Common use of Transfer and Admission Restrictions Clause in Contracts

Transfer and Admission Restrictions. Notwithstanding anything to the contrary herein, the interests in the Partnership are and shall not be offered, directly or indirectly, other than: (a) in the Netherlands, to persons who: (i) trade or invest in investment products in the conduct of their profession or trade within the meaning of the Exemption Regulation issued pursuant to Section 14 of the Dutch Act on the Supervision of Investment Institutions (Vrijstellingsregeling Wet toezicht beleggingsinstellingen) (the “Investment Institutions Exemption Regulation”); and (ii) are qualified investors (professionele marktpartijen) within the meaning of the Exemption Regulation issued pursuant to Section 4 of the Dutch 1995 Act on the Supervision of the Securities Trade (Vrijstellingsregeling Wet toezicht effectenverkeer 1995) which includes (among others): (A) legal entities which are authorised or regulated to operate in the financial markets and entities which are not so authorised or regulated but whose corporate purpose is solely to invest in securities; (B) national and regional governments, central banks and international and supranational organisations such as the IMF, the ECB and the EIB; (C) legal entities which have two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in their last annual or consolidated accounts; and (D) companies which do not qualify under paragraph (C) above but which, and natural persons who, have registered with the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) as a qualified investor; (b) from within the Netherlands, solely to persons anywhere in the world who trade or invest in investment products in the conduct of their profession or trade within the meaning of the Investment Institutions Exemption Regulation; (c) to the public in a state where the number of persons to whom the offer of the interests in the Partnership is made is less than 100; or (d) if the interest in the Partnership has a denomination of at least €50,000 (or its foreign currency equivalent).