Common use of Covenants of the Investment Advisor Clause in Contracts

Covenants of the Investment Advisor. The Investment Advisor covenants, warrants and represents, during the full term of this Agreement, that: (a) The Investment Advisor is registered as an investment advisor pursuant to the Advisers Act, and registered or notice filed as an investment advisor by the appropriate regulatory agency of each state in which the advisor is required to register or notice file. (b) Neither the Investment Advisor nor any person associated with the Investment Advisor is registered as a broker-dealer or registered representative with FINRA. (c) The Investment Advisor shall comply with all applicable federal and state securities laws, including, without limitation, the disclosure requirements of the Advisers Act, and the provisions thereof requiring disclosure of the existence of this Agreement and the compensation to be paid to the Investment Advisor hereunder. (d) The Investment Advisor shall maintain the records required by Section 204 of the Advisers Act, and Rule 204-2 thereunder in the form and for the periods required thereby. (e) The blue sky survey for the Company indicates or will indicate the jurisdictions where it is believed that offers and sales of the Shares may be effected under the applicable blue sky or state securities laws. In effecting offers or sales in a jurisdiction, you will comply with all special conditions and limitations imposed by such jurisdiction, as set forth in the blue sky survey for the Company. If the blue sky survey for the Company is not enclosed herewith, it will be made available to you at a later date. In no circumstances will you, as an Investment Advisor engage in any activities hereunder in any jurisdiction (a) which is not listed in the blue sky survey as a jurisdiction where offers and sales of the Shares may be effected under the blue sky or state securities laws of such jurisdiction or (b) in which you may not lawfully so engage. The blue sky survey shall not be considered Authorized Sales Literature.

Covenants of the Investment Advisor. The Investment Advisor covenants, warrants and represents, during the full term of this Agreement, that: (a) The Investment Advisor is registered as an investment advisor pursuant to under the Investment Advisers ActAct of 1940, as amended, and registered or notice filed licensed as an investment advisor by the appropriate regulatory agency of each state in which the advisor is required to register has clients, or notice fileexempt from such registration requirements. (b) Neither the Investment Advisor nor any person associated with the Investment Advisor is registered as a broker-dealer or registered representative with FINRA. (c) The Investment Advisor shall comply with all applicable federal and state securities laws, including, without limitation, the disclosure requirements of the Investment Advisers ActAct of 1940, as amended, and the provisions thereof requiring disclosure of the existence of this Agreement and the compensation to be paid to the Investment Advisor hereunder. (d) The Investment Advisor shall maintain the records required by Section 204 of the Investment Advisers ActAct of 1940, as amended, and Rule 204-2 thereunder in the form and for the periods required thereby. (e) The blue sky survey for Investment Advisor’s acceptance of this Agreement constitutes a representation to the Company indicates or will indicate and its agents that the jurisdictions where it is believed that offers Investment Advisor has established and sales implemented an anti-money laundering compliance program and customer identification program (“AML Program”) in accordance with applicable law, including applicable rules of the Shares may be effected under SEC and the applicable blue sky or state securities lawsUSA PATRIOT Act, specifically including, but not limited to, Section 352 of the Money Laundering Abatement Act (collectively, the “AML Rules”), reasonably expected to detect and cause the reporting of suspicious transactions in connection with the sale of Shares. In effecting offers or sales in addition, the Investment Advisor represents that it has established and implemented a jurisdiction, you will comply program for compliance with all special conditions regulations and limitations imposed programs administered by such jurisdictionthe Treasury Department’s Office of Foreign Assets Control (“OFAC Program”) and will continue to maintain its OFAC Program during the term of this Agreement. Upon request by the Dealer Manager at any time, as set forth in the blue sky survey for the Company. If the blue sky survey for the Company is not enclosed herewith, it will be made available to you at a later date. In no circumstances will you, as an Investment Advisor engage in any activities hereunder in any jurisdiction hereby agrees to (a) which is not listed in furnish a copy of its AML Program and OFAC Program to the blue sky survey as a jurisdiction where offers Dealer Manager for review, and sales of the Shares may be effected under the blue sky or state securities laws of such jurisdiction or (b) furnish a copy of the findings and any remedial actions taken in which you may not lawfully so engageconnection with the Investment Advisor’s most recent independent testing of its AML Program and/or its OFAC Program. The blue sky survey parties acknowledge that the investors who purchase Shares through the Investment Advisor are “customers” of the Investment Advisor. Nonetheless, to the extent that the Company or its agent deems it prudent, the Investment Advisor shall cooperate with the Company or its agent with respect to auditing and monitoring of the Investment Advisor’s AML Program and its OFAC Program by providing, upon request, information, records, data and exception reports, related to the Company’s shareholders introduced to, and serviced by, the Investment Advisor (the “Customers”). Such documentation could include, among other things, copies of the Investment Advisor’s AML Program and its OFAC Program; documents maintained pursuant to the Investment Advisor’s AML Program and its OFAC Program related to the Customers; any suspicious activity reports filed related to the Customers; audits and any exception reports related to the Investment Advisor’s AML activities; and any other files maintained related to the Customers. In the event that such documents reflect, in the opinion of the Dealer Manager, a potential violation of their respective obligations, if any, in respect of its AML or OFAC requirements, the Investment Advisor will permit the Company or its agent to further inspect relevant books and records related to the Customers and/or the Investment Advisor’s compliance with AML or OFAC requirements. Notwithstanding the foregoing, the Investment Advisor shall not be considered Authorized Sales Literaturerequired to provide any documentation that, in the Investment Advisor’s reasonable judgment, would cause the Investment Advisor to lose the benefit of attorney-client privilege or other privilege which it may be entitled to assert relating to the discoverability of documents in any civil or criminal proceedings. The Investment Advisor hereby represents that it is currently in compliance with all AML Rules and all OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act. The Investment Advisor hereby agrees, upon request to (A) provide an annual certification that, as of the date of such certification (i) its AML Program and its OFAC Program are consistent with the AML Rules and OFAC requirements, (ii) it has continued to implement its AML Program and its OFAC Program, and (iii) it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act; and (B) perform and carry out, on behalf of both the Company and its agent, the Customer Identification Program requirements in accordance with Section 326 of the USA PATRIOT Act and applicable SEC and Treasury Department Rules thereunder.