EFTA01393440.pdf

GLDUS130 Aspen Grove Capital, LLC Investor receives from the Partnership will be used in any transaction or manner that is prohibited under Sanctions; and (C) no Sanctioned Party will have any legal or beneficial interest in the Investor or the Investor's Interest; (3) none of the cash or property that the Investor has paid, will pay or will contribute to the Partnership has been or shall be derived from, or related to, any activity that is deemed criminal under United States or UK law or the law of the jurisdiction in which such activity took place, and (B) no part of the proceeds of the Investor's investment in the Partnership w ill be used to finance any such unlawful activities; (4) no contribution or payment by the Investor to the Partnership, to the extent that they are within the Investor's control, and no distribution from the Partnership to the Investor (assuming such distribution is made in accordance with instructions provided by the Investor) shall cause the Partnership or the General Partner to be in violation of the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the criminal money laundering provisions set forth in Title 18 of the United States Code or any other applicable anti-money laundering laws or regulations, in each case as amended and any successor statute thereto and including all regulations promulgated thereunder (collectively, the "Anti-Money Laundering Laws"); or Sanctions; and (5) if the Investor is a fund of funds or other entity investing on behalf of third parties, (i) the Investor is in compliance in all material respects with all applicable Anti- Money Laundering Laws and Sanctions, (ii) the Investor has anti-money laundering policies and procedures in place reasonably designed to verify the identity of its beneficial owners and/or underlying investors and their sources of funds and to confirm that no beneficial owner and/or underlying investor is a party with whom a U.S. person is prohibited from dealing under applicable Sanctions, and (iii) the Investor has established the identities of and conducted thorough due diligence with respect to all of its beneficial owners and/or underlying investors who beneficially own, directly or indirectly, 25% or more of the Investor or invested funds. For purposes of this Section 2(aa), "controlling party" means any person or entity who owns more than 50% of the economic interest in another person or entity or controls the board of directors or similar governing body, the day-to-day operations or material business decisions of such other person or entity. In the event that the Investor should learn after executing this Subscription Agreement that any of the representations made in this Section 2(aa) either was not at the time of execution, or is no longer, accurate, the Investor agrees to promptly inform the General Partner in writing of such inaccuracy. The Investor further agrees to promptly provide to the General Partner any additional information regarding the Investor or its beneficial owners that the General Partner deems necessary• or convenient to ensure compliance with all applicable laws concerning money laundering and similar activities. The Investor understands and agrees that if at any time it is discovered that any of the foregoing representations are incorrect, or if otherwise required by applicable law, regulation or administrative pronouncement related to money laundering and similar activities, the General Partner may undertake appropriate actions to ensure compliance with applicable laws, regulations and administrative pronouncements, including, but not limited to those actions described in the Partnership Agreement. The Investor further understands that the Partnership or General Partner may release confidential information about the Investor and, if applicable, any underlying beneficial owners, to proper authorities or the general partner of the Underlying Fund if the PROMETARY AND CONFIDEN17AL II CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0098992 CONFIDENTIAL SDNY_GM_00245176 EFTA01393440