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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 (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. 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 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 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 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 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.