Common use of Retail Funds Clause in Contracts

Retail Funds. (a) To the extent a Fund intends to operate as a Retail Fund, you agree that, with respect to any Shares of the Retail Fund purchased, or held by or on behalf of your customers, you will (i) adopt and implement policies, procedures and internal controls reasonably designed to limit all beneficial owners of such Retail Fund Shares to natural persons (as such term is used or interpreted by the SEC or its staff), (ii) take commercially reasonable efforts to ensure that all current and future beneficial owners of such Retail Fund Shares are natural persons, and (iii) promptly redeem any such Retail Fund Shares of customers who do not qualify as natural persons. (b) Upon our reasonable request or that of a Retail Fund or its authorized agent, you agree to provide (i) copies (or a summary) of the policies, procedures and internal controls required under Section 11(a) above, and (ii) information or certification as to the adequacy of such procedures and the effectiveness of their implementation, in such form as may be reasonably satisfactory to us and/or the Retail Fund. (c) In the event you cannot redeem Shares as provided in Section 11(a)(iii) above, you agree to promptly notify the Retail Fund and to comply with any requests from us or the Retail Fund relating to the involuntary redemption of such Shares (including Shares held in an omnibus account).