Common use of Suitability of Investors Clause in Contracts

Suitability of Investors. The Managing Dealer, in its agreements with Brokers, will require that the Brokers offer Shares only to persons who meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the jurisdictions in which it is advised in writing that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Managing Dealer, in its agreements with Brokers, will require that the Broker comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of Exchange Act Rule 15l-1 (“Regulation Best Interest”) and Article III of the Omnibus Guidelines and applicable laws of the jurisdiction of which such investor is a resident. The Managing Dealer, in its agreements with Brokers, will require that the Brokers shall sell Shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Brokers who are authorized to sell such shares. The Managing Dealer, in its agreements with the Brokers, shall require the Brokers to maintain, for at least six years, a record of the information obtained to determine that an investor meets the financial qualification and suitability standards imposed on the offer and sale of the Shares.

Suitability of Investors. The Managing DealerIntermediary Manager, in its agreements with Brokers, will require that the Brokers offer Shares only to persons who meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the jurisdictions in which it is advised in writing that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Managing DealerIntermediary Manager, in its agreements with Brokers, will require that the Broker comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of Exchange Act Rule 15l-1 (“Regulation Best Interest”) and Article III of the Omnibus Guidelines and applicable laws of the jurisdiction of which such investor is a resident. The Managing DealerIntermediary Manager, in its agreements with Brokers, will require that the Brokers shall sell Shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Brokers who are authorized to sell such shares. The Managing DealerIntermediary Manager, in its agreements with the Brokers, shall require the Brokers to maintain, for at least six years, a record of the information obtained to determine that an investor meets the financial qualification and suitability standards imposed on the offer and sale of the Shares.

Suitability of Investors. The Managing DealerDistribution Manager, in its agreements with Brokers, will require that the Brokers offer Shares only to persons who meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the jurisdictions in which it is advised in writing that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Managing DealerDistribution Manager, in its agreements with Brokers, will require that the Broker comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of Exchange Act Rule 15l-1 (“Regulation Best Interest”) and Article III of the Omnibus Guidelines and applicable laws of the jurisdiction of which such investor is a resident. The Managing DealerDistribution Manager, in its agreements with Brokers, will require that the Brokers shall sell Shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Brokers who are authorized to sell such shares. The Managing DealerDistribution Manager, in its agreements with the Brokers, shall require the Brokers to maintain, for at least six years, a record of the information obtained to determine that an investor meets the financial qualification and suitability standards imposed on the offer and sale of the Shares.

Suitability of Investors. The Managing DealerIntermediary Manager, in its agreements with Brokers, will require that the Brokers offer Shares only to persons who meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company Fund and will only make offers to persons in the jurisdictions in which it is advised in writing that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Managing DealerIntermediary Manager, in its agreements with Brokers, will require that the Broker comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of Exchange Act Rule 15l-1 (“Regulation Best Interest”) and Article III of the Omnibus Guidelines and applicable laws of the jurisdiction of which such investor is a resident. The Managing DealerIntermediary Manager, in its agreements with Brokers, will require that the Brokers shall sell Shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Brokers who are authorized to sell such shares. The Managing DealerIntermediary Manager, in its agreements with the Brokers, shall require the Brokers to maintain, for at least six years, a record of the information obtained to determine that an investor meets the financial qualification and suitability standards imposed on the offer and sale of the Shares.

Suitability of Investors. The Managing DealerDealer Manager, in its agreements with BrokersDealers, will require that the Brokers Dealers offer Shares only to persons who meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the jurisdictions in which it is advised in writing that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Managing DealerDealer Manager, in its agreements with BrokersDealers, will require that the Broker Dealer comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of Exchange Act Rule 15l-1 (“Article III.C. of the NASAA Guidelines and any enhanced standard of care applicable under Regulation Best Interest”) and Article III of Interest promulgated under the Omnibus Guidelines and applicable laws of the jurisdiction of which such investor is a residentExchange Act. The Managing DealerDealer Manager, in its agreements with BrokersDealers, will require that the Brokers Dealers shall sell Shares of any class only to those persons who are eligible to purchase Shares of such shares class as described in the Prospectus and only through those Brokers Dealers who are authorized to sell such sharesShares. The Managing DealerDealer Manager, in its agreements with the BrokersDealers, shall require the Brokers Dealers to maintain, for at least six years, a record of the information obtained to determine that an investor meets the financial qualification and suitability standards imposed on the offer and sale of the Shares.

Suitability of Investors. The Managing DealerDealer Manager, in its agreements with BrokersDealers, will require that the Brokers Dealers offer Shares only to persons who meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the jurisdictions in which it is advised in writing that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Managing DealerDealer Manager, in its agreements with BrokersDealers, will require that the Broker Dealer comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of Exchange Act Rule 15l-1 (“Article III.C. of the NASAA Guidelines and any applicable standard of care under Regulation Best Interest”) and Article III of Interest promulgated under the Omnibus Guidelines and applicable laws of the jurisdiction of which such investor is a residentExchange Act. The Managing DealerDealer Manager, in its agreements with BrokersDealers, will require that the Brokers Dealers shall sell Shares Class D shares and Class I shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Brokers Dealers who are authorized to sell such shares. The Managing DealerDealer Manager, in its agreements with the BrokersDealers, shall require the Brokers Dealers to maintain, for at least six years, a record of the information obtained to determine that an investor meets the financial qualification and suitability standards imposed on the offer and sale of the Shares.

Suitability of Investors. The Managing Dealer, in its agreements with Brokers, will require that the Brokers offer Shares only to persons who meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the jurisdictions in which it is advised in writing that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Managing Dealer, in its agreements with Brokers, will require that the Broker comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of Exchange Act Rule 15l-1 (“Regulation Best Interest”) and Article III of the Omnibus Guidelines and applicable laws of the jurisdiction of which such investor is a resident. The Managing Dealer, in its agreements with Brokers, will require that the Brokers shall sell Shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Brokers who are authorized to sell such shares. The Managing Dealer, in its agreements with the Brokers, shall require the Brokers to maintain, for at least six years, a record of the information obtained to determine that an investor meets the financial qualification and suitability standards imposed on the offer and sale of the Shares.

Suitability of Investors. The Managing Dealer, in its agreements with Brokers, will require that the Brokers offer Shares only to persons who meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company Fund and will only make offers to persons in the jurisdictions in which it is advised in writing that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Managing Dealer, in its agreements with Brokers, will require that the Broker comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of Exchange Act Rule 15l-1 (“Regulation Best Interest”) and Article III of the Omnibus Guidelines and applicable laws of the jurisdiction of which such investor is a resident. The Managing Dealer, in its agreements with Brokers, will require that the Brokers shall sell Shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those that Brokers who are duly authorized to sell such shares. The Managing Dealer, in its agreements with the Brokers, shall require the Brokers to maintain, for at least six years, a record of the information obtained to determine that an investor meets the financial qualification and suitability standards imposed on the offer and sale of the Shares.

Suitability of Investors. The Managing DealerDealer Manager, in its agreements with BrokersSelected Dealers, will require that the Brokers Selected Dealers offer Shares only to persons who meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the jurisdictions in which it is advised in writing that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Managing DealerDealer Manager, in its agreements with BrokersSelected Dealers, will require that the Broker Selected Dealer comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of Exchange Act Rule 15l-1 (“Article III.C. of the NASAA Guidelines and any enhanced standard of care applicable under Regulation Best Interest”) and Article III of Interest promulgated under the Omnibus Guidelines and applicable laws of the jurisdiction of which such investor is a residentExchange Act. The Managing DealerDealer Manager, in its agreements with BrokersSelected Dealers, will require that the Brokers Selected Dealers shall sell Class D Shares, Class F-D Shares, Class I Shares, and Class F-I Shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Brokers Selected Dealers who are authorized to sell such sharesShares. The Managing DealerDealer Manager, in its agreements with the BrokersSelected Dealers, shall require the Brokers Selected Dealers to maintain, for at least six years, a record of the information obtained to determine that an investor meets the financial qualification and suitability standards imposed on the offer and sale of the Shares.

Suitability of Investors. The Managing DealerDealer Manager, in its agreements with BrokersDealers, will require that the Brokers Dealers offer Shares only to persons who meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the jurisdictions in which it is advised in writing that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Managing DealerDealer Manager, in its agreements with BrokersDealers, will require that the Broker Dealer comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of Exchange Act Rule 15l-1 (“Article III.C. of the NASAA Guidelines and any enhanced standard of care applicable under Regulation Best Interest”) and Article III of Interest promulgated under the Omnibus Guidelines and applicable laws of the jurisdiction of which such investor is a residentExchange Act. The Managing DealerDealer Manager, in its agreements with BrokersDealers, will require that the Brokers Dealers shall sell Class D Shares and Class I Shares only to those persons who are eligible to purchase such shares Shares as described in the Prospectus and only through those Brokers Dealers who are authorized to sell such sharesShares. The Managing DealerDealer Manager, in its agreements with the BrokersDealers, shall require the Brokers Dealers to maintain, for at least six years, a record of the information obtained to determine that an investor meets the financial qualification and suitability standards imposed on the offer and sale of the Shares.

Suitability of Investors. The Managing DealerDealer Manager, in its agreements with BrokersDealers, will require that the Brokers Dealers offer Shares Units only to persons who meet the financial qualifications set forth in the Prospectus Memorandum or in any suitability letter or memorandum sent to it by the Company Partnership and will only make offers to persons in the jurisdictions in which it is advised in writing that the Shares Units are qualified for sale or that such qualification is not required. In offering SharesUnits, the Managing DealerDealer Manager, in its agreements with BrokersDealers, will require that the Broker Dealer comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of Exchange Act Rule 15l-1 (“Regulation Best Interest”), Regulation D under the Securities Act and Section 3(c)(7) and Article III of the Omnibus Guidelines and applicable laws of the jurisdiction of which such investor is a resident1940 Act. The Managing DealerDealer Manager, in its agreements with BrokersDealers, will require that the Brokers Dealers shall sell Shares Class S Units, Class D Units and Class I Units only to those persons who are eligible to purchase such shares Units as described in the Prospectus Memorandum and only through those Brokers Dealers who are authorized to sell such sharesUnits. The Managing DealerDealer Manager, in its agreements with the BrokersDealers, shall require the Brokers Dealers to maintain, for at least six years, maintain a record of the information obtained to determine that an investor meets the financial qualification and suitability standards imposed on the offer and sale of the SharesUnits.

Suitability of Investors. The Managing Dealer, in its agreements with Brokers, will require that the Brokers offer Shares only to persons who the Broker reasonably believes are “accredited investors,” as defined in Rule 501(a) of Regulation D under the Securities Act, and who meet the financial qualifications set forth in the Prospectus Offering Memorandum, if any, or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the jurisdictions in which it is advised in writing that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Managing Dealer, in its agreements with Brokers, will require that the Broker comply with the provisions of all applicable rules and regulations relating to the suitability of investors, including, without limitation, the provisions of Exchange Act Rule 15l-1 (“Regulation of Best Interest”) and Article III of the Omnibus Guidelines and applicable laws of the jurisdiction of which such investor is a resident. The Managing Dealer, in its agreements with Brokers, will require that the Brokers shall sell Shares only to those persons who are eligible to purchase such shares as described in the Prospectus Offering Memorandum and only through those Brokers who are authorized to sell such shares. The Managing Dealer, in its agreements with the Brokers, shall require the Brokers to maintain, for at least six years, a record of the information obtained to determine that an investor meets the financial qualification and suitability standards imposed on the offer and sale of the Shares.

Suitability of Investors. The Managing DealerDealer Manager, in its agreements with BrokersSelected Dealers, will require that the Brokers Selected Dealers offer Shares only to persons who meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the jurisdictions in which it is advised in writing that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Managing DealerDealer Manager, in its agreements with BrokersSelected Dealers, will require that the Broker Selected Dealer comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of Exchange Act Rule 15l-1 (“Article III.C. of the NASAA Guidelines and any enhanced standard of care applicable under Regulation Best Interest”) and Article III of Interest promulgated under the Omnibus Guidelines and applicable laws of the jurisdiction of which such investor is a residentExchange Act. The Managing DealerDealer Manager, in its agreements with BrokersSelected Dealers, will require that the Brokers Selected Dealers shall sell Class D Shares, Class F‑D Shares, Class I Shares, and Class F‑I Shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Brokers Selected Dealers who are authorized to sell such sharesShares. The Managing DealerDealer Manager, in its agreements with the BrokersSelected Dealers, shall require the Brokers Selected Dealers to maintain, for at least six years, a record of the information obtained to determine that an investor meets the financial qualification and suitability standards imposed on the offer and sale of the Shares.