AGP LP 519 Alpha Group Capital Paul Barrett IMPORTANT REGULATORY DISCLOSURE Effective as of June 18, 2015 On June 18 , 2015, Merrill Lynch, Pierce, Fenner & Smith, Inc. ("Merrill") and certain of its affiliated entities received an order from the Securities and Exchange Commission ("SEC") under Rule 506(d) of the Securities Act of 1933 ("Securities Act") granting a waiver of the "bad actor" disqualification provision in Rule 506(d)(1)(iv). During the disqualification period necessitating the waiver, Merrill is providing the following disclosure to customers who purchase a Rule 506 private placement offering that Merrill issues or distributes: Pursuant to an SEC administrative order, without admitting or denying any allegations, Merrill was ordered to cease and desist from violations of Securities Act §17(a)(2) that the SEC alleged resulted from inadequate due diligence conducted by Merrill in certain offerings of municipal securities that resulted in Merrill failing to form a reasonable basis for believing the truthfulness of certain material representations in official statement issued in connection with those offerings. The SEC further alleged that, as a result, Merrill offered and sold municipal securities on the basis of materially misleading disclosure documents. Merrill was ordered to pay a civil money penalty of $500,000 and to comply with undertakings regarding review of and recommended changes to policies and procedures for municipal underwriting due diligence. On June 1, 2015, Merrill and Merrill Lynch Professional Clearing Corporation (the "Firms") and certain of their affiliated entities received an order from the Division of Corporation Finance of the SEC, acting pursuant to delegated authority from the SEC, under Rule 506(d) of the Securities Act, granting a waiver of the "bad actor' disqualification provision in Rule 506(d)(1)(iv). During the disqualification period necessitating the waiver, Merrill is providing the following disc