That Participating Broker. Dealer will maintain a copy (the “Record”) of each Electronic Signature used to execute a transaction and/or request for the life of the account and a minimum of seven years after the account is closed, or for such longer period as any law, rule or regulation may require. Participating Broker-Dealer will provide such Record to the Corporation and/or the Dealer Manager upon request. Supporting documentation for the use of any Electronic Signature will be maintained and available to the Corporation and/or the Dealer Manager upon request. Participating Broker-Dealer will maintain all Records in accordance with applicable recordkeeping obligations under state and federal securities laws and regulations and all applicable FINRA rules and regulations.
That Participating Broker. Dealer may not limit its clients to the use of Electronic Signature or electronic delivery of documents only. Participating Broker-Dealer will allow its clients to elect to sign any document with a manual signature. Participating Broker-Dealer will allow its clients to elect to receive any document in paper format. Participating Broker-Dealer may not charge its clients different fees or expenses based on their election to participate, or not to participate, in the Electronic Signature program. That Participating Broker-Dealer will provide clients participating in the Electronic Signature program a written confirmation of purchase, which may be provided in electronic or paper format at the election of the client. EXHIBIT C TO PARTICIPATING BROKER-DEALER AGREEMENT ELECTRONIC SIGNATURE USE INDEMNITY AGREEMENT Participating Broker-Dealer has adopted a process by which clients may authorize certain account-related transactions or requests, in whole or in part, evidenced by Electronic Signature (as such term is defined in Section 19 hereof). In consideration of the Company allowing Participating Broker-Dealer and its clients to certain account-related transactions and/or requests, in whole or in part, by Electronic Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Participating Broker-Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the Company, the Adviser, the Dealer Manager, each of their affiliates and each of their and their affiliates’ officers, directors, committee members, principles, shareholders, controlling persons, representatives, partners, trustees, agents and employees, in whatever capacity they may act, from and against any and all, loss, cost, expense, claims, judgment, damages, settlement cost, fee and related expenses (including attorneys’ fees and expenses), arising out of or in connection with any actual or alleged act or omission by Participating Broker-Dealer related to the representations or covenants set forth in Section 19 hereof or the representations described below. Participating Broker-Dealer represents that it will comply with the terms outlined in the Electronic Signature Use Rules of Engagement attached hereto as Exhibit B. Participating Broker-Dealer represents that the Company may accept any Electronic Signature without any responsibility to verify or authenticate that it is the signatu...
