Ernst & Young LLP (“EY”) has agreed to give you electronic access to the Ernst & Young Independence List (the “List”), including non-public confidential information (“Confidential Information”) relating to investments from time to time proscribed for EY or other Ernst & Young personnel (“Personnel”), for your use in providing investment services to Personnel. Your access to the List is subject to your agreement, on behalf of yourself and your employer, to the terms and conditions set forth below. Please read them carefully. By clicking on the "I ACCEPT" button below, you signify that you and your employer agree to be bound by these terms and conditions. Such acceptance and agreement shall be deemed to be as effective as your manual written signature, on behalf of yourself and your employer, and this agreement shall be deemed to satisfy any writings requirements of any applicable law, notwithstanding that the agreement is written and accepted electronically.

Distribution or disclosure of any portion of the Confidential Information to persons other than Personnel, you and your employer is prohibited. You shall use the List and the Confidential Information only to provide investment services to Personnel.

EY makes no representation or warranty as to the accuracy of the Confidential Information or the availability, at any time or from time to time, of the List. Neither you nor your employer shall acquire any rights against EY or any Personnel as a result of your access to the List or the Confidential Information and EY does not assume any duties or obligations to you or your employer in connection therewith.

EY may enforce this agreement directly against you or your employer, and, because money damages would not be a sufficient remedy for any breach hereof, EY shall be entitled to injunctive relief in the event of any breach or threatened breach of this agreement. This agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and fully to be performed therein by residents thereof.