time to time (the “Bank Secrecy Act”)time. The Subscriber acknowledges that, pursuant to anti-money laundering laws and regulations or requests from regulatory authorities within their respective jurisdictions, the Company, the Adviser and/or any administrator acting on behalf of the Company may be required to collect further documentation verifying the Subscriber’s identity, including, where Subscriber is a legal entity, Subscriber’s beneficial owner(s)3 and key controllers4 as defined by Financial Crimes Enforcement Network’s (“FinCEN”) U.S. Customer Due Diligence Rule, if applicable, and the source of funds used to purchase the Units before, and from time to time after, acceptance by the Company of this Subscription Agreement. The Subscriber Purchaser agrees to provide the Company General Partner at any time it is a Unitholder prior to the termination of the Fund with such information as the Company General Partner determines to be necessary or appropriate to comply with the anti-money laundering laws and regulations of any applicable jurisdiction, or to respond to requests for information concerning the identity of Subscribers Limited Partners from any governmental authority, self-regulatory organization or financial institution in connection with its anti-money laundering compliance procedures, or to update such information. In addition, neither the Purchaser nor any Person directly or indirectly controlling, controlled by or under common control with the Purchaser is a Person identified as a terrorist organization on any relevant lists maintained by governmental authorities. The Subscriber is advised representations and warranties set forth in this Section 5.14 shall be deemed repeated and reaffirmed by the Purchaser as of each date that the Company may provide information Purchaser is required to make a contribution of capital to or receives a distribution from the Fund. If at any time prior to the FinCEN, a bureau termination of the U.S. Department of TreasuryFund the representations and warranties set forth in this Section 5.14 shall cease to be true, and other U.S. government and state regulators, where appropriate, the Purchaser shall promptly so notify the General Partner in connection with a request for information on behalf of a law enforcement agency investigating terrorist activity or money launderingwriting.