Common use of Suitability of Investors Clause in Contracts

Suitability of Investors. The Dealer Manager, in its agreements with Dealers, will require that the 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 Dealer Manager, in its agreements with Dealers, will require that the Dealer comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the “NASAA REIT Guidelines”). The Dealer Manager, in its agreements with Dealers, will require that the Dealers shall sell Class I shares and Class W shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Dealers who are authorized to sell such shares. The Dealer Manager, in its agreements with the Dealers, shall require the 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. To the extent Shares are offered to investors other than through a Dealer, the obligations of the Dealers set forth in this Section 13 shall become obligations of the Dealer Manager, and the Dealer Manager shall be responsible for ensuring that such offers and sales comply with the obligations set forth in this Section 13; provided, however, that such obligations shall not become obligations of the Dealer Manager in connection with sales to investors referred to the Dealer Manager pursuant to a Referral Agreement as described in Section 12 above.

Suitability of Investors. The Dealer Manager, in its agreements with Selected Dealers, will require that the 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 Dealer Manager, in its agreements with Selected Dealers, will require that the Selected Dealer comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of Article III.C. of the Statement NASAA Guidelines and any enhanced standard of Policy Regarding Real Estate Investment Trusts of care applicable under Regulation Best Interest promulgated under the North American Securities Administrators Association, Inc. (the “NASAA REIT Guidelines”)Exchange Act. The Dealer Manager, in its agreements with Selected Dealers, will require that the Selected Dealers shall sell Class D Shares, Class F-D Shares, Class I shares Shares, Class F-I Shares, Class A-I Shares, Class A-II Shares, and Class W shares A-III Shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Selected Dealers who are authorized to sell such sharesShares. The Dealer Manager, in its agreements with the Selected Dealers, shall require the 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. To the extent Shares are offered to investors other than through a Dealer, the obligations of the Dealers set forth in this Section 13 shall become obligations of the Dealer Manager, and the Dealer Manager shall be responsible for ensuring that such offers and sales comply with the obligations set forth in this Section 13; provided, however, that such obligations shall not become obligations of the Dealer Manager in connection with sales to investors referred to the Dealer Manager pursuant to a Referral Agreement as described in Section 12 above.

Suitability of Investors. The Dealer Manager, in its agreements with Dealers, will require that the 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 Dealer Manager, in its agreements with Dealers, will require that the Dealer comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the “NASAA REIT Guidelines”). The Dealer Manager, in its agreements with Dealers, will require that the Dealers shall sell Class I shares and Class W shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Dealers who are authorized to sell such shares. The Dealer Manager, in its agreements with the Dealers, shall require the 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. To the extent Shares are offered to investors other than through a Dealer, the obligations of the Dealers set forth in this Section 13 11 shall become obligations of the Dealer Manager, and the Dealer Manager shall be responsible for ensuring that such offers and sales comply with the obligations set forth in this Section 13; provided, however, that such obligations shall not become obligations of the Dealer Manager in connection with sales to investors referred to the Dealer Manager pursuant to a Referral Agreement as described in Section 12 above11.

Suitability of Investors. The Dealer Manager, in its agreements with Dealers, will require that the 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 Dealer Manager, in its agreements with Dealers, will require that the Dealer comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the “NASAA REIT Guidelines”). The Dealer Manager, in its agreements with Dealers, will require that the Dealers shall sell Class I D shares and Class W I shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Dealers who are authorized to sell such shares. The Dealer Manager, in its agreements with the Dealers, shall require the 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. To the extent Shares are offered to investors other than through a Dealer, the obligations of the Dealers set forth in this Section 13 shall become obligations of the Dealer Manager, and the Dealer Manager shall be responsible for ensuring that such offers and sales comply with the obligations set forth in this Section 13; provided, however, that such obligations shall not become obligations of the Dealer Manager in connection with sales to investors referred to the Dealer Manager pursuant to a Referral Agreement as described in Section 12 above.

Suitability of Investors. The Dealer Intermediary Manager, in its agreements with DealersOffering Participants, will require that the Dealers Offering Participants offer and/or recommend the purchase of 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 and/or recommendations to purchase Shares 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 Dealer Intermediary Manager, in its agreements with DealersOffering Participants, will require that the Dealer Offering Participant comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of Rule 15b1-1 under the Exchange Act (“Regulation Best Interest”) and Article III.C. III. of the Statement of Policy Regarding Real Estate Investment Trusts Omnibus Guidelines and the applicable laws of the North American Securities Administrators Association, Inc. (the “NASAA REIT Guidelines”)jurisdiction of which such investor is a resident. The Dealer Intermediary Manager, in its agreements with DealersOffering Participants, will require that the Dealers and broker-dealers of record for Selected RIAs and Selected Institutions shall sell Class I shares and Class W shares the Shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Dealers and other broker-dealers who are authorized to sell such shares, for Class D shares and Class I shares in particular the Intermediary Manager will require that the Dealers and other broker-dealers shall only sell to permissible persons and specified accounts as described in the Prospectus. The Dealer Intermediary Manager, in its agreements with the DealersOffering Participants, shall require the Dealers Offering Participants 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. To the extent Shares are offered to investors other than through a Dealer, the obligations of the Dealers set forth in this Section 13 shall become obligations of the Dealer Manager, and the Dealer Manager shall be responsible for ensuring that such offers and sales comply with the obligations set forth in this Section 13; provided, however, that such obligations shall not become obligations of the Dealer Manager in connection with sales to investors referred to the Dealer Manager pursuant to a Referral Agreement as described in Section 12 above.

Suitability of Investors. The Dealer ManagerManager will offer Shares, and in its agreements with Dealers, Participating Broker-Dealers will require that the Participating Broker-Dealers offer Shares Shares, only to those persons who meet the financial qualifications suitability standards set forth in the Prospectus Private Placement Memorandum or in any suitability letter or memorandum sent to it by the Company Trust (including, for the avoidance of doubt, only from investors each of which, together with any other investor for which such investor is acting as a trustee or other fiduciary, the Dealer Manager or Participating Broker-Dealer making such offering of Shares, shall reasonably believe (a) is an “accredited investor” with respect to the Shares within the meaning of Regulation D under the Securities Act; or (b) is not a United States person within the meaning of Rule 902 under the Securities Act) 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. Notwithstanding the qualification of the Shares for sale in any respective jurisdiction (or the exemption therefrom), the Dealer Manager represents, warrants and covenants that it will not offer Shares and will not permit any of its registered representatives to offer Shares in any jurisdiction unless both the Dealer Manager and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Shares, the Dealer ManagerManager will comply, and in its agreements with Participating Broker-Dealers, the Dealer Manager will require that the Dealer comply Participating Broker-Dealers comply, with the provisions of the FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the “NASAA REIT Guidelines”). The Dealer Manager further represents, warrants and covenants that neither the Dealer Manager, nor any person associated with the Dealer Manager, shall offer or sell Shares in its agreements with Dealers, will require that any jurisdiction except to investors who satisfy the Dealers shall sell Class I shares investor suitability standards and Class W shares only to those persons who are eligible to purchase such shares as minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus Private Placement Memorandum, including status as an “accredited investor” as defined in Regulation D under the Securities Act, minimum income and only through those Dealers who are authorized to sell net worth standards; (b) applicable laws of the jurisdiction of which such sharesinvestor is a resident; or (c) applicable FINRA Rules. The Dealer Manager agrees to ensure that, in recommending the purchase, sale or exchange of Shares to an investor, the Dealer Manager, in its agreements or a person associated with the DealersDealer Manager, shall require have reasonable grounds to believe, on the Dealers basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the SEC, any state securities commission, any applicable non-U.S. jurisdiction, FINRA or the Trust) concerning his or her age, investment objectives, other investments, financial situation and needs and any other information known to maintainthe Dealer Manager, or person associated with the Dealer Manager, that (i) the investor can reasonably benefit from an investment in the Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Shares, (C) the lack of liquidity of the Shares, (D) the background and qualifications of the Adviser or the persons responsible for at least six yearsdirecting and managing the Trust and (E) the tax consequences of an investment in the Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Shares or by the beneficiary of such fiduciary account; and the purchaser of Shares has a substantive pre-existing relationship with the Dealer Manager pursuant to Regulation D under the Securities Act. The Dealer Manager further represents, warrants and covenants that the Dealer Manager, or a person associated with the Dealer Manager, will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares pursuant to a subscription solicited by the Dealer Manager, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained or accounts hereafter established. The Dealer Manager agrees to retain its records in compliance with applicable law and make available a record of the information obtained to determine that an investor meets the financial qualification and suitability standards imposed on the offer and or sale of Shares at the Sharestime of the initial purchase of Shares to (i) the Trust and (ii) representatives of the SEC, FINRA and applicable state or non-U.S. securities administrators upon the Dealer Manager’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency for a period of at least six years following the Termination Date. To In addition, at the extent Shares are offered to investors other Trust’s reasonable written request, which shall be no later than through a Dealerthe six year anniversary of the Termination Date, and at the Trust’s sole expense, the obligations Dealer Manger agrees to retain such records for a reasonable period of time beyond the six year anniversary of the Dealers set forth in this Section 13 Termination Date. The Dealer Manager shall become obligations not purchase any Shares for a discretionary account without obtaining the prior written approval of the Dealer Manager, ’s customer and the Dealer Manager shall be responsible for ensuring that such offers and sales comply with the obligations set forth in this Section 13; provided, however, that such obligations shall not become obligations of the Dealer Manager in connection with sales to investors referred to the Dealer Manager pursuant to his or her signature on a Referral Agreement as described in Section 12 aboveSubscription Agreement.

Suitability of Investors. The Dealer ManagerManager will offer Shares, and in its agreements with Dealers, Participating Broker-Dealers will require that the Participating Broker-Dealers offer Shares Shares, only to those persons who meet the financial qualifications suitability standards set forth in the Prospectus Private Placement Memorandum or in any suitability letter or memorandum sent to it by the Company Trust (including, for the avoidance of doubt, only from investors each of which, together with any other investor for which such investor is acting as a trustee or other fiduciary, the Dealer Manager or Participating Broker-Dealer making such offering of Shares, shall reasonably believe (a) is an “accredited investor” with respect to the Shares within the meaning of Regulation D under the Securities Act; or (b) is not a United States person within the meaning of Rule 902 under the Securities Act) 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. Notwithstanding the qualification of the Shares for sale in any respective jurisdiction (or the exemption therefrom), the Dealer Manager represents, warrants and covenants that it will not offer Shares and will not permit any of its registered representatives to offer Shares in any jurisdiction unless both the Dealer Manager and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Shares, the Dealer ManagerManager will comply, and in its agreements with Participating Broker-Dealers, the Dealer Manager will require that the Dealer comply Participating Broker-Dealers comply, with the provisions of the FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the “NASAA REIT Guidelines”). The Dealer Manager further represents, warrants and covenants that neither the Dealer Manager, nor any person associated with the Dealer Manager, shall offer or sell Shares in its agreements with Dealers, will require that any jurisdiction except to investors who satisfy the Dealers shall sell Class I shares investor suitability standards and Class W shares only to those persons who are eligible to purchase such shares as minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus Private Placement Memorandum, including status as an “accredited investor” as defined in Regulation D under the Securities Act, minimum income and only through those Dealers who are authorized to sell net worth standards; (b) applicable laws of the jurisdiction of which such sharesinvestor is a resident; or (c) applicable FINRA Rules. The Dealer Manager agrees to ensure that, in recommending the purchase, sale or exchange of Shares to an investor, the Dealer Manager, in its agreements or a person associated with the DealersDealer Manager, shall require have reasonable grounds to believe, on the Dealers basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the SEC, any state securities commission, any applicable non-U.S. jurisdiction, FINRA or the Trust) concerning his or her age, investment objectives, other investments, financial situation and needs and any other information known to maintainthe Dealer Manager, or person associated with the Dealer Manager, that (i) the investor can reasonably benefit from an investment in the Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Shares, (C) the lack of liquidity of the Shares, (D) the background and qualifications of the Advisor or the persons responsible for at least six yearsdirecting and managing the Trust and (E) the tax consequences of an investment in the Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Shares or by the beneficiary of such fiduciary account; and the purchaser of Shares has a substantive pre-existing relationship with the Dealer Manager pursuant to Regulation D under the Securities Act. The Dealer Manager further represents, warrants and covenants that the Dealer Manager, or a person associated with the Dealer Manager, will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares pursuant to a subscription solicited by the Dealer Manager, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained or accounts hereafter established. The Dealer Manager agrees to retain its records in compliance with applicable law and make available a record of the information obtained to determine that an investor meets the financial qualification and suitability standards imposed on the offer and or sale of Shares at the Sharestime of the initial purchase of Shares to (i) the Trust and (ii) representatives of the SEC, FINRA and applicable state or non-U.S. securities administrators upon the Dealer Manager’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency for a period of at least six years following the Termination Date. To In addition, at the extent Shares are offered to investors other Trust’s reasonable written request, which shall be no later than through a Dealerthe six year anniversary of the Termination Date, and at the Trust’s sole expense, the obligations Dealer Manger agrees to retain such records for a reasonable period of time beyond the six year anniversary of the Dealers set forth in this Section 13 Termination Date. The Dealer Manager shall become obligations not purchase any Shares for a discretionary account without obtaining the prior written approval of the Dealer Manager, ’s customer and the Dealer Manager shall be responsible for ensuring that such offers and sales comply with the obligations set forth in this Section 13; provided, however, that such obligations shall not become obligations of the Dealer Manager in connection with sales to investors referred to the Dealer Manager pursuant to his or her signature on a Referral Agreement as described in Section 12 aboveSubscription Agreement.

Suitability of Investors. The Dealer ManagerManager will offer Shares, and in its agreements with Dealers, Dealers will require that the Dealers offer Shares 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 states in which it is advised in writing by the Company that the Shares are qualified for sale or that persons in the states in which it is advised in writing by the Company that the Shares are qualified for sale or that such qualification qualifications is not required. In offering Shares, the Dealer ManagerManager will, and in its agreements with Dealers, the Dealer Manager will require that the Dealer Dealers will, comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, including without limitation, the provisions of Article III.C. III of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the “NASAA REIT Guidelines”). The Dealer Manager, in its agreements with Dealers, will require that Manager shall determine if a purchaser meets the Dealers shall sell Class I shares and Class W shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Dealers who are authorized to sell such shares. The Dealer Manager, in its agreements with the Dealers, shall require the Dealers to maintain, for minimum initial suitability standards: a net worth of at least six years, a record $250,000 (exclusive of the information obtained to determine that an investor meets the financial qualification and suitability standards imposed on the offer and sale value of the Shares. To the extent Shares are offered to investors other than through a Dealerpurchaser’s home, the obligations furnishings and automobiles) or an annual gross income of at least $70,000 and net worth of at least $70,000 (exclusive of the Dealers set forth in this Section 13 shall become obligations value of the Dealer Managerpurchaser’s home furnishings and automobiles), and any applicable state specific suitability standards. In making the determinations as to suitability, the Dealer Manager shall be responsible entitled to rely on the Dealers and/or information provided by the purchasers. In addition the Dealer Manager shall make every reasonable effort to determine that the purchase of the Shares is a suitable and appropriate investment for ensuring that each purchaser. The Dealer Manager shall be entitled to rely on representations as to suitability provided by the Dealer based on information provided by such offers purchaser to the Dealer. In making its suitability determination, the Dealer will consider, based on the information provided by the purchaser, such purchaser’s age investment objectives, investment experience income, net worth, financial situation and sales comply with other investments held by such purchaser, and whether the obligations purchaser: meets the state specific minimum income and net worth standards set forth in this Section 13the Suitability Standards section of the Prospectus for purchasers resident in those states; providedcan reasonably benefit from an invest men t in the Shares based on his overall investment objectives and portfolio structure; is able to bear the economic risk of the investment based on his overall financial situation; and has an apparent understanding of the fundamental risks of an investment in the Shares the risk that he may lose his entire investment, howeverthe lack of liquidity of the Shares, the restrictions on transferability of the Shares the background and qualifications of the Company’s advisor, and the tax, including ERISA, consequences of an investment in the Shares. With respect to the maintenance of records required by the NASAA Guidelines, the Company agrees that such obligations shall not become obligations of the Dealer Manager in connection with sales to investors referred to can satisfy its obligations by contractually requiring such information lo be maintained by the Dealer Manager pursuant to a Referral Agreement as described in Section 12 aboveDealers for at least six (6) years.

Suitability of Investors. The Dealer ManagerManager will offer Shares, and in its agreements with Dealers, Dealers and XXXx will require that the Dealers offer Shares or the XXXx provide advice about Shares, as applicable, only to persons who with whom it has a “pre-existing substantive relationship,” as such term is defined by the SEC, and who, based on such relationship, it believes meet the financial qualifications set forth in the Prospectus Memorandum or in any suitability letter or memorandum sent to it by the Company Company, and it will only make offers to persons in the jurisdictions states 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 Dealer ManagerManager will comply, and in its agreements with DealersDealers or XXXx, the Dealer Manager will require that the Dealer comply Dealers or XXXx, as applicable, comply, with the provisions of all applicable rules and regulations relating to suitability of investors, includingincluding but not limited to the prohibition of public solicitation under Regulation D and that the registration statement of an offering of securities that has been registered by the Company under the Securities Act shall not be discussed by the Dealer Manager or any Dealer or SIA or otherwise used to solicit investors in the Company’s Offering under Regulation D that is subject to this Agreement. If any Shares are recommended by XXXx who are not affiliated with a Dealer or by banks acting as trustees or fiduciaries, without limitationthen, in making the determinations as to suitability, the provisions Dealer Manager may rely on representations from such investment advisers and banks if the Dealer Manager is acting as the broker of Article III.C. of record in connection with such sales. In offering Shares, the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators AssociationDealer Manager will, Inc. (the “NASAA REIT Guidelines”). The Dealer Manager, in its agreements with Dealers, will require that the Dealers shall sell Class I shares and Class W shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Dealers who are authorized to sell such shares. The Dealer Manager, in its agreements with the Dealers, the Dealer Manager will require that the Dealers will, comply with the provisions of all applicable federal and state rules and regulations relating to suitability of investors, including FINRA’s suitability requirements, the SEC’s Regulation Best Interest, the Department of Labor’s prohibited transaction exemptions, and any applicable state standards of conduct. The Dealer Manager shall maintain, or in Selected Dealer Agreements or Selected Investment Advisory Agreements with the Dealers or XXXx, as applicable, shall require the Dealers and XXXx 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. To Shares (both at the extent Shares are offered to investors other than through a Dealer, the obligations time of the Dealers set forth in this Section 13 shall become obligations initial subscription and at the time of the any additional subscriptions). The Dealer Manager, Dealers, and SAIs agree to allow the Dealer Manager shall be responsible for ensuring Company to inspect upon reasonable notice the records of information obtained to determine that such offers an investor meets the financial qualification and sales comply with suitability standards imposed on the obligations set forth in this Section 13; provided, however, that such obligations shall not become obligations offer and sale of the Dealer Manager in connection with sales to investors referred to the Dealer Manager pursuant to a Referral Agreement as described in Section 12 aboveShares upon reasonably written notice.

Suitability of Investors. The Dealer Manager, in its agreements with Dealers, will require that the 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 Dealer Manager, in its agreements with Dealers, will require that the Dealer comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the “NASAA REIT Guidelines”). The Dealer Manager, in its agreements with Dealers, will require that the Dealers shall sell Class I D shares and Class W I shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Dealers who are authorized to sell such shares. The Dealer Manager, in its agreements with the Dealers, shall require the 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. To the extent Shares are offered to investors other than through a Dealer, the obligations of the Dealers set forth in this Section 13 shall become obligations of the Dealer Manager, and the Dealer Manager shall be responsible for ensuring that such offers and sales comply with the obligations set forth in this Section 13; provided, however, that such obligations shall not become obligations of the Dealer Manager in connection with sales to investors referred to the Dealer Manager pursuant to a Referral Agreement as described in Section 12 above. 14.