Common use of Compliance with the Securities Act Clause in Contracts

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company in conformity with the Securities Act and the applicable instructions and Regulations. The Commission has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus filed with the Registration Statement or any amendments thereto. At the time the Registration Statement becomes effective (the "Effective Date") and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to the Termination Date (as defined in Section 3(d) hereof), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are required to be stated therein in accordance with the Securities Act and the Regulations and will in all respects conform to the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Compliance with the Securities Act. The During the term of this Agreement: (i) the Registration Statement has been prepared Statement, the Prospectus and filed by the Company any amendments or supplements thereto have complied, and will comply, in conformity all material respects with the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable instructions rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations. The Commission has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus filed with ”); (ii) the Registration Statement or does not, and any amendments thereto. At amendment thereto will not, in each case as of the time the Registration Statement becomes effective (the "applicable Effective Date") and at the time that , include any post-effective amendments thereto become effective and at all times subsequent thereto up untrue statement of material fact or omit to the Termination Date (as defined in Section 3(d) hereof), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are state any material fact required to be stated therein or necessary to make the statements therein, in accordance with light of the Securities Act circumstances under which they were made, not misleading and the Regulations Prospectus does not, and any amendment or supplement thereto will in all respects conform to the requirements not, as of the Securities Act and the Regulationsapplicable filing date, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading; provided, and each preliminary prospectus filed as part however, that the foregoing provisions of this Section 1(b) will not extend to any statements contained in or omitted from the Registration Statement as originally or the Prospectus that are based upon written information furnished to the Company by the Dealer Manager expressly for use in the Registration Statement or Prospectus; and (iii) the documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they are hereafter filed or as part of any amendment theretowith the Commission, or filed pursuant to Rule 424 under the Securities Act, complied when so filed will comply in all material respects with the Securities requirements of the Exchange Act and Regulations the Exchange Act Rules and Regulations, and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective and as of the applicable Effective Date of each post-effective amendment to the Registration Statement, did not contain and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Compliance with the Securities Act. The During the term of this Agreement: (i) the Registration Statement has been prepared Statement, the Prospectus and filed by the Company any amendments or supplements thereto have complied, and will comply, in conformity all material respects with the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable instructions rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations. The Commission has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus filed with ”); (ii) the Registration Statement or does not, and any amendments thereto. At amendment thereto will not, in each case as of the time the Registration Statement becomes effective (the "applicable Effective Date") and at the time that , include any post-effective amendments thereto become effective and at all times subsequent thereto up untrue statement of material fact or omit to the Termination Date (as defined in Section 3(d) hereof), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are state any material fact required to be stated therein or necessary to make the statements therein, in accordance with light of the Securities Act circumstances under which they were made, not misleading; and the Regulations Prospectus does not, and any amendment or supplement thereto will in all respects conform to the requirements not, as of the Securities Act and the Regulationsapplicable filing date, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading; provided, and each preliminary prospectus filed as part however, that the foregoing provisions of this Section 1(b) will not extend to any statements contained in or omitted from the Registration Statement as originally or the Prospectus that are based upon written information furnished to the Company by the Dealer Manager expressly for use in the Offering; and (iii) the documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they are hereafter filed or as part of any amendment theretowith the Commission, or filed pursuant to Rule 424 under the Securities Act, complied when so filed will comply in all material respects with the Securities requirements of the Exchange Act and Regulations the Exchange Act Rules and Regulations, and, when read together with the other information in the Prospectus, at each applicable Effective Date, did not contain and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Compliance with the Securities Act. The Registration Statement has been prepared Company represents and filed by the Company in conformity with the Securities Act and the applicable instructions and Regulations. The Commission has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus filed with the Registration Statement or any amendments thereto. At warrants that, at the time the Registration Statement becomes effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain all statements which are required to be stated therein in accordance with the Securities Act and the Regulations and will form in all material respects conform to with the requirements of the Securities Act and the regulations thereunder (the “Regulations, ”) and (2) did not or will not include any (as of such Effective Date) contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus filed as part of . When the Registration Statement as originally filed Prospectus or as part of any amendment thereto, or supplement thereto is filed with the SEC pursuant to Rule 424 under 424(b) or 424(c) of the Securities ActRegulations and at all times subsequent through the last day of the term of this Agreement, complied when so filed the Prospectus will comply in all material respects with the requirements of the Securities Act and Regulations the Regulations, and did will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.. Notwithstanding the foregoing, the Company makes no representation with respect to any statement or omission made by Dealer specifically for inclusion in the Registration Statement or any amendment thereto or in the Prospectus or any amendment or supplement thereto. Any Prospectus delivered to Dealer will be identical to the electronically transmitted copies thereof filed with the SEC, except to the extent permitted by Regulation S-T.

Compliance with the Securities Act. The During the term of this Agreement: (i) the Registration Statement has been prepared Statement, the Prospectus and filed by the Company any amendments or supplements thereto have complied, and will comply, in conformity all material respects with the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable instructions and the rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations. The Commission has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus filed with ”); (ii) the Registration Statement or does not, and any amendments thereto. At amendment thereto will not, in each case as of the time the Registration Statement becomes effective (the "applicable Effective Date") and at the time that , include any post-effective amendments thereto become effective and at all times subsequent thereto up untrue statement of material fact or omit to the Termination Date (as defined in Section 3(d) hereof), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are state any material fact required to be stated therein or necessary to make the statements therein, in accordance with light of the Securities Act circumstances under which they were made, not misleading and the Regulations Prospectus does not, and any amendment or supplement thereto will in all respects conform to the requirements not, as of the Securities Act and the Regulationsapplicable filing date, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading; provided, and each preliminary prospectus filed as part however, that the foregoing provisions of this Section 1(b) will not extend to any statements contained in or omitted from the Registration Statement as originally or the Prospectus that are based upon written information furnished to the Company by the Dealer Manager expressly for use in the Registration Statement or Prospectus; and (iii) the documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they are hereafter filed or as part of any amendment theretowith the Commission, or filed pursuant to Rule 424 under the Securities Act, complied when so filed will comply in all material respects with the Securities requirements of the Exchange Act and Regulations the Exchange Act Rules and Regulations, and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective and as of the applicable Effective Date of each post-effective amendment to the Registration Statement, did not contain and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company in conformity with and has been declared effective by the Securities Act and Commission. Neither the applicable instructions and Regulations. The Commission nor any state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by the states securities authorities. At the time the Registration Statement becomes became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Ameriprise will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under XXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company in conformity with and has been declared effective by the Securities Act and Commission. Neither the applicable instructions and Regulations. The Commission nor any state securities authority has not issued any order preventing or suspending the use of any prospectus Prospectus or preliminary prospectus filed with the Registration Statement or any amendments theretothereto and no proceeding for that purpose has been instituted, or to the Company's knowledge, are threatened or contemplated by the Commission or by the states securities authorities. At the time the Registration Statement becomes became effective (the "Effective Date") and at the time that any post-effective amendments thereto become effective or any additional registration statement filed under Rule 462(b) of the Securities Act becomes effective, the Registration Statement or any amendment thereto (1) complied, or will comply, as to form in all material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto up to through the date on which the Offering is terminated ("Termination Date (as defined in Section 3(d) hereofDate"), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are required to be stated therein in accordance with the Securities Act and the Regulations and will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company in conformity with and has been declared effective by the Securities Act Commission and the applicable instructions and RegulationsShares have been registered or qualified for sale under the respective securities laws of such jurisdictions as indicated in the Blue Sky Memorandum (defined in Section 4(d) herein), as updated from time to time pursuant to the terms of Section 4(d). The Neither the Commission nor any state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by any of the state securities authorities. At the time the Registration Statement becomes first became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Ameriprise will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under XXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company and has been declared effective by the Commission and is effective in conformity with the Securities Act states and jurisdictions indicated in the applicable instructions and RegulationsBlue Sky Memorandum (defined in Section 4(d) herein), as updated from time to time pursuant to the terms of Section 4(d). The Neither the Commission nor any such state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by any of the state securities authorities. At the time the Registration Statement becomes first became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Ameriprise will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under XXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company and has been declared effective by the Commission and in conformity with the Securities Act and states as indicated in the applicable instructions and RegulationsBlue Sky Memorandum (defined in Section 4(d) herein), as updated from time to time pursuant to the terms of Section 4(d). The Neither the Commission nor any such state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by the states securities authorities. At the time the Registration Statement becomes became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Ameriprise will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under XXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company and has been declared effective by the Commission and is effective in conformity with the Securities Act states and jurisdictions indicated in the applicable instructions and RegulationsBlue Sky Memorandum (defined in Section 4(I)(d) herein), as updated from time to time pursuant to the terms of Section 4(I)(d). The Neither the Commission nor any such state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by any of the state securities authorities. At the time the Registration Statement becomes became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain all statements which are required to be stated therein in accordance with the Securities Act and the Regulations and will form in all material respects conform to with the requirements of the Securities Act and the Regulations, Regulations and (2) did not or will not include any contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus filed as part of . When the Registration Statement as originally filed Prospectus or as part of any amendment thereto, or supplement thereto is filed with the Commission pursuant to Rule 424 under 424(b) or 424(c) of the Regulations and at all times subsequent through the last day of the Managed Offering Term, the Prospectus will comply in all material respects with the requirements of the Securities ActAct and the Regulations, and will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Any Prospectus delivered to Xxxxxxx Xxxxx will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Any Issuer Free Writing Prospectus has complied when so filed and will comply in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with the Securities Act and Regulations and (to the extent required thereby) and, when taken together with the Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration Statement or the Prospectus. The Company makes no representation and warranty with respect to any statements or omissions made in the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with information provided in writing by Xxxxxxx Xxxxx.

Compliance with the Securities Act. The During the term of this Agreement: (i) the Registration Statement has been prepared Statement, the Prospectus and filed by the Company any amendments or supplements thereto have complied, and will comply, in conformity all material respects with the Securities Act, the Securities Act Rules and Regulations, the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable instructions rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations. The Commission has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus filed with ”); (ii) the Registration Statement or does not, and any amendments thereto. At amendment thereto will not, in each case as of the time the Registration Statement becomes effective (the "applicable Effective Date") and at the time that , include any post-effective amendments thereto become effective and at all times subsequent thereto up untrue statement of material fact or omit to the Termination Date (as defined in Section 3(d) hereof), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are state any material fact required to be stated therein or necessary to make the statements therein, in accordance with light of the Securities Act circumstances under which they were made, not misleading and the Regulations Prospectus does not, and any amendment or supplement thereto will in all respects conform to the requirements not, as of the Securities Act and the Regulationsapplicable filing date, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading; provided, and each preliminary prospectus filed as part however, that the foregoing provisions of this Section 1(b) will not extend to any statements contained in or omitted from the Registration Statement as originally or the Prospectus that are based upon written information furnished to the Company by the Dealer Manager expressly for use in the Registration Statement or Prospectus; and (iii) the documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they are hereafter filed or as part of any amendment theretowith the Commission, or filed pursuant to Rule 424 under the Securities Act, complied when so filed will comply in all material respects with the Securities requirements of the Exchange Act and Regulations Exchange Act Rules and Regulations, and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective and as of the applicable Effective Date of each post-effective amendment to the Registration Statement, did not contain and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company in conformity with and has been declared effective by the Securities Act Commission, and the applicable instructions and RegulationsShares have been qualified for sale under the respective securities laws of such jurisdictions as indicated in the Blue Sky Memorandum (defined in Section 4(d) herein), as updated from time to time pursuant to the terms of Section 4(d). The Neither the Commission nor any state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by the states securities authorities. At the time the Registration Statement becomes became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Ameriprise will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under XXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by At the Company in conformity with the Securities Act and the applicable instructions and Regulations. The Commission has not issued any order preventing or suspending the use effective time of any prospectus or preliminary prospectus filed with the Registration Statement or any amendments thereto. At the time the Registration Statement becomes effective (the "Effective Date") and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto thereto, up to and including the Termination Closing Date (as defined in Section 3(d) hereof)and any Option Closing Date, and during such longer period until any post-effective amendment to the Registration Statement shall become effective, the Registration Statement (and Prospectus (as amended or as supplementedany post-effective amendment to the Registration Statement) will contain all statements which are required to be stated therein in accordance with the Securities Act and the Rules and Regulations and thereunder, will in all respects conform to fully comply with the requirements applicable provisions of the Securities Act and the RegulationsRules and Regulations thereunder, and neither the Registration Statement (nor any post-effective amendment to the Registration Statement) will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Prospectus and any amendment or supplement thereto will at all times up to and including the Closing Date and, if the Option Shares are purchased, the Option Closing Date, and each preliminary prospectus filed during such longer period as part the Prospectus may be required to be delivered in connection with sales of Firm Shares or Option Shares by the Registration Statement as originally filed Underwriters or as part any dealer, fully comply with the provisions of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the Rules and Regulations thereunder, and did will not contain an any untrue statement of a material fact or and will not omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing representations or warranties do not apply to the information contained in or omitted from the Registration Statement or the Prospectus or any amendment of, or supplement to, either of them in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives expressly for use in the Registration Statement or of the Prospectus. It is understood that the statements set forth on the inside cover page of the Prospectus with respect to stabilization and passive market-making activities, in the table beneath the first paragraph of the section of the Prospectus entitled "Underwriting," the amounts of the concession to certain dealers and the concession that such dealers may allow to certain other dealers in the second paragraph following such table and the five paragraphs preceding the last paragraph of such section and the identity of counsel for the Underwriters under the section of the Prospectus entitled "Legal Matters" constitute the only information furnished in writing by or on behalf of any Underwriter for inclusion in the Registration Statement or the Prospectus, as the case may be.

Compliance with the Securities Act. The During the term of this Agreement: (i) each Feeder Fund’s Registration Statement has been prepared Statement, Prospectus and filed by the Company any amendments or supplements thereto have complied, and will comply, in conformity all material respects with the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable instructions rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations. The Commission has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus filed with the ”); (ii) each Feeder Fund’s Registration Statement or does not, and any amendments thereto. At amendment thereto will not, in each case as of the time the Registration Statement becomes effective (the "applicable Effective Date") and at the time that , include any post-effective amendments thereto become effective and at all times subsequent thereto up untrue statement of material fact or omit to the Termination Date (as defined in Section 3(d) hereof), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are state any material fact required to be stated therein or necessary to make the statements therein, in accordance with the Securities Act and the Regulations and will in all respects conform to the requirements light of the Securities Act circumstances under which they were made, not misleading and the Regulationsits Prospectus does not, and any amendment or supplement thereto will not not, as of the applicable filing date, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading; provided, and each preliminary prospectus filed as part however, that the foregoing provisions of this Section 1(b) will not extend to any statements contained in or omitted from the Registration Statement as originally or the Prospectus that are based upon written information furnished to the Master Fund or the Feeder Fund by the Dealer Manager expressly for use in the Registration Statement or Prospectus; and (iii) the documents incorporated or deemed to be incorporated by reference in each Feeder Fund’s Prospectus, at the time they are hereafter filed or as part of any amendment theretowith the Commission, or filed pursuant to Rule 424 under the Securities Act, complied when so filed will comply in all material respects with the Securities requirements of the Exchange Act and Regulations the Exchange Act Rules and Regulations, and, when read together with the other information in the Feeder Fund’s Prospectus, at the time the Registration Statement became effective and as of the applicable Effective Date of each post-effective amendment to the Registration Statement, did not contain and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Compliance with the Securities Act. Procedures. The Company hereby agrees that it shall: (a) during the Registration Statement has been prepared Period, furnish to the Manager, prior to the filing thereof with the SEC, a copy of any amendment, if applicable, to the Registration Statement, a copy of the Prospectus related to the Registrable Shares, and filed a copy of each amendment or supplement thereto (excluding amendments caused by the Company filing of a report under the Exchange Act), and use its commercially reasonable efforts to reflect in conformity with the Securities Act and the applicable instructions and Regulations. The Commission has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus each such document, when so filed with the Registration Statement or any amendments thereto. At SEC, such comments as the time Manager may reasonably and promptly propose; provided that the Registration Statement becomes effective (the "Effective Date") and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to the Termination Date (as defined in Section 3(d) hereof), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are Company shall not be required to be stated therein in accordance with the Securities Act and the Regulations and will in all respects conform to the requirements of the Securities Act and the Regulations, and will not include take any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinaction under this Section 3(a) that is not, in the light reasonable opinion of counsel for the circumstances under which they were madeCompany, not misleadingin compliance with applicable law; (b) subject to Sections 4(b), 4(c) and each preliminary prospectus filed as part of 4(d) hereof, ensure that during the Registration Statement as originally filed or as part of Period, (i) the Registration Statement, any amendment thereto, any Prospectus forming a part thereof and any amendment or filed pursuant to Rule 424 under the Securities Act, complied when so filed supplement thereto complies in all material respects with the Securities Act Act; (ii) the Registration Statement and Regulations and did not any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) any Prospectus forming a part of the Registration Statement, and any amendment or supplement to such Prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the Company makes no representation with respect to information included therein in reliance upon and in conformity with information furnished to the Company in writing by the Manager on behalf of the Trust or any underwriter participating in the disposition of the Registered Securities pursuant to the Registration Statement; (c) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective at all times until the end of the Registration Period; provided that the Company shall not be required to file any such amendment (excluding amendments caused by the filing of a report under the Exchange Act), supplement or replacement during any Scheduled Registration Suspension Period or any suspension period pursuant to Section 4(c) or (d) hereof; (d) furnish the Manager with such reasonable number of copies of the Prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Manager may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Trust; (e) use its commercially reasonable efforts to file any documents necessary to register or qualify the Registrable Shares under the securities or blue sky laws of such jurisdictions as the Manager shall reasonably designate in writing; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject; (f) use its commercially reasonable efforts to cause the Registrable Shares to be listed on the New York Stock Exchange (the “NYSE”) (or, if the Common Stock is not then listed on the New York Stock Exchange, the principal securities exchange or quotation system on which the Common Stock is then listed) as soon as reasonably practicable after the date of the Contribution; (g) bear all expenses incurred by it in connection with the performance of its obligations hereunder, and all reasonable fees and expenses of legal counsel to the Manager incurred in connection with the registration and sale of the Registrable Shares (such fees and expenses of legal counsel not to exceed $15,000 in the aggregate without the Company’s prior written consent, which consent shall not be unreasonably withheld or delayed); provided that the Trust, to the extent permitted by applicable law, shall bear the expense of any underwriting discounts, brokerage fees, commissions and transfer taxes, if any; (h) use its commercially reasonable efforts to take such actions as are under its control to remain a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the Registration Period, and, in the event the Company is not a well-known seasoned issuer or is an ineligible issuer, the Company shall take all actions necessary, including, without limitation, filing such amendments to the Registration Statement and supplements to the Prospectus as may be necessary from time to time and/or filing a new Registration Statement and Prospectus on such appropriate registration form of the SEC, in each case as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition requested by the Manager; and (i) make generally available to its security holders as soon as practicable, but in any event not later than 18 months after (i) the effective date of the applicable Registration Statement, (ii) the effective date (as defined in Rule 158(c) under the Securities Act) of each post-effective amendment to the Registration Statement and (iii) the date of each filing by the Company with the SEC of an Annual Report on Form 10-K that is incorporated by reference or deemed to be incorporated by reference in the Registration Statement, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated by the SEC thereunder. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 3 that the Manager shall provide such reasonable assistance to the Company and furnish, or cause to be furnished, to the Company in writing such information regarding the Manager, the Registrable Shares to be sold and the intended method or methods of disposition of the Registrable Shares as shall be necessary to effect the registration of the Registrable Shares and as may be required from time to time under the Securities Act and the rules and regulations thereunder.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company and has been declared effective by the Commission and is effective in conformity with the Securities Act and states indicated in the applicable instructions and RegulationsBlue Sky Memorandum (defined in Section 4(d) herein), as updated from time to time pursuant to the terms of Section 4(d). The Neither the Commission nor any such state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by any of the state securities authorities. At the time the Registration Statement becomes first became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Ameriprise will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under EXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company and has been declared effective by the Commission and is effective in conformity with the Securities Act and states indicated in the applicable instructions and RegulationsBlue Sky Memorandum (defined in Section 5(d) herein), as updated from time to time pursuant to the terms of Section 5(d). The Neither the Commission nor any such state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by any of the state securities authorities. At the time the Registration Statement becomes first became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Ameriprise will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under XXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company and has been declared effective by the Commission and is effective in conformity with the Securities Act and states indicated in the applicable instructions and RegulationsBlue Sky Memorandum (defined in Section 4(d) herein), as updated from time to time pursuant to the terms of Section 4(d). The Neither the Commission nor any such state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by any of the state securities authorities. At the time the Registration Statement becomes first became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Ameriprise will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under XXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company and has been declared effective by the Commission and in conformity with the Securities Act and states as indicated in the applicable instructions and RegulationsBlue Sky Memorandum (defined in Section 4(d) herein), as updated from time to time pursuant to the terms of Section 4(d). The Neither the Commission nor any such state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company's knowledge, are threatened or contemplated by the Commission or by the states securities authorities. At the time the Registration Statement becomes became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Securities America will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under XXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The As of each Effective Date or filing date, as applicable: (i) the Registration Statement has been prepared Statement, the Prospectus and filed by the Company any amendments or supplements thereto have complied, and will comply, in conformity all material respects with the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable instructions rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations. The Commission has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus filed with ”); (ii) the Registration Statement or does not, and any amendments thereto. At amendment thereto will not, in each case as of the time the Registration Statement becomes effective (the "applicable Effective Date") and at the time that , include any post-effective amendments thereto become effective and at all times subsequent thereto up untrue statement of material fact or omit to the Termination Date (as defined in Section 3(d) hereof), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are state any material fact required to be stated therein or necessary to make the statements therein, in accordance with light of the Securities Act circumstances under which they were made, not misleading and the Regulations Prospectus does not, and any amendment or supplement thereto will in all respects conform to the requirements not, as of the Securities Act and the Regulationsapplicable filing date, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading; provided, and each preliminary prospectus filed as part however, that the foregoing provisions of this Section 1(b) will not extend to any statements contained in or omitted from the Registration Statement as originally or the Prospectus that are based upon written information furnished to the Company by the Dealer Manager expressly for use in the “Plan of Distribution” section of Registration Statement or Prospectus; and (iii) the documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they are hereafter filed or as part of any amendment theretowith the Commission, or filed pursuant to Rule 424 under the Securities Act, complied when so filed will comply in all material respects with the Securities requirements of the Exchange Act and Regulations the Exchange Act Rules and Regulations, and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective and as of the applicable Effective Date of each post-effective amendment to the Registration Statement, did not contain and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company and has been declared effective by the Commission and is effective in conformity with the Securities Act states and jurisdictions indicated in the applicable instructions and RegulationsBlue Sky Memorandum (defined in Section 4(d) herein), as updated from time to time pursuant to the terms of Section 4(d). The Neither the Commission nor any such state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by any of the state securities authorities. At the time the Registration Statement becomes first became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Ameriprise will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under EXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company in conformity with and has been declared effective by the Securities Act and Commission. Neither the applicable instructions and Regulations. The Commission nor any state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceeding for that purpose has been instituted, or to the Company's knowledge, is threatened or contemplated by the Commission or by the states securities authorities. At the time the Registration Statement becomes became effective (the "Effective Date") and at the time that any post-effective amendments thereto become effective or any additional registration statement filed under Rule 462(b) of the Securities Act becomes effective, the Registration Statement or any amendment thereto (1) complied, or will comply, as to form in all material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto up to through the date on which the Offering is terminated ("Termination Date (as defined in Section 3(d) hereofDate"), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are required to be stated therein in accordance with the Securities Act and the Regulations and will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company in conformity with and has been declared effective by the Securities Act Commission, and the applicable instructions offer and Regulationssale of Shares has been cleared in the jurisdictions so indicated in the Blue Sky Memorandum (defined in Section 4(d) herein), as updated from time to time pursuant to the terms of Section 4(d). The Neither the Commission nor any state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by the states securities authorities. At the time the Registration Statement becomes became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Ameriprise will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under XXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company and has been declared effective by the Commission and in conformity with the Securities Act and states as indicated in the applicable instructions and RegulationsBlue Sky Memorandum (defined in Section 4(d) herein), as updated from time to time pursuant to the terms of Section 4(d). The Neither the Commission nor any such state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by the states securities authorities. At the time the Registration Statement becomes became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Securities America will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under XXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company in conformity with and has been declared effective by the Securities Act and Commission. Neither the applicable instructions and Regulations. The Commission nor any state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by the states securities authorities. At the time the Registration Statement becomes became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Ameriprise will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under EXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The During the term of this Agreement: (i) the Registration Statement has been prepared Statement, the Prospectus and filed by the Company any amendments or supplements thereto have complied, and will comply, in conformity all material respects with the Securities Act, the Securities Act Rules and Regulations, the Exchange Act and the applicable instructions rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations. The Commission has not issued any order preventing or suspending ”) and, to the use reasonable belief of the Company, the securities laws, rules and regulations of any prospectus or preliminary prospectus filed with non-U.S. jurisdictions in which the Preferred Stock is sold; (ii) the Registration Statement or does not, and any amendments thereto. At thereto will not, in each case as of the time the Registration Statement becomes effective (the "applicable Effective Date") and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to the Termination Date (as defined in Section 3(d) hereof), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are required to be stated therein in accordance with the Securities Act and the Regulations and will in all respects conform to the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not, and any amendment or supplement thereto will not, as of the applicable filing date, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading; provided, and each preliminary prospectus filed as part however, that the foregoing provisions of this Section 1(b) will not extend to any statements contained in or omitted from the Registration Statement as originally filed or as part of the Prospectus, or any amendment amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Dealer Manager expressly for use in the Registration Statement or Prospectus, or any amendments or supplements thereto; and (iii) the documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they are hereafter filed pursuant to Rule 424 under with the Securities ActCommission, complied when so filed will comply in all material respects with the Securities requirements of the Exchange Act and Regulations the Exchange Act Rules and Regulations, and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective and as of the applicable Effective Date, did not contain and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by At the Company in conformity with the Securities Act and the applicable instructions and Regulations. The Commission has not issued any order preventing or suspending the use effective time of any prospectus or preliminary prospectus filed with the Registration Statement or any amendments thereto. At the time the Registration Statement becomes effective (the "Effective Date") and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto thereto, up to and including the Termination Closing Date and each Option Closing Date (as defined in Section 3(d) hereofsuch terms are herein defined), if any, and during such longer period until any post-effective amendment to the Registration Statement shall become effective, the Registration Statement (and Prospectus (as amended or as supplementedany post-effective amendment to the Registration Statement) will contain all statements which are required to be stated therein in accordance with the Securities Act and the Rules and Regulations and under the Securities Act, will in all respects conform to fully comply with the requirements applicable provisions of the Securities Act and the RegulationsRules and Regulations under the Securities Act, and neither the Registration Statement nor any post-effective amendment to the Registration Statement will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Prospectus and any amendment or supplement thereto will at all times up to any including the Closing Date and any Option Closing Date, and during such longer period as the Prospectus may be required to be delivered in connection with sales of Firm Shares or Option Shares by the Underwriters or any dealer, fully comply with the provisions of the Securities Act and the Rules and Regulations thereunder, and will not contain any untrue statement of a material fact and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing representations or warranties do not apply to the information contained in or omitted from the Registration Statement or the Prospectus or any amendment of, or supplement to, either of them in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. It is understood that the statements set forth on the inside cover page of the Prospectus with respect to stabilization and passive market-making activities, in the table beneath the first paragraph of the section of the Prospectus entitled "Underwriting," the amounts of the concession to certain dealers and the concession that such dealers may allow to certain other dealers in the second paragraph following such table and the five paragraphs preceding the last paragraph of such section and the identity of counsel for the Underwriters under the section of the Prospectus entitled "Legal Matters" constitute the only information furnished in writing by or on behalf of any Underwriter for inclusion in the Registration Statement or the Prospectus, as the case may be.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company in conformity with and has been declared effective by the Securities Act and Commission. Neither the applicable instructions and Regulations. The Commission nor any state securities authority has not issued any order preventing or suspending the use of any prospectus Prospectus or preliminary prospectus filed with the Registration Statement or any amendments theretothereto and no proceeding for that purpose has been instituted, or to the Company's knowledge, is threatened or contemplated by the Commission or by the states securities authorities. At the time the Registration Statement becomes became effective (the "Effective Date") and at the time that any post-effective amendments thereto become effective or any additional registration statement filed under Rule 462(b) of the Securities Act becomes effective, the Registration Statement or any amendment thereto (1) complied, or will comply, as to form in all material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto up to through the date on which the Offering is terminated ("Termination Date (as defined in Section 3(d) hereofDate"), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are required to be stated therein in accordance with the Securities Act and the Regulations and will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Compliance with the Securities Act. The During the term of this Agreement: (i) the Registration Statement has been prepared Statement, the Prospectus and filed by the Company any amendments or supplements thereto have complied, and will comply, in conformity all material respects with the Securities Act and the applicable instructions Securities Act Rules and Regulations. The Commission has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus filed with ; (ii) the Registration Statement or does not, and any amendments thereto. At amendment thereto will not, in each case as of the time the Registration Statement becomes effective (the "applicable Effective Date") and at the time that , include any post-effective amendments thereto become effective and at all times subsequent thereto up untrue statement of material fact or omit to the Termination Date (as defined in Section 3(d) hereof), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are state any material fact required to be stated therein or necessary to make the statements therein, in accordance with light of the Securities Act circumstances under which they were made, not misleading; and the Regulations Prospectus does not, and any amendment or supplement thereto will in all respects conform to the requirements not, as of the Securities Act and the Regulationsapplicable filing date, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading; provided, and each preliminary prospectus filed as part however, that the foregoing provisions of this Section 1(b) will not extend to any statements contained in or omitted from the Registration Statement as originally or the Prospectus that are based upon written information furnished to the Company by the Dealer Manager expressly for use in the Consent Solicitation; and (iii) the documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they are hereafter filed or as part of any amendment theretowith the Commission, or filed pursuant to Rule 424 under the Securities Act, complied when so filed will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Regulations the rules and did regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), and, when read together with the other information in the Prospectus, at the date of filing such documents, will not contain include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company in conformity with and has been declared effective by the Securities Act and Commission. Neither the applicable instructions and Regulations. The Commission nor any state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by the state securities authorities. At the time the Registration Statement becomes became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Ameriprise will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under EXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company in conformity with and has been declared effective by the Securities Act Commission and the applicable instructions and RegulationsShares have been registered or qualified for sale under the respective securities laws of such jurisdiction as indicated in the Blue Sky Memorandum (defined in Section 4(d) herein), as updated from time to time pursuant to the terms of Section 4(d). The Neither the Commission nor any state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by any of the state securities authorities. At the time the Registration Statement becomes first became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Ameriprise will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under XXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company and has been declared effective by the Commission and is effective in conformity with the Securities Act and states indicated in the applicable instructions and RegulationsBlue Sky Memorandum (defined in Section 4(d) herein), as updated from time to time pursuant to the terms of Section 4(d). The Neither the Commission nor any such state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by any of the state securities authorities. At the time the Registration Statement becomes first became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Securities America will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under EXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company and has been declared effective by the Commission and is effective in conformity with the Securities Act states and jurisdictions indicated in the applicable instructions and RegulationsBlue Sky Memorandum (defined in Section 4(d) herein), as updated from time to time pursuant to the terms of Section 4(d) hereof. The Neither the Commission nor any such state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by any of the state securities authorities. At the time the Registration Statement becomes first became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Securities America will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under XXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The As of each Effective Date or filing date, as applicable: (i) the Registration Statement has been prepared Statement, the Prospectus and filed by the Company any amendments or supplements thereto have complied, and will comply, in conformity all material respects with the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable instructions rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations. The Commission has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus filed with ”); (ii) the Registration Statement or does not, and any amendments thereto. At amendment thereto will not, in each case as of the time the Registration Statement becomes effective (the "applicable Effective Date") and at the time that , include any post-effective amendments thereto become effective and at all times subsequent thereto up untrue statement of material fact or omit to the Termination Date (as defined in Section 3(d) hereof), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are state any material fact required to be stated therein in accordance with or necessary to make the Securities Act statements therein not misleading and the Regulations Prospectus does not, and any amendment or supplement thereto will in all respects conform to the requirements not, as of the Securities Act and the Regulationsapplicable filing date, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading; provided, and each preliminary prospectus filed as part however, that the foregoing provisions of this Section 1(b) will not extend to any statements contained in or omitted from the Registration Statement as originally or the Prospectus that are based upon written information furnished to the Company by the Dealer Manager expressly for use in the “Plan of Distribution” section of Registration Statement or Prospectus; and (iii) the documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they are hereafter filed or as part of any amendment theretowith the Commission, or filed pursuant to Rule 424 under the Securities Act, complied when so filed will comply in all material respects with the Securities requirements of the Exchange Act and Regulations the Exchange Act Rules and Regulations, and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective and as of the applicable Effective Date of each post-effective amendment to the Registration Statement, did not contain and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company and has been declared effective by the Commission and in conformity with the Securities Act and states as indicated in the applicable instructions and RegulationsBlue Sky Memorandum (defined in Section 4(d) herein), as updated from time to time pursuant to the terms of Section 4(d). The Neither the Commission nor any such state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company's knowledge, are threatened or contemplated by the Commission or by the states securities authorities. At the time the Registration Statement becomes became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Ameriprise will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under EXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company and has been declared effective by the Commission and is effective in conformity with the Securities Act states and jurisdictions indicated in the applicable instructions and RegulationsBlue Sky Memorandum (defined in Section 4(I)(d) herein), as updated from time to time pursuant to the terms of Section 4(I)(d). The Neither the Commission nor any such state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by any of the state securities authorities. At the time the Registration Statement becomes became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain all statements which are required to be stated therein in accordance with the Securities Act and the Regulations and will form in all material respects conform to with the requirements of the Securities Act and the Regulations, Regulations and (2) did not or will not include any contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus filed as part of . When the Registration Statement as originally filed Prospectus or as part of any amendment thereto, or supplement thereto is filed with the Commission pursuant to Rule 424 under 424(b) or 424(c) of the Regulations and at all times subsequent through the last day of the Managed Offering Term, the Prospectus will comply in all material respects with the requirements of the Securities ActAct and the Regulations, and will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Any Prospectus delivered to Rxxxxxx Jxxxx will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. Any Issuer Free Writing Prospectus has complied when so filed and will comply in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with the Securities Act and Regulations and (to the extent required thereby) and, when taken together with the Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration Statement or the Prospectus. The Company makes no representation and warranty with respect to any statements or omissions made in the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with information provided in writing by Rxxxxxx Jxxxx.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company and has been declared effective by the Commission and is effective in conformity with the Securities Act states and jurisdictions indicated in the applicable instructions and RegulationsBlue Sky Memorandum (defined in Section 4(I)(d) herein), as updated from time to time–pursuant to the terms of Section 4(I)(d). The Neither the Commission nor any such state securities authority has not issued any order preventing or suspending the use of the Preliminary Prospectus or any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by any of the state securities authorities. At the time the Registration Statement becomes effective (the "Effective Date") and The Preliminary Prospectus, at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to the Termination Date (as defined in Section 3(d) hereof)of filing thereof, the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are required to be stated therein in accordance with the Securities Act and the Regulations and will complied in all material respects conform to with the requirements of the Securities Act Act, and the RegulationsPreliminary Prospectus, and will at the time of filing thereof, did not include contain any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus filed as part of . At the time the Registration Statement as originally most recently became effective (the “Effective Date”) and at the time that any post-effective amendments thereto or any additional registration statement filed under Rule 462(b) of the Securities Act becomes effective, the Registration Statement or as part of any amendment theretothereto (1) complied, or will comply, as to form in all material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424 under 424(b) or 424(c) of the Regulations and at all times subsequent through the last day of the Managed Offering Term, the Prospectus will comply in all material respects with the requirements of the Securities ActAct and the Regulations, and will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Any Prospectus or Preliminary Prospectus delivered to Xxxxxxx Xxxxx will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Any Issuer Free Writing Prospectus has complied when so filed and will comply in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with the Securities Act and Regulations and (to the extent required thereby) and, when taken together with the Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration Statement or the Prospectus. The Company makes no representation and warranty with respect to any statements or omissions made in the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with information provided in writing by Xxxxxxx Xxxxx.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company and has been declared effective by the Commission and in conformity with the Securities Act and states as indicated in the applicable instructions and RegulationsBlue Sky Memorandum (defined in Section 4(d) herein), as updated from time to time pursuant to the terms of Section 4(d). The Neither the Commission nor any such state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company's knowledge, are threatened or contemplated by the Commission or by the states securities authorities. At the time the Registration Statement becomes became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Securities America will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under EXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The During the term of this Agreement: (i) each Feeder Fund’s Registration Statement has been prepared Statement, Prospectus and filed by the Company any amendments or supplements thereto have complied, and will comply, in conformity all material respects with the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable instructions rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations. The Commission has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus filed with the ”); (ii) each Feeder Fund’s Registration Statement or does not, and any amendments thereto. At amendment thereto will not, in each case as of the time the Registration Statement becomes effective (the "applicable Effective Date") and at the time that , include any post-effective amendments thereto become effective and at all times subsequent thereto up untrue statement of material fact or omit to the Termination Date (as defined in Section 3(d) hereof), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are state any material fact required to be stated therein or necessary to make the statements therein, in accordance with the Securities Act and the Regulations and will in all respects conform to the requirements light of the Securities Act circumstances under which they were made, not misleading and the Regulationsits Prospectus does not, and any amendment or supplement thereto will not not, as of the applicable Effective Date, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading; provided, and each preliminary prospectus filed as part however, that the foregoing provisions of this Section 1(b) will not extend to any statements contained in or omitted from the Registration Statement as originally or the Prospectus that are based upon written information furnished to the Master Fund or a Feeder Fund by the Dealer Manager expressly for use in the Registration Statement or Prospectus; and the documents incorporated or deemed to be incorporated by reference in each Feeder Fund’s Prospectus, at the time they are hereafter filed or as part of any amendment theretowith the Commission, or filed pursuant to Rule 424 under the Securities Act, complied when so filed will comply in all material respects with the Securities requirements of the Exchange Act and Regulations the Exchange Act Rules and Regulations, and, when read together with the other information in the Feeder Fund’s Prospectus, at the time the Registration Statement became effective and as of the applicable Effective Date of each post-effective amendment to the Registration Statement, did not contain and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company and has been declared effective by the Commission and is effective in conformity with the Securities Act states and jurisdictions indicated in the applicable instructions and RegulationsBlue Sky Memorandum (defined in Section 4(I)(d) herein), as updated from time to time pursuant to the terms of Section 4(I)(d). The Neither the Commission nor any such state securities authority has not issued any order preventing or suspending the use of the Preliminary Prospectus or any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by any of the state securities authorities. At the time the Registration Statement becomes effective (the "Effective Date") and The Preliminary Prospectus, at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to the Termination Date (as defined in Section 3(d) hereof)of filing thereof, the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are required to be stated therein in accordance with the Securities Act and the Regulations and will complied in all material respects conform to with the requirements of the Securities Act Act, and the RegulationsPreliminary Prospectus, and will at the time of filing thereof, did not include contain any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus filed as part of . At the time the Registration Statement as originally became effective (the “Effective Date”) and at the time that any post-effective amendments thereto or any additional registration statement filed under Rule 462(b) of the Securities Act becomes effective, the Registration Statement or as part of any amendment theretothereto (1) complied, or will comply, as to form in all material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424 under 424(b) or 424(c) of the Regulations and at all times subsequent through the last day of the Managed Offering Term, the Prospectus will comply in all material respects with the requirements of the Securities ActAct and the Regulations, and will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Any Prospectus or Preliminary Prospectus delivered to Xxxxxxx Xxxxx will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Any Issuer Free Writing Prospectus has complied when so filed and will comply in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with the Securities Act and Regulations and (to the extent required thereby) and, when taken together with the Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration Statement or the Prospectus. The Company makes no representation and warranty with respect to any statements or omissions made in the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with information provided in writing by Xxxxxxx Xxxxx.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company in conformity with and has been declared effective by the Securities Act and Commission. Neither the applicable instructions and Regulations. The Commission nor any state securities authority has not issued any order preventing or suspending the use of any prospectus Prospectus or preliminary prospectus filed with the Registration Statement or any amendments theretothereto and no proceedings for that purpose have been instituted, or to the Company's knowledge, are threatened or contemplated by the Commission or by the states securities authorities. At the time the Registration Statement becomes became effective (the "Effective Date") and at the time that any post-effective amendments thereto become effective or any additional registration statement filed under Rule 462(b) of the Securities Act becomes effective, the Registration Statement or any amendment thereto (1) complied, or will comply, as to form in all material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto up to through the date on which the Offering is terminated ("Termination Date (as defined in Section 3(d) hereofDate"), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are required to be stated therein in accordance with the Securities Act and the Regulations and will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.. The Prospectus delivered to Ameriprise was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company in conformity with and has been declared effective by the Securities Act and Commission. Neither the applicable instructions and Regulations. The Commission nor any state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceeding for that purpose has been instituted, or to the Company’s knowledge, is threatened or contemplated by the Commission or by the states securities authorities. At the time the Registration Statement becomes became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective or any additional registration statement filed under Rule 462(b) of the Securities Act becomes effective, the Registration Statement or any amendment thereto (1) complied, or will comply, as to form in all material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto up to through the date on which the Offering is terminated (“Termination Date (as defined in Section 3(d) hereofDate”), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are required to be stated therein in accordance with the Securities Act and the Regulations and will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company in conformity with and has been declared effective by the Securities Act and Commission. Neither the applicable instructions and Regulations. The Commission nor any state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted or, to the Company’s knowledge, are threatened or contemplated by the Commission or by the states securities authorities. At the time the Registration Statement becomes became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Ameriprise will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under EXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company in conformity with and has been declared effective by the Securities Act and Commission. Neither the applicable instructions and Regulations. The Commission nor any state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by the state securities authorities. At the time the Registration Statement becomes became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Ameriprise will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under XXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The During the term of this Agreement: (i) each Feeder Fund’s Registration Statement has been prepared Statement, Prospectus and filed by the Company any amendments or supplements thereto have complied, and will comply, in conformity all material respects with the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable instructions rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations. The Commission has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus filed with the ”); (ii) each Feeder Fund’s Registration Statement or does not, and any amendments thereto. At amendment thereto will not, in each case as of the time the Registration Statement becomes effective (the "applicable Effective Date") and at the time that , include any post-effective amendments thereto become effective and at all times subsequent thereto up untrue statement of material fact or omit to the Termination Date (as defined in Section 3(d) hereof), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are state any material fact required to be stated therein or necessary to make the statements therein, in accordance with the Securities Act and the Regulations and will in all respects conform to the requirements light of the Securities Act circumstances under which they were made, not misleading and the Regulationsits Prospectus does not, and any amendment or supplement thereto will not not, as of the applicable filing date, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading; provided, and each preliminary prospectus filed as part however, that the foregoing provisions of this Section 1(b) will not extend to any statements contained in or omitted from the Registration Statement as originally or the Prospectus that are based upon written information furnished to the Master Fund or the Feeder Fund by the Dealer Manager expressly for use in the Registration Statement or Prospectus; and (iii) the documents incorporated or deemed to be incorporated by reference in each Feeder Fund’s Prospectus, at the time they are hereafter filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCommission, in light of the circumstances under which they were made, not misleading.will comply

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company in conformity with and has been declared effective by the Securities Act and Commission. Neither the applicable instructions and Regulations. The Commission nor any state securities authority has not issued any order preventing or suspending the use of any prospectus Prospectus or preliminary prospectus filed with the Registration Statement or any amendments theretothereto and no proceedings for that purpose have been instituted, or to the Company's knowledge, are threatened or contemplated by the Commission or by the states securities authorities. At the time the Registration Statement becomes became effective (the "Effective Date") and at the time that any post-effective amendments thereto become effective or any additional registration statement filed under Rule 462(b) of the Securities Act becomes effective, the Registration Statement or any amendment thereto (1) complied, or will comply, as to form in all material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto up to through the date on which the Offering is terminated ("Termination Date (as defined in Section 3(d) hereofDate"), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are required to be stated therein in accordance with the Securities Act and the Regulations and will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.. The Prospectus delivered to Ameriprise was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

Compliance with the Securities Act. The Registration Statement has been prepared (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed by the Company in conformity all material respects with the Securities Exchange Act and the applicable instructions rules and Regulations. The regulations of the Commission has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus filed with thereunder, (ii) the Registration Statement or any amendments thereto. At the time the Registration Statement becomes effective (the "Effective Date") and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to the Termination Date (as defined in Section 3(d) hereof)Statement, the Registration Statement and Prospectus (when it became effective, did not contain and, as amended or as supplemented) will contain all statements which are required to be stated therein in accordance with the Securities Act and the Regulations and will in all respects conform to the requirements of the Securities Act and the Regulations, and if applicable, will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Time of Sale Prospectus does not, and at the time of each sale of the Units in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Partnership, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (v) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and each preliminary prospectus filed as part of warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement as originally filed Statement, the Time of Sale Prospectus or as part of the Prospectus based upon information relating to any amendment thereto, or filed pursuant Underwriter furnished to Rule 424 under the Securities Act, complied when so filed Partnership in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements writing by such Underwriter through you expressly for use therein, in light of the circumstances under which they were made, not misleading.

Compliance with the Securities Act. Procedures. The Company hereby agrees that it shall: a. during the Registration Statement has been prepared Period, furnish to the Manager, prior to the filing thereof with the SEC, a copy of any amendment, if applicable, to the Registration Statement, a copy of the Prospectus related to the Registrable Shares, and filed a copy of each amendment or supplement thereto (excluding amendments caused by the Company filing of a report under the Exchange Act), and use its commercially reasonable efforts to reflect in conformity with the Securities Act and the applicable instructions and Regulations. The Commission has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus each such document, when so filed with the Registration Statement or any amendments thereto. At SEC, such comments as the time Manager may reasonably and promptly propose; provided that the Registration Statement becomes effective (the "Effective Date") and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to the Termination Date (as defined in Section 3(d) hereof), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are Company shall not be required to be stated therein in accordance with the Securities Act and the Regulations and will in all respects conform to the requirements of the Securities Act and the Regulations, and will not include take any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinaction under this Section 3(a) that is not, in the light reasonable opinion of counsel for the circumstances under which they were madeCompany, not misleadingin compliance with applicable law; b. subject to Sections 4(b), 4(c) and each preliminary prospectus filed as part of 4(d) hereof, ensure that during the Registration Statement as originally filed or as part of Period, (i) the Registration Statement, any amendment thereto, any Prospectus forming a part thereof and any amendment or filed pursuant to Rule 424 under the Securities Act, complied when so filed supplement thereto complies in all material respects with the Securities Act Act; (ii) the Registration Statement and Regulations and did not any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) any Prospectus forming a part of the Registration Statement, and any amendment or supplement to such Prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the Company makes no representation with respect to information included therein in reliance upon and in conformity with information furnished to the Company in writing by the Manager on behalf of the Trust or any underwriter participating in the disposition of the Registered Securities pursuant to the Registration Statement; c. prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective at all times until the end of the Registration Period; provided that the Company shall not be required to file any such amendment (excluding amendments caused by the filing of a report under the Exchange Act), supplement or replacement during any Scheduled Registration Suspension Period or any suspension period pursuant to Section 4(c) or (d) hereof; d. furnish the Manager with such reasonable number of copies of the Prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Manager may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Trust; e. use its commercially reasonable efforts to file any documents necessary to register or qualify the Registrable Shares under the securities or blue sky laws of such jurisdictions as the Manager shall reasonably designate in writing; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject; f. use its commercially reasonable efforts to cause the Registrable Shares to be listed on the New York Stock Exchange (the “NYSE”) (or, if the Common Stock is not then listed on the New York Stock Exchange, the principal securities exchange or quotation system on which the Common Stock is then listed) as soon as reasonably practicable after the filing with the SEC of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011; g. bear all expenses incurred by it in connection with the performance of its obligations hereunder, and all reasonable fees and expenses of legal counsel to the Manager incurred in connection with the registration and sale of the Registrable Shares (such fees and expenses of legal counsel not to exceed $15,000 in the aggregate without the Company’s prior written consent, which consent shall not be unreasonably withheld or delayed); provided that the Trust, to the extent permitted by applicable law, shall bear the expense of any underwriting discounts, brokerage fees, commissions and transfer taxes, if any; h. use its commercially reasonable efforts to take such actions as are under its control to remain a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the Registration Period, and, in the event the Company is not a well-known seasoned issuer or is an ineligible issuer, the Company shall take all actions necessary, including, without limitation, filing such amendments to the Registration Statement and supplements to the Prospectus as may be necessary from time to time and/or filing a new Registration Statement and Prospectus on such appropriate registration form of the SEC, in each case as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition requested by the Manager; and i. make generally available to its security holders as soon as practicable, but in any event not later than 18 months after (i) the effective date of the applicable Registration Statement, (ii) the effective date (as defined in Rule 158(c) under the Securities Act) of each post-effective amendment to the Registration Statement and (iii) the date of each filing by the Company with the SEC of an Annual Report on Form 10-K that is incorporated by reference or deemed to be incorporated by reference in the Registration Statement, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated by the SEC thereunder. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 3 that the Manager shall provide such reasonable assistance to the Company and furnish, or cause to be furnished, to the Company in writing such information regarding the Manager, the Registrable Shares to be sold and the intended method or methods of disposition of the Registrable Shares as shall be necessary to effect the registration of the Registrable Shares and as may be required from time to time under the Securities Act and the rules and regulations thereunder.

Compliance with the Securities Act. The During the term of this Agreement: (i) the Registration Statement has been prepared Statement, the Prospectus and filed by the Company any amendments or supplements thereto have complied, and will comply, in conformity all material respects with the Securities Act, the Securities Act Rules and Regulations, the Exchange Act and the applicable instructions rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations. The Commission has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus filed with ”); (ii) the Registration Statement or does not, and any amendments thereto. At thereto will not, in each case as of the time the Registration Statement becomes effective (the "applicable Effective Date") and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to the Termination Date (as defined in Section 3(d) hereof), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are required to be stated therein in accordance with the Securities Act and the Regulations and will in all respects conform to the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not, and any amendment or supplement thereto will not, as of the applicable filing date, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading; provided, and each preliminary prospectus filed as part however, that the foregoing provisions of this Section 1(b) will not extend to any statements contained in or omitted from the Registration Statement as originally filed or as part of the Prospectus, or any amendment amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Dealer Manager expressly for use in the Registration Statement or Prospectus, or any amendments or supplements thereto; and (iii) the documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they are hereafter filed pursuant to Rule 424 under with the Securities ActCommission, complied when so filed will comply in all material respects with the Securities requirements of the Exchange Act and Regulations the Exchange Act Rules and Regulations, and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective and as of the applicable Effective Date, did not contain and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company and has been declared effective by the Commission and is effective in conformity with the Securities Act states and jurisdictions indicated in the applicable instructions and RegulationsBlue Sky Memorandum (defined in Section 4(d) herein), as updated from time to time pursuant to-the terms of Section 4(d) hereof. The Neither the Commission nor any such state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by any of the state securities authorities. At the time the Registration Statement becomes first became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Ameriprise Financial will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under XXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by At the Company in conformity with the Securities Act and the applicable instructions and Regulations. The Commission has not issued any order preventing or suspending the use effective time of any prospectus or preliminary prospectus filed with the Registration Statement or any amendments thereto. At the time the Registration Statement becomes effective (the "Effective Date") and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto thereto, up to and including the Termination Closing Date and each Option Closing Date (as defined in Section 3(d) hereofsuch terms are herein defined), if any, and during such longer period until any post-effective amendment to the Registration Statement shall become effective, the Registration Statement (and Prospectus (as amended or as supplementedany post-effective amendment to the Registration Statement) will contain all statements which are required to be stated therein in accordance with the Securities Act and the Rules and Regulations and under the Securities Act, will in all respects conform to fully comply with the requirements applicable provisions of the Securities Act and the RegulationsRules and Regulations under the Securities Act, and neither the Registration Statement nor any post-effective amendment to the Registration Statement will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Prospectus and any amendment or supplement thereto will at all times up to and including the Closing Date and any Option Closing Date, and during such longer period as the Prospectus may be required to be delivered in connection with sales of Firm Shares or Option Shares by the Underwriters or any dealer, fully comply with the provisions of the Securities Act and the Rules and Regulations thereunder, and will not contain any untrue statement of a material fact and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing representations or warranties do not apply to the information contained in or omitted from the Registration Statement or the Prospectus or any amendment of, or supplement to, either of them in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. It is understood that the statements set forth on the inside cover page of the Prospectus with respect to stabilization and passive market-making activities, in the table beneath the first paragraph of the section of the Prospectus entitled "Underwriting," the amounts of the concession to certain dealers and the concession that such dealers may allow to certain other dealers in the second paragraph following such table and the five paragraphs preceding the last paragraph of such section and the identity of counsel for the Underwriters under the section of the Prospectus entitled "Legal Matters" constitute the only information furnished in writing by or on behalf of any Underwriter for inclusion in the Registration Statement or the Prospectus, as the case may be.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company in conformity with and has been declared effective by the Securities Act Commission and the applicable instructions and RegulationsShares have been registered or qualified for sale under the respective securities laws of such jurisdictions as indicated in the Blue Sky Memorandum (defined in Section 4(d) herein), as updated from time to time-pursuant to the terms of Section 4(d). The Neither the Commission nor any state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by any of the state securities authorities. At the time the Registration Statement becomes first became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Ameriprise will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under XXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company and has been declared effective by the Commission and is effective in conformity with the Securities Act states and jurisdictions indicated in the applicable instructions and RegulationsBlue Sky Memorandum (defined in Section 4(d) herein), as updated from time to time pursuant to the terms of Section 4(d) hereof. The Neither the Commission nor any such state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by any of the state securities authorities. At the time the Registration Statement becomes first became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Ameriprise Financial will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under XXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company and has been declared effective by the Commission and in conformity with the Securities Act and states as indicated in the applicable instructions and RegulationsBlue Sky Memorandum (defined in Section 4(d) herein), as updated from time to time pursuant to the terms of Section 4(d). The Neither the Commission nor any such state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company’s knowledge, are threatened or contemplated by the Commission or by the states securities authorities. At the time the Registration Statement becomes first became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Ameriprise Financial will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under XXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The Registration Statement has been prepared and filed by the Company and has been declared effective by the Commission and in conformity with the Securities Act and states as indicated in the applicable instructions and RegulationsBlue Sky Memorandum (defined in Section 4(d) herein), as updated from time to time pursuant to the terms of Section 4(d). The Neither the Commission nor any such state securities authority has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus Prospectus filed with the Registration Statement or any amendments theretoor supplements thereto and no proceedings for that purpose have been instituted, or to the Company's knowledge, are threatened or contemplated by the Commission or by the states securities authorities. At the time the Registration Statement becomes became effective (the "“Effective Date"”) and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to or any additional registration statement filed under Rule 462(b) of the Termination Date (as defined in Section 3(d) hereof)Securities Act becomes effective, the Registration Statement and Prospectus or any amendment thereto (1) complied, or will comply, as amended or as supplemented) will contain to form in all statements which are required to be stated therein in accordance material respects with the requirements of the Securities Act and the Regulations and (2) did not or will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement thereto is filed with the Commission pursuant to Rule 424(b) or 424(c) of the Regulations and at all times subsequent thereto through the date on which the Offering is terminated (“Termination Date”), the Prospectus will comply in all material respects conform to with the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus . Any Prospectus delivered to Ameriprise will be identical to the electronically transmitted copies thereof filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed Commission pursuant to Rule 424 under XXXXX, except to the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.extent permitted by Regulation S-T.

Compliance with the Securities Act. The During the term of this Agreement: (i) the Registration Statement has been prepared Statement, the Prospectus and filed by the Company any amendments or supplements thereto have complied, and will comply, in conformity all material respects with the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable instructions rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations. The Commission has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus filed with ”); (ii) the Registration Statement or does not, and any amendments thereto. At amendment thereto will not, in each case as of the time the Registration Statement becomes effective (the "applicable Effective Date") and at the time that , include any post-effective amendments thereto become effective and at all times subsequent thereto up untrue statement of material fact or omit to the Termination Date (as defined in Section 3(d) hereof), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are state any material fact required to be stated therein or necessary to make the statements therein, in accordance with light of the Securities Act circumstances under which they were made, not misleading and the Regulations Prospectus does not, and any amendment or supplement thereto will in all respects conform to the requirements not, as of the Securities Act and the Regulationsapplicable filing date, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading; provided, and each preliminary prospectus filed as part however, that the foregoing provisions of this Section 1(b) will not extend to any statements contained in or omitted from the Registration Statement as originally or the Prospectus that are based upon written information furnished to the Company by the Dealer Manager expressly for use in the “Plan of Distribution” section of Registration Statement or Prospectus; and (iii) the documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they are hereafter filed or as part of any amendment theretowith the Commission, or filed pursuant to Rule 424 under the Securities Act, complied when so filed will comply in all material respects with the Securities requirements of the Exchange Act and Regulations the Exchange Act Rules and Regulations, and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective and as of the applicable Effective Date of each post-effective amendment to the Registration Statement, did not contain and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.