Common use of Investor Suitability and Minimum Investment Clause in Contracts

Investor Suitability and Minimum Investment. You further hereby represent, warrant and covenant that no member of, or person associated with, your firm shall offer or sell Interests in any jurisdiction except to investors who satisfy the investor suitability and minimum investment requirements under the most restrictive of the following: (i) applicable provisions of the Prospectus, (ii) the laws of the jurisdiction of which such investor is a resident, and (iii) FINRA rules and regulations and FINRA Rule 2310, in particular. Specifically, you agree to ensure that, in recommending the purchase or sale of Interests to an investor, each member of, or person associated with, your firm shall have reasonable grounds (as required by Rule 2310(b)(2)(B)(i) of the FINRA Rules) to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period provided in such FINRA Rules) concerning his or her age, investment objectives, other investments, financial situation and needs, and any other information known to such member of, or person associated with, your firm, that (A) the investor is or will be in a financial position appropriate to enable him or her to realize to a significant extent the benefits described in the Prospectus, including the tax benefits to the extent they are a significant aspect of the Partnership; (B) the investor has a fair market net worth sufficient to sustain the risks inherent in an investment in Interests in the amount proposed, including complete loss, and lack of liquidity, of such investment; and (C) an investment in Interests is suitable in type and amount for such investor. You further represent, warrant and covenant that you will: (x) require each member of, or person associated with, your firm to make diligent inquiry as to the suitability and appropriateness of an investment in Interests from each proposed investor, (y) retain in your records for a period equal to the longer of (A) six years from the date of the applicable sale of Interests or (B) five years from the end of the Offering Period, and (z) make available to us and the Partnership, upon request (and upon your firm’s receipt of an appropriate document subpoena from one of the following, to representatives of the SEC, FINRA and applicable State securities administrators) documents disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Interests pursuant to a subscription solicited by your firm, whether such records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. You shall not purchase any Interests for a discretionary account without obtaining the prior written approval of your customer and his or her signature on a Subscription Agreement.

Investor Suitability and Minimum Investment. You further hereby represent, warrant and covenant that no member of, or person associated withwith your firm, your firm shall offer or sell Interests in any jurisdiction except to investors who satisfy the investor suitability and minimum investment requirements under the most restrictive of the following: (i) applicable provisions of the Prospectus, (ii) the laws of the jurisdiction of which such investor is a resident, and (iii) FINRA rules and regulations and FINRA Conduct Rule 23102810, in particular. Specifically, you agree to ensure that, in recommending the purchase or sale of Interests to an investor, each member of, or person associated with, your firm shall have reasonable grounds (as required by Rule 2310(b)(2)(B)(iSection 2810(b)(2)(B)(i) of the FINRA Conduct Rules) to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period provided in such FINRA Rulesrules) concerning his or her age, investment objectives, other investments, financial situation and needs, and any other information known to such member of, or person associated with, your firm, that (A) the investor is or will be in a financial position appropriate to enable him or her to realize to a significant extent the benefits described in the Prospectus, including the tax benefits to the extent they are a significant aspect of the Partnership; (B) the investor has a fair market net worth sufficient to sustain the risks inherent in an investment in Interests in the amount proposed, including complete loss, and lack of liquidityliquidity of, of such investment; and (C) an investment in Interests is suitable in type and amount for such investor. You further represent, warrant and covenant that you will: (x) require each member of, or person associated withwith your firm, your firm to make diligent inquiry as to the suitability and appropriateness of an investment in Interests from each proposed investor, (y) retain in your records for a period equal to the longer of (A) six years from the date of the applicable sale of Interests or (B) five years from the end of the Offering PeriodPeriod (or such longer period as is provided in Section 9 hereof), and (z) make available to us and the Partnership, upon request (and upon your firm’s receipt of an appropriate document subpoena from one of the following, to representatives of the SEC, FINRA and applicable State securities administrators) documents disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Interests pursuant to a subscription solicited by your firm, whether such records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. You shall not purchase any Interests for a discretionary account without obtaining the prior written approval of your customer and his or her signature on a Subscription Agreement.

Investor Suitability and Minimum Investment. You further hereby represent, warrant and covenant that no member of, or person associated withwith your firm, your firm shall offer or sell Interests in any jurisdiction except to investors who satisfy the investor suitability and minimum investment requirements under the most restrictive of the following: (i) applicable provisions of the Prospectus, (ii) Prospectus or the laws of the such jurisdiction of which such investor is a resident(if they are more restrictive). You hereby acknowledge your firm’s obligations pursuant to FINRA rules, in general, and (iii) FINRA rules and regulations and FINRA Conduct Rule 23102810, in particular. Specifically, you agree to ensure that, in recommending the purchase purchase, sale or sale exchange of Interests to an investor, each member of, or person associated with, your firm shall have reasonable grounds (as required by FINRA Conduct Rule 2310(b)(2)(B)(i) of the FINRA Rules2810) to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period provided in such FINRA Rules) concerning his or her age, investment objectives, other investments, financial situation and needs, and any other information known to such member of, or person associated with, with your firm, that (Ai) the investor is or will be in a financial position appropriate to enable him or her to realize to a significant extent the benefits described in the Prospectus, including the tax benefits to the extent they are a significant aspect of the Partnership; (Bii) the investor has a fair market net worth sufficient to sustain the risks inherent in an investment in Interests in the amount proposed, including complete loss, and lack of liquidityliquidity of, of such investment; and (Ciii) an investment in Interests is otherwise suitable in type and amount for such investor. You further represent, warrant and covenant that you will: (x) require each member of, or person associated withwith your firm, your firm to make diligent inquiry as to the suitability and appropriateness of an investment in Interests from each proposed investor, (y) retain in your records for a period equal to the longer of (A) six years from the date of the applicable sale of Interests or (B) five years from the end of the Offering Period, and (z) make available to us and the Partnership, upon request (and upon your firm’s receipt of an appropriate document subpoena from one of the following, to representatives of the Securities and Exchange Commission (“SEC”), FINRA and applicable State securities administrators) documents disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Interests pursuant to a subscription solicited by your firm, whether such records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. You shall not purchase any Interests for a discretionary account without obtaining the prior written approval of your customer and his or her signature on a Subscription Agreement.

Investor Suitability and Minimum Investment. You further hereby represent, warrant and covenant that no member of, or person associated withwith your firm, your firm shall offer or sell Interests in any jurisdiction except to investors who satisfy the investor suitability and minimum investment requirements under the most restrictive of the following: (i) applicable provisions of the Prospectus, (ii) applicable Prospectus or the laws of the such jurisdiction of which such investor is a resident(if they are more restrictive). You hereby acknowledge your firm’s obligations pursuant to FINRA rules, in general, and (iii) FINRA rules and regulations and FINRA Conduct Rule 2310, in particular. Specifically, you agree to ensure that, in recommending the purchase purchase, sale or sale exchange of Interests to an investor, each member of, or person associated with, your firm shall have reasonable grounds (as required by FINRA Conduct Rule 2310(b)(2)(B)(i) of the FINRA Rules2310) to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period provided in such FINRA Rules) concerning his or her age, investment objectives, other investments, financial situation and needs, and any other information known to such member of, or person associated with, with your firm, that (Ai) the investor is or will be in a financial position appropriate to enable him or her to realize to a significant extent the benefits described in the applicable Prospectus, including the tax benefits to the extent they are a significant aspect of the Partnershipeach partnership; (Bii) the investor has a fair market net worth sufficient to sustain the risks inherent in an investment in Interests in the amount proposed, including complete loss, and lack of liquidityliquidity of, of such investment; and (Ciii) an investment in Interests is otherwise suitable in type and amount for such investor. You further represent, warrant and covenant that you will: (x) require each member of, or person associated withwith your firm, your firm to make diligent inquiry as to the suitability and appropriateness of an investment in Interests from each proposed investor, (y) retain in your records for a period equal to the longer of (A) six years from the date of the applicable sale of Interests or (B) five years from the end of the applicable Offering Period, and (z) make available to us and the Partnershipeach partnership, upon request (and upon your firm’s receipt of an appropriate document subpoena from one of the following, to representatives of the Securities and Exchange Commission (“SEC”), FINRA and applicable State securities administrators) documents disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Interests pursuant to a subscription solicited by your firm, whether such records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. You shall not purchase any Interests for a discretionary account without obtaining the prior written approval of your customer and his or her signature on a Subscription Agreement.

Investor Suitability and Minimum Investment. You further hereby represent, warrant and covenant that no member of, or person associated withwith your firm, your firm shall offer or sell Interests in any jurisdiction except to investors who satisfy the investor suitability and minimum investment requirements under the most restrictive of the following: (i) applicable provisions of the Prospectus, (ii) Prospectus or the laws of the such jurisdiction of which such investor is a resident(if they are more restrictive). You hereby acknowledge your firm’s obligations pursuant to FINRA rules, and (iii) FINRA rules and regulations in general, and FINRA Rule 2310, in particular. Specifically, you agree to ensure that, in recommending the purchase purchase, sale or sale exchange of Interests to an investor, each member of, or person associated with, your firm shall have reasonable grounds (as required by FINRA Rule 2310(b)(2)(B)(i) of the FINRA Rules2310) to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period provided in such FINRA Rules) concerning his or her age, investment objectives, other investments, financial situation and needs, and any other information known to such member of, or person associated with, with your firm, that (Ai) the investor is or will be in a financial position appropriate to enable him or her to realize to a significant extent the benefits described in the Prospectus, including the tax benefits to the extent they are a significant aspect of the Partnership; (Bii) the investor has a fair market net worth sufficient to sustain the risks inherent in an investment in Interests in the amount proposed, including complete loss, and lack of liquidityliquidity of, of such investment; and (Ciii) an investment in Interests is otherwise suitable in type and amount for such investor. You further represent, warrant and covenant that you will: (x) require each member of, or person associated withwith your firm, your firm to make diligent inquiry as to the suitability and appropriateness of an investment in Interests from each proposed investor, (y) retain in your records for a period equal to the longer of (A) six years from the date of the applicable sale of Interests or (B) five years from the end of the Offering Period, and (z) make available to us and the Partnership, upon request (and upon your firm’s receipt of an appropriate document subpoena from one of the following, to representatives of the Securities and Exchange Commission (“SEC”), FINRA and applicable State securities administrators) documents disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Interests pursuant to a subscription solicited by your firm, whether such records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. You shall not purchase any Interests for a discretionary account without obtaining the prior written approval of your customer and his or her signature on a Subscription Agreement.