Common use of Status as Financial Intermediaries Clause in Contracts

Status as Financial Intermediaries. (a) Broker/Dealer represents and warrants that Broker/Dealer is duly registered as a broker/dealer pursuant to the Securities and Exchange Act of 1934, as amended, and is and will remain a member in good standing of FINRA, and agrees to abide by all of its rules and regulations including its Rules of Conduct. Broker/Dealer further agrees to comply with all applicable state and federal laws and rules and regulations of regulatory agencies having jurisdiction. The termination of Broker/Dealer’s membership in FINRA will immediately and automatically terminate this Agreement. Broker/Dealer further represents that Broker/Dealer is qualified to act as a broker/dealer in the states where Broker/Dealer transacts business. (b) Broker/Dealer represents that Broker/Dealer is qualified to sell Interests in the various jurisdiction where it transacts business. Broker/Dealer represents that it and all of its personnel involved in the activities contemplated hereunder have all governmental, regulatory, and self-regulatory registrations, approvals, memberships, and licenses required to perform Broker/Dealer’s obligations under this Agreement and to receive compensation, if any, therefore, and Broker/Dealer will maintain all relevant registrations, approvals, memberships, and licenses during the term of this Agreement. (c) Nothing in this Agreement shall cause Broker/Dealer to be Salient Capital’s partner, employee, or agent, or give Broker/Dealer any authority to act for Salient Capital or a Fund. Neither Salient Capital nor any Fund shall be liable for any of Broker/Dealer’s acts or obligations under this Agreement.

Status as Financial Intermediaries. (a) Broker/Dealer represents and warrants that Broker/Dealer is duly registered as a broker/dealer pursuant to the Securities and Exchange Act of 1934, as amended, and is and will remain a member in good standing of FINRA, and agrees to abide by all of its rules and regulations including its Rules of Conduct. Broker/Dealer further agrees to comply with all applicable state and federal laws and rules and regulations of regulatory agencies having jurisdiction. The termination of Broker/Dealer’s membership in FINRA will immediately and automatically terminate this Agreement. Broker/Dealer further represents that Broker/Dealer is qualified to act as a broker/dealer in the states where Broker/Dealer transacts business. (b) Broker/Dealer represents that Broker/Dealer is qualified to sell Interests in the various jurisdiction where it transacts business. Broker/Dealer represents that it and all of its personnel involved in the activities contemplated hereunder have all governmental, regulatory, and self-regulatory registrations, approvals, memberships, and licenses required to perform Broker/Dealer’s obligations under this Agreement and to receive compensation, if any, therefore, and Broker/Dealer will maintain all relevant registrations, approvals, memberships, and licenses during the term of this Agreement. (c) Nothing in this Agreement shall cause Broker/Dealer to be Salient Capital’s partner, employee, or agent, or give Broker/Dealer any authority to act for Salient Capital or a the Fund. Neither Salient Capital nor any the Fund shall be liable for any of Broker/Dealer’s acts or obligations under this Agreement.

Status as Financial Intermediaries. (a) Broker/Dealer represents and warrants that Broker/Dealer is duly registered as a broker/dealer pursuant to the Securities and Exchange Act of 1934, as amended, and is and will remain a member in good standing of FINRA, and agrees to abide by all of its FINRA’s rules and regulations including its FINRA’s Rules of Conduct. Broker/Dealer further agrees to comply with all applicable Federal and state and federal laws and rules and regulations of regulatory agencies having jurisdiction. Reference is hereby specifically made to Rule 2341 of FINRA’s Conduct Rules, which is incorporated herein by reference. The termination of Broker/Dealer’s membership in FINRA or any breach of said Rule 2341 will immediately and automatically terminate this Agreement. Broker/Dealer further represents that Broker/Dealer is qualified to act as a broker/dealer in the states where Broker/Dealer transacts business. Broker-Dealer further agrees that, in making any sales to purchasers within the United States of securities acquired from the Distributor, Broker/Dealer will conform to the provisions Rule 2040 of FINRA’s Conduct Rules. (b) Broker/Dealer represents that Broker/Dealer is qualified to sell Interests shares in the various jurisdiction jurisdictions where it transacts business. Broker/Dealer represents that it and all of its personnel involved in the activities contemplated hereunder have all governmental, regulatory, and self-regulatory registrations, approvals, memberships, and licenses required to perform Broker/Dealer’s obligations under this Agreement and to receive compensation, if any, therefore, and Broker/Dealer will maintain all relevant registrations, approvals, memberships, and licenses during the term of this Agreement. (c) Nothing in this Agreement shall cause Broker/Dealer to be Salient Capitalthe Distributor’s partner, employee, or agent, or give Broker/Dealer any authority to act for Salient Capital the Distributor or a the Fund. Neither Salient Capital the Distributor nor any the Fund shall be liable for any of Broker/Dealer’s acts or obligations under this Agreement.

Status as Financial Intermediaries. (a) Broker/Dealer represents and warrants that Broker/Dealer is duly registered as a broker/dealer pursuant to the Securities and Exchange Act of 1934, as amended, and is and will remain a member in good standing of FINRAthe National Association of Securities Dealers, Inc. ("NASD"), and agrees to abide by all of its rules and regulations including its Rules of Conduct. Broker/Dealer further agrees to comply with all applicable state and federal laws and rules and regulations of regulatory agencies having jurisdiction. The termination of Broker/Dealer’s 's membership in FINRA the NASD will immediately and automatically terminate this Agreement. Broker/Dealer further represents that Broker/Dealer is qualified to act as a broker/dealer in the states where Broker/Dealer transacts business. (b) Broker/Dealer represents that Broker/Dealer is qualified to sell Interests shares in the various jurisdiction where it transacts business. Broker/Dealer represents that it and all of its personnel involved in the activities contemplated hereunder have all governmental, regulatory, and self-regulatory registrations, approvals, memberships, and licenses required to perform Broker/Dealer’s 's obligations under this Agreement and to receive compensation, if any, therefore, and Broker/Dealer will maintain all relevant registrations, approvals, memberships, and licenses during the term of this Agreement. (c) Nothing in this Agreement shall cause Broker/Dealer to be Salient Capital’s ADI's partner, employee, or agent, or give Broker/Dealer any authority to act for Salient Capital ADI, the Company, or a Fund. Neither Salient Capital ADI nor any Fund the Company shall be liable for any of Broker/Dealer’s 's acts or obligations under this Agreement.

Status as Financial Intermediaries. (a) Broker/Dealer represents and warrants that Broker/Dealer is duly registered as a broker/dealer pursuant to the Securities and Exchange Act of 1934, as amended, and is and will remain a member in good standing of FINRAthe NASD, and agrees to abide by all of its rules and regulations including its Rules of Conduct. Broker/Dealer further agrees to comply with all applicable state and federal laws and rules and regulations of regulatory agencies having jurisdiction. The termination of Broker/Dealer’s membership in FINRA the NASD will immediately and automatically terminate this Agreement. Broker/Dealer further represents that Broker/Dealer is qualified to act as a broker/dealer in the states where Broker/Dealer transacts business. (b) Broker/Dealer represents that Broker/Dealer is qualified to sell Interests in the various jurisdiction where it transacts business. Broker/Dealer represents that it and all of its personnel involved in the activities contemplated hereunder have all governmental, regulatory, and self-regulatory registrations, approvals, memberships, and licenses required to perform Broker/Dealer’s obligations under this Agreement and to receive compensation, if any, therefore, and Broker/Dealer will maintain all relevant registrations, approvals, memberships, and licenses during the term of this Agreement. (c) Nothing in this Agreement shall cause Broker/Dealer to be Salient CapitalSMH’s partner, employee, or agent, or give Broker/Dealer any authority to act for Salient Capital SMH or a Fund. Neither Salient Capital SMH nor any Fund shall be liable for any of Broker/Dealer’s acts or obligations under this Agreement.

Status as Financial Intermediaries. (a) Broker/Dealer represents and warrants that Broker/Dealer is duly registered as a broker/dealer pursuant to the Securities and Exchange Act of 1934, as amended, and is and will remain a member in good standing of the FINRA, and agrees to abide by all of its rules and regulations including its Rules of Conduct. Broker/Dealer further agrees to comply with all applicable Federal and state and federal laws and rules and regulations of regulatory agencies having jurisdiction. Reference is hereby specifically made to Rule 2341 of the FINRA’s Conduct Rules, which is incorporated herein by reference. The termination of Broker/Dealer’s membership in the FINRA or any breach of said Rule 2341 will immediately and automatically terminate this Agreement. Broker/Dealer further represents that Broker/Dealer is qualified to act as a broker/dealer in the states where Broker/Dealer transacts business. Broker-Dealer further agrees that, in making any sales to purchasers within the United States of securities acquired from the Distributor or the Company, Broker/Dealer will conform to the provisions of paragraph (a) of Rule 2040 of the FINRA’s Conduct Rules. (b) Broker/Dealer represents that Broker/Dealer is qualified to sell Interests shares in the various jurisdiction jurisdictions where it transacts business. Broker/Dealer represents that it and all of its personnel involved in the activities contemplated hereunder have all governmental, regulatory, and self-regulatory registrations, approvals, memberships, and licenses required to perform Broker/Dealer’s obligations under this Agreement and to receive compensation, if any, therefore, and Broker/Dealer will maintain all relevant registrations, approvals, memberships, and licenses during the term of this Agreement. (c) Nothing in this Agreement shall cause Broker/Dealer to be Salient Capitalthe Distributor’s partner, employee, or agent, or give Broker/Dealer any authority to act for Salient Capital the Distributor, the Company or a Fund. Neither Salient Capital the Distributor nor any Fund the Company shall be liable for any of Broker/Dealer’s acts or obligations under this Agreement.

Status as Financial Intermediaries. (a) Broker/Dealer represents and warrants that Broker/Dealer is duly registered as a broker/dealer pursuant to the Securities and Exchange Act of 1934, as amended, and is and will remain a member in good standing of FINRA, and agrees to abide by all of its FINRA's rules and regulations including its FINRA's Rules of Conduct. Broker/Dealer further agrees to comply with all applicable Federal and state and federal laws and rules and regulations of regulatory agencies having jurisdiction. Reference is hereby specifically made to Rule 2341 of FINRA’s Conduct Rules, which is incorporated herein by reference. The termination of Broker/Dealer’s membership in FINRA or any breach of said Rule 2341 will immediately and automatically terminate this Agreement. Broker/Dealer further represents that Broker/Dealer is qualified to act as a broker/dealer in the states where Broker/Dealer transacts business. Broker-Dealer further agrees that, in making any sales to purchasers within the United States of securities acquired from the Distributor, Broker/Dealer will conform to the provisions of Rule 2040 of FINRA’s Conduct Rules. (b) Broker/Dealer represents that Broker/Dealer is qualified to sell Interests shares in the various jurisdiction jurisdictions where it transacts business. Broker/Dealer represents that it and all of its personnel involved in the activities contemplated hereunder have all governmental, regulatory, and self-regulatory registrations, approvals, memberships, and licenses required to perform Broker/Dealer’s obligations under this Agreement and to receive compensation, if any, therefore, and Broker/Dealer will maintain all relevant registrations, approvals, memberships, and licenses during the term of this Agreement. (c) Nothing in this Agreement shall cause Broker/Dealer to be Salient Capitalthe Distributor’s partner, employee, or agent, or give Broker/Dealer any authority to act for Salient Capital the Distributor or a the Fund. Neither Salient Capital the Distributor nor any the Fund shall be liable for any of Broker/Dealer’s acts or obligations under this Agreement.