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COMPLIANCE ATTESTATIONS

               The following questions are for legal compliance purposes only in order to meet the requirements of
               SEC Rule 506(d) of the Securities Act of 1933.  Responses are generally not shared with the hiring
               manager, except as appropriate and necessary for legal and compliance purposes.

               Definitions.  Certain terms used in this questionnaire are italicized, and the definitions of those terms
               are set forth in Exhibit A, which is attached.  Please review those definitions before answering any
               of the following questions.

               Basis for Response; Amending Responses.  Please answer every question.  Please immediately advise
               Human Resources if there is any change in the information set forth herein after you have
               completed this questionnaire.

               Attachments.   Please feel free to attach extra pages as necessary.   Please reference the question to
               which any attachment relates.
                   1.  Have you, within the last ten (10) years, been convicted of a felony or misdemeanor (i) in
                       connection with the purchase or sale of any security, (ii) involving the making of any false
                       filing with the Commission or (iii) arising out of the conduct of the business of an underwriter,
                       broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers
                       of securities?       Yes □   No □

                       If your response to question 1 is ―yes,‖ please explain. In your explanation, please include
                       (i) the jurisdiction in which the conviction occurred, (ii) the nature of the offense, (iii) the
                       nature of the conviction (i.e. felony or misdemeanor), (iv) the date of the conviction and (v)
                       the sentence received.


                   2.  Are  you  currently  subject  to  any  order,  judgment  or  decree  of  any  court  of  competent
                       jurisdiction, entered in the last five (5) years, that restrains or enjoins you from engaging in
                       any  conduct  or  practice  (i)  in  connection  with  the  purchase  or  sale  of  any  security,  (ii)
                       involving the making of a false filing with the Commission or (iii) arising out of the conduct of
                       the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser
                       or paid solicitor of purchasers of securities?    Yes □   No □

                       If your response to question 2 is ―yes,‖ please explain.  In your explanation, please include
                       (i)  the  jurisdiction  in  which  the  court  injunction  or  restraining  order  was  issued,  (ii)  the
                       nature of the offense, (iii) the date the injunction or restraining order was issued and (iv) the
                       dates during which the injunction or restraining order is in effect.


                   3.  Are you currently subject to a final order of a State securities commission (or an agency or
                       officer of a State performing like functions), a State authority that supervises or examines
                       banks, savings associations, or credit unions, a State insurance commission (or an agency or
                       officer  of  a  State  performing  like  functions),  an  appropriate  Federal  banking  agency,  the
                       National  Credit  Union  Administration,  or  the  U.S.  Commodity  Futures  Trading
                       Commission, that—
                       (i) bars you from—
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