RIN II • 094 Alpha Group Capital LLC investments, a natural person or company, acting for its own account or the accounts of other Qualified Purchasers, who owns and invests on a discretionary basis not less than $25,000,000 in investments and certain trusts, and a company if each beneficial owner of the company's securities is a qualified purchaser. Each purchaser letter delivered pursuant to the PS Purchase Agreement will contain representations and restrictions on transfer designed to assure that the foregoing conditions (as applicable) will be met. In reliance on such exemption, the Issuer will not register under the Investment Company Act. Investors in the Preferred Shares will therefore not receive the protections afforded by the Investment Company Act to investors in a registered investment company. The Issuer will not make a public offering of the Preferred Shares to satisfy the exemption from registration as an investment company under the Investment Company Act. If the Issuer is deemed to be an investment company and therefore is required to register under the Investment Company Act, such requirement could prohibit the Issuer from operating in its intended manner and could have a material adverse effect on the Issuer. In addition, as Deutsche Bank is expected to purchase certain of the Issuer's Preferred Shares, the Issuer is expected not to be deemed to be a "covered fund" for purposes of the Volcker Rule by complying with the loan securitization" exclusion provided under the Volcker Rule. See Section 12, "Certain Risk Factors—General Risks—Legislative and Regulatory Changes; Bank Holding Company Act". Investment Advisers Act of 1940 The Portfolio Advisor is registered as an investment adviser under the Advisers Act and will therefore be subject to the rules and regulations applicable to registered investment advisers. Anti-Money Laundering Requirements In order to comply with applicable anti-money laundering requirements, each investo