Hedge Fund Investor Questionnaire Reviewer Checklist

Rule 501(a) tests accredited-investor status at the time of the sale of securities to a person and includes a reasonable-belief path.

§ 230.501 Definitions and terms used in Regulation D. As used in Regulation D (§ 230.500 et seq. of this chapter), the following terms shall have the meaning indicated: (a) Accredited investor. Accredited investor shall mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:

See 17 C.F.R. § 230.501(a).

A subscription questionnaire filed with the SEC lists the natural-person net-worth and income categories of accredited investor.

A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his or her purchase exceeds $1,000,000. q A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.

See Persimmon Growth Partners Fund, L.P., Subscription Documents, Exhibit 99.2(p) to Form N-2 (2010)

A subscription questionnaire filed with the SEC includes the professional-certification category of accredited investor.

Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended. 3.The SEC has designated holders in good standing of the Series 7, Series 65 and Series 82 licenses as qualifying natural persons.

See CIFC Direct Lending Evergreen Fund, Confidential Subscription Documents, Exhibit 10.5 to Form 10/A (2026)

Rule 205-3(d)(1)(i) defines a qualified client to include a person with at least the dollar amount in the most recent order under the adviser's management immediately after entering the contract.

(1) The term qualified client means: (i) A natural person who, or a company that, immediately after entering into the contract has, under the management of the investment adviser, at least the applicable dollar amount specified in the most recent order; (ii) A natural person who, or a company that, the investment adviser entering into the contract (and any person acting on his behalf) reasonably believes, immediately prior to entering into the contract, either:

See 17 C.F.R. § 275.205-3(d)(1)(i)-(ii).

SEC Order IA-6961 sets the qualified-client assets-under-management threshold at $1,400,000 and the net-worth threshold at more than $2,700,000 for contracts it governs.

IT IS HEREBY ORDERED that, for purposes of rule 205-3(d)(1)(i) under the Advisers Act [17 CFR 275.205-3(d)(1)], a qualified client means a natural person who, or a company that, immediately after entering into the contract has at least $1,400,000 under the management of the investment adviser; and IT IS FURTHER ORDERED that, for purposes of rule 205-3(d)(1)(ii)(A) under the Advisers Act [17 CFR 275.205-3(d)(1)(ii)(A)], a qualified client means a natural person who, or a company that, the investment adviser entering into the contract (and any person acting on his behalf) reasonably believes, immediately prior to entering into the contract, has a net worth (together, in the case of a natural person, with assets held jointly with a spouse) of more than $2,700,000.

See Order Approving Adjustment for Inflation of the Dollar Amount Tests in Rule 205-3 Under the Investment Advisers Act of 1940, Advisers Act Release No. IA-6961, § IV (Apr. 28, 2026).

Rule 205-3(d)(1)(ii)(A) sets the qualified-client net-worth test and excludes the primary residence from a natural person's assets.

(ii) A natural person who, or a company that, the investment adviser entering into the contract (and any person acting on his behalf) reasonably believes, immediately prior to entering into the contract, either: (A) Has a net worth (together, in the case of a natural person, with assets held jointly with a spouse) of more than the applicable dollar amount specified in the most recent order. For purposes of calculating a natural person's net worth: (1) The person's primary residence must not be included as an asset;

See 17 C.F.R. § 275.205-3(d)(1)(ii)(A).

A subscription questionnaire filed with the SEC states the assets-under-management and net-worth amounts for qualified-client status and treats pooled investors as look-through entities.

2. Qualified Client. (Please indicate whether the following representation is applicable by checking the appropriate box.) The Subscriber is a company3 that is not (i) a private investment company excepted from registration by Section 3(c)(1) of the Investment Company Act, (ii) an investment company4 registered under the Investment Company Act; or (iii) a business development company (as defined in Section 202(a)(22) of the Advisers Act) (each, a “Look-Through Entity”) and satisfies one or both of the following criteria: (a) will have at least $1,100,000 under the management of the Investment Manager; and/or (b) has a net worth of more than $2,200,000.

See TCW Specialty Lending IX LLC, Subscription Agreement, Exhibit 10.7 to Form 10 (2026)

A subscription agreement filed with the SEC asks a pooled investor to certify that each equity owner is a qualified client, stating the net-worth amount.

B. FOR INVESTMENT VEHICLES RESPONDING "YES" [ ] I certify that I am the authorized representative (i.e., President, General Partner, Trustee, etc.) of the Investor and certify that the Investor is a qualified client because it is not formed for the purpose of investing in the Fund AND EACH AND EVERY EQUITY OWNER OF THE INVESTOR IS EITHER: [ ] (i) a natural person with an individual net worth(2) (including assets held jointly with their spouse) in excess of $1,500,000;

See Hatteras Multi-Strategy Institutional Fund, L.P., Form of Subscription Agreement, Exhibit 99.(p) to Form N-2 (2006)

Rule 205-3(b) treats each equity owner of a private investment company, registered investment company, or business development company that is charged gain-based compensation as a client.

In the case of a private investment company, as defined in paragraph (d)(3) of this section, an investment company registered under the Investment Company Act of 1940, or a business development company, as defined in section 202(a)(22) of the Act (15 U.S.C. 80b-2(a)(22)), each equity owner of any such company (except for the investment adviser entering into the contract and any other equity owners not charged a fee on the basis of a share of capital gains or capital appreciation) will be considered a client for purposes of paragraph (a) of this section.

See 17 C.F.R. § 275.205-3(b).

A private placement memorandum filed with the SEC places the qualifications required to invest in the subscription documents each investor completes.

Investors who meet such qualifications are referred to in this Memorandum as “Eligible Investors.” The qualifications required to invest in the Fund appear in subscription documents that must be completed by each prospective investor.

See Constitution Capital Evergreen Partnership Fund, LLC, Confidential Private Placement Memorandum, filed as Part A of Form N-2 (Post-Effective Amendment, 2026)

A subscription agreement filed with the SEC collects the information needed to determine accredited-investor and qualified-client status.

The information requested in this Subscription Agreement is needed in order to ensure compliance with the appropriate regulations and to determine (1) whether an investment in the Fund by the Investor is suitable in light of the Investor's financial position, (2) whether the Investor meets certain minimum net worth(2) tests to be deemed an "accredited investor" as defined in Regulation D and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment, (3) whether the Investor meets the minimum net worth test to be deemed a "qualified client" for purposes of Rule 205-3 promulgated under the Investment Advisers Act of 1940 (the "Advisers Act") by the SEC and has such knowledge and experience in financial matters that it is able to understand the "Performance Allocation" being made by the Fund and their risks.

See Hatteras Multi-Strategy Institutional Fund, L.P., Form of Subscription Agreement, Exhibit 99.(p) to Form N-2 (2006)

Investment Company Act section 3(c)(1) excludes an issuer whose outstanding securities are beneficially owned by not more than one hundred persons and which is not making a public offering.

Notwithstanding subsection (a), none of the following persons is an investment company within the meaning of this subchapter: (1) Any issuer whose outstanding securities (other than short-term paper) are beneficially owned by not more than one hundred persons (or, in the case of a qualifying venture capital fund, 250 persons) and which is not making and does not presently propose to make a public offering of its securities.

See 15 U.S.C. § 80a-3(c)(1).

Section 3(c)(1)(A) counts a company investor as one beneficial owner unless it owns 10 percent or more of the issuer's voting securities and is, or but for section 3(c)(1) or 3(c)(7) would be, an investment company.

Beneficial ownership by a company shall be deemed to be beneficial ownership by one person, except that, if the company owns 10 per centum or more of the outstanding voting securities of the issuer, and is or, but for the exception provided for in this paragraph or paragraph (7), would be an investment company, the beneficial ownership shall be deemed to be that of the holders of such company's outstanding securities (other than short-term paper).

See 15 U.S.C. § 80a-3(c)(1)(A).

A subscription questionnaire filed with the SEC asks an entity subscriber whether it was formed or is operated to acquire the fund's interests, whether its owners have individual discretion over the investment, and whether more than 40% of its assets will be invested in the fund, alongside whether other circumstances require treating it as more than one person under Section 3(c)(1) or 3(c)(7).

was not formed, organized, reorganized, capitalized or recapitalized for the specific purpose of acquiring Units; ☐ is ☐ is not operated for the specific purpose of acquiring Units; ☐ is ☐ is not an investment entity for which the Subscriber’s stockholders, partners, members or other beneficial owners (i) can have individual discretion as to their participation or non-participation through the Subscriber in (a) the Subscriber’s purchase of Units or (b) particular investments made by the Fund or (ii) did contribute or will contribute additional capital (other than previously committed capital) for the purpose of purchasing the Units; ☐ will ☐ will not have more than 40% of the value of the Subscriber’s total assets (or, if the Subscriber is a private investment fund with binding, unconditional capital commitments from the Subscriber’s partners or members, more than 40% of the Subscriber’s committed capital) invested in the Fund upon making this investment; ☐ is ☐ is not aware of any other circumstances that would require the Fund to treat it as more than “one person” for purposes of Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.

See TCW Specialty Lending IX LLC, Subscription Agreement, Exhibit 10.7 to Form 10 (2026), Investor Questionnaire item 4.

A subscription questionnaire filed with the SEC asks whether the subscriber was formed to invest in the fund, asks for its number of beneficial owners, and asks whether its contribution exceeds 40 percent of its assets.

The Subscriber was not formed, organized, reorganized, capitalized or recapitalized for the purpose of making an investment in the Fund. 12 q The Subscriber is unable to so represent. The number of beneficial owners of the Subscriber is: __________________. The Subscriber warrants that it will promptly notify the General Partner in writing of any changes to the number of beneficial owners at any time during the Subscriber’s investment in the Fund.) (ii) You must check one of the following two boxes: q The Subscriber’s Capital Contribution does not exceed 40% of its total assets and does not exceed 40% of its committed capital.

See Persimmon Growth Partners Fund, L.P., Subscription Documents, Exhibit 99.2(p) to Form N-2 (2010)

Rule 3c-5(b) excludes securities held by knowledgeable employees, and certain related holders, from the Section 3(c)(1) beneficial-owner count and the Section 3(c)(7) qualified-purchaser ownership test.

For purposes of determining the number of beneficial owners of a Section 3(c)(1) Company, and whether the outstanding securities of a Section 3(c)(7) Company are owned exclusively by qualified purchasers, there shall be excluded securities beneficially owned by: (1) A person who at the time such securities were acquired was a Knowledgeable Employee of such Company; (2) A company owned exclusively by Knowledgeable Employees; (3) Any person who acquires securities originally acquired by a Knowledgeable Employee in accordance with this section, provided that such securities were acquired by such person in accordance with § 270.3c-6

See 17 C.F.R. § 270.3c-5(b)(1)-(3).

Section 3(c)(7)(A) excludes an issuer whose outstanding securities are owned exclusively by persons who were qualified purchasers at the time of acquisition and which is not making a public offering.

Any issuer, the outstanding securities of which are owned exclusively by persons who, at the time of acquisition of such securities, are qualified purchasers, and which is not making and does not at that time propose to make a public offering of such securities.

See 15 U.S.C. § 80a-3(c)(7)(A).

A subscription agreement filed with the SEC has the subscriber represent that it is a qualified purchaser.

(f) it has carefully considered and has, to the extent it believes necessary, discussed with its advisors the suitability of investing in the Fund in light of its particular situation; (g) it is an “accredited investor” (as defined in Regulation D promulgated under the Securities Act) and a “qualified purchaser” (as defined in Section 2(a)(51)(A) of the Investment Company Act and the rules and regulations promulgated thereunder);

See Third Point Enhanced LP, Subscription Agreement, Exhibit 10.34 (2018)

A subscription questionnaire filed with the SEC lists qualified-purchaser categories, including a family company owning at least $5,000,000 in investments.

“Family Company” means a company, partnership or trust that owns not less than $5,000,000 in “investments” and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations or trusts established for the benefit of such persons.

See TCW Specialty Lending IX LLC, Subscription Agreement, Exhibit 10.7 to Form 10 (2026)

Benefit-plan-investor participation is significant when 25 percent or more of the value of any class of equity interests is held by benefit plan investors immediately after the most recent acquisition of any equity interest.

Equity participation in an entity by benefit plan investors is “significant” on any date if, immediately after the most recent acquisition of any equity interest in the entity, 25 percent or more of the value of any class of equity interests in the entity is held by benefit plan investors (as defined in paragraph (f)(2)).

See 29 C.F.R. § 2510.3-101(f)(1).

A subscription questionnaire filed with the SEC asks an entity investor what percentage of its equity benefit plan investors hold.

The percentage of equity interests in the Subscriber held by Benefit Plan Investors will not exceed ______%; ☐ An insurance company general account the assets of which are treated as including plan assets.

See CIFC Direct Lending Evergreen Fund, Confidential Subscription Documents, Exhibit 10.5 to Form 10/A (2026)

A subscription agreement filed with the SEC asks a benefit plan or retirement account that is not a benefit plan investor to confirm the investment complies with its governing law.

(28) If you are a benefit plan or retirement account that is not a “Benefit Plan Investor” as defined in number (25) above, such as a governmental plan, a non-U.S. benefit plan, or a church plan that is not subject to ERISA, this investment is in accordance with legal requirements applicable to you.

See BHM Discretionary Futures Fund L.P., Subscription/Exchange Agreement, Exhibit 10.3 to Form 10 (2011)

Subscription documents filed with the SEC require a Form W-9 or the applicable Form W-8.

Read the Subscription Agreement in its entirety and complete: a.Attachment A, Sign and date both copies of the Signature Pages to the Subscription Agreement; b.The information requested in the Subscriber Questionnaire on Attachment B of the Subscription Agreement; and c.(A)(i) Substitute IRS Form W-9 Certifications or (ii) an IRS Form W-9; or (B) an appropriate IRS Form W-8 (IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8EXP, IRS Form W-8IMY or IRS Form W-8ECI, as applicable) as described on Attachment C.

See CIFC Direct Lending Evergreen Fund, Confidential Subscription Documents, Exhibit 10.5 to Form 10/A (2026)

A subscription agreement filed with the SEC requires a Form W-9 from U.S. subscribers and the applicable Form W-8 from others.

14. Taxpayer Certification (a) U.S. Citizens and Residents. Complete the attached Form W-9. (b) Non-U.S. Citizens and Residents. Provide the appropriate IRS Form W-8 (i.e., W-8BEN, W-8ECI or W-8IMY).

See Sage Fund, Limited Partnership, Subscription Agreement, Exhibit 10.1 to Form 10 (2009)

A subscription questionnaire filed with the SEC asks for a person with significant responsibility for managing the investor.

Control Person (Required) List below information regarding a person who possesses significant responsibility for managing the Investor (e.g., a Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner or President): Name Date of Birth Address (Residential or Business Street Address) For U.S. Persons: Social Security Number For Non-U.S. Persons: Passport Number and Country of Issuance, or other similar identification Instructions: •The requirements of this Section C(ii) are independent of those listed in Sections A and B above.

See CIFC Direct Lending Evergreen Fund, Confidential Subscription Documents, Exhibit 10.5 to Form 10/A (2026)

A subscription questionnaire filed with the SEC asks an entity investor to list each person owning 25 percent or more of its equity interests, alongside one control person.

•Investor must list one person in this Section C(ii) and in Section B above. •Non-U.S. persons may provide a Social Security Number, an alien identification card number, or any other government-issued document evidencing nationality or residence and bearing a photograph. iii. 25 Percent Owners (Required) List below information regarding each person (if any), who, directly or indirectly, who through any contract, arrangement, understanding relationship or otherwise, owns 25 percent or more of the equity interests of Investor: Name Date of Birth Address (Residential or Business Street Address) For U.S. Persons: Social Security Number For Non-U.S. Persons: Passport Number and Country of Issuance, or

See CIFC Direct Lending Evergreen Fund, Confidential Subscription Documents, Exhibit 10.5 to Form 10/A (2026)

MFA's sound practices suggest obtaining a list of an entity investor's directors, senior officers and principal equity holders to screen them against prohibited-investor lists.

Where the investor is neither a publicly-traded company listed on a major, regulated exchange (or a subsidiary or a pension fund of such a company), nor a regulated institution organized in a FATF jurisdiction, the Hedge Fund Manager may wish to gain additional comfort regarding the Investor’s identity by obtaining certain of the following, as appropriate, under the circumstances: • Evidence that the Investor has been duly organized in its jurisdiction of organization; • A list of directors, senior officers, and principal equity holders (in order to ensure, for example, that none of these persons is a prohibited Investor, as set forth in Recommendation 2.3), and/or, if the Hedge Fund Manager believes it can reasonably rely upon an AML Certification from the Investor, it can obtain a certificate from the Investor that it has implemented and complies with AML policies, procedures, and controls that, for example, seek to ensure that none of its directors, officers, or equity holders are Prohibited Investors, as set forth in Recommendation 2.3;

See Managed Funds Association, Sound Practices for Hedge Fund Managers, Appendix IV, Recommendation 2.2.2 (CFTC-hosted copy)

A subscription agreement filed with the SEC has the subscriber represent that neither it nor its owners or controllers are on the OFAC list.

(i) The amounts contributed by it to the Fund were not and are not directly or indirectly derived from activities that contravene U.S. federal or state laws or regulations and international laws and regulations, including anti-money laundering laws and regulations, and the proceeds from the Subscriber’s investment in the Fund will not be used to finance any illegal activities; (ii) Neither it, nor any person controlling, controlled by, or under common control with it, nor any person having a beneficial interest in it, is an individual, organization, or entity listed on the List of Specially Designated Nationals and Blocked Persons (the “OFAC Control List”) maintained by the U.S. Office of Foreign Assets Control (“OFAC”), and it is not investing and will not invest in the Fund on behalf of or for the benefit of any individual, organization, or entity listed on the OFAC Control List.

See Persimmon Growth Partners Fund, L.P., Subscription Documents, Exhibit 99.2(p) to Form N-2 (2010)

A subscription agreement filed with the SEC has the subscriber represent that its contributions do not come through a foreign shell bank or a non-cooperative jurisdiction.

(g)The Subscriber’s Capital Contributions to the Fund do not originate from, nor shall they be routed through, an account maintained at a Foreign Shell Bank,6 an “offshore bank” or a bank organized or chartered under the laws of a jurisdiction that is designated as non-cooperative with international anti-money laundering principles.

See CIFC Direct Lending Evergreen Fund, Confidential Subscription Documents, Exhibit 10.5 to Form 10/A (2026)

MFA's sound practices say hedge fund subscription agreements should include representations on the investor's status as a prohibited investor or a senior foreign political figure or politically exposed person.

Appropriate Identity Provisions Included in Subscription Documents. Fund subscription documents should generally require an Investor to: • Represent and covenant that all evidence of identity provided is genuine and all related information furnished is accurate; 18 | Appendix IV • Agree to provide any information deemed necessary by the Hedge Fund Manager to comply with its AML responsibilities and policies; and • In the case of a Direct Investor, represent that it is investing solely as principal and not for the benefit of any third parties.12 Investor Representations. Hedge Fund subscription agreements should contain a general set of representations from the Investor, stating that they are in compliance with various U.S. federal, state, and international laws and regulations, as well as a set of other disclosures relevant to AML and OFAC compliance. The representation should include statements with respect to the legitimacy of the source of funds being invested, the status of the Investor as a Prohibited Investor, or “Senior Foreign Political Figure/Politically Exposed Person” or “SFPF/PEP”, and if the Investor is a fund of funds or an entity that is acting as an agent or nominee, the representation that the Investor has adopted AML procedures. See Recommendation 2.4.

See Managed Funds Association, Sound Practices for Hedge Fund Managers, Appendix IV, Recommendation 2.2 (CFTC-hosted copy)

MFA's sound practices say a hedge fund manager should not accept investments from persons on the OFAC list, from Section 311 jurisdictions, or from foreign shell banks.

A Hedge Fund Manager should not accept any investment from or on behalf of any Investor ( a “Prohibited Investor”) that is: • An individual or entity whose name appears on any lists of prohibited persons and entities as may be mandated by applicable law or regulation, including the List of Specially Designated Nationals and Blocked Persons administered by OFAC14 (“OFAC List”) as such lists may be amended from time to time; • An individual or entity who is from a country or territory prohibited by the OFAC sanctions programs; • Resident in, or organized or chartered under the laws of, a jurisdiction that has been designated by the Secretary of the U.S. Department of Treasury under Section 311 of the PATRIOT Act as warranting special measures due to money-laundering concerns; or • A “Prohibited Foreign Shell Bank” (see below).

See Managed Funds Association, Sound Practices for Hedge Fund Managers, Appendix IV, Recommendation 2.3 (CFTC-hosted copy)

Rule 506(d)(1) makes the exemption unavailable if a covered person, including a beneficial owner of 20% or more of the issuer's outstanding voting equity securities calculated on the basis of voting power, has a disqualifying event.

No exemption under this section shall be available for a sale of securities if the issuer; any predecessor of the issuer; any affiliated issuer; any director, executive officer, other officer participating in the offering, general partner or managing member of the issuer; any beneficial owner of 20% or more of the issuer's outstanding voting equity securities, calculated on the basis of voting power; any promoter connected with the issuer in any capacity at the time of such sale; any investment manager of an issuer that is a pooled investment fund; any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of securities; any general partner or managing member of any such investment manager or solicitor; or any director, executive officer or other officer participating in the offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor:

See 17 C.F.R. § 230.506(d)(1).

The reasonable-care exception to Rule 506(d) requires the issuer to have made factual inquiry into whether disqualifications exist.

An issuer will not be able to establish that it has exercised reasonable care unless it has made, in light of the circumstances, factual inquiry into whether any disqualifications exist.

See 17 C.F.R. § 230.506(d)(2)(iv), instruction.

A subscription agreement filed with the SEC asks the subscriber to represent the Rule 506(d) facts assuming it owned, directly or indirectly, 20 percent or more of the fund's voting equity.

(r)Rule 506(d). (i)The Subscriber is not subject to any conviction, order, judgment, decree, suspension, expulsion, bar, injunction, investigation or proceeding, and has not filed or been named in a registration statement or Regulation A offering statement, such that the Fund (i) would be unable to rely on Rule 506 of Regulation D under the Securities Act or (ii) would be required to make disclosures under Rule 506(d) of Regulation D under the Securities Act, in each case assuming the Subscriber were to own, directly or indirectly, 7 through any contract, arrangement, understanding, relationship or otherwise, twenty percent (20%) or more of the outstanding voting equity securities of the Fund, calculated on the basis of (1) voting power, which includes the power to vote, or to direct the voting of, such securities; and/or (2) investment power, which includes the power to dispose, or to direct the disposition of, such securities.

See CIFC Direct Lending Evergreen Fund, Confidential Subscription Documents, Exhibit 10.5 to Form 10/A (2026)

A subscription agreement filed with the SEC obliges the subscriber to provide information the fund requests to determine whether it is a bad actor.

6.13.1 The Subscriber agrees to provide the Fund, promptly and at any time before or after acceptance of this Subscription Agreement, any information that the Fund may reasonably request in order to determine whether the Subscriber is a Bad Actor, including, without limitation, filings with, and records of, courts and regulators.

See TCW Specialty Lending IX LLC, Subscription Agreement, Exhibit 10.7 to Form 10 (2026)

FINRA Rule 5130 generally prohibits a member from selling a new issue to an account in which a restricted person has a beneficial interest, subject to the rule's exceptions.

A member or a person associated with a member may not sell, or cause to be sold, a new issue to any account in which a restricted person has a beneficial interest, except as otherwise permitted herein.

See FINRA Rule 5130(a)(1).

FINRA Rule 5130 defines material support as providing more than 25% of a person's income in the prior calendar year and deems immediate family members living in the same household to support each other.

"Material support" means directly or indirectly providing more than 25% of a person's income in the prior calendar year. Members of the immediate family living in the same household are deemed to be providing each other with material support.

See FINRA Rule 5130(i)(8).

FINRA Rule 5130(b) requires a member, before selling a new issue to an account, to have obtained in good faith a representation within the prior twelve months.

Before selling a new issue to any account, a member must in good faith have obtained within the twelve months prior to such sale, a representation from: (1) Beneficial Owners the account holder(s), or a person authorized to represent the beneficial owners of the account, that the account is eligible to purchase new issues in compliance with this Rule; or (2) Conduits a bank, foreign bank, broker-dealer, or investment adviser or other conduit that all purchases of new issues are in compliance with this Rule.

See FINRA Rule 5130(b).

A subscription agreement filed with the SEC asks FINRA Rule 5130 questions so the fund can buy new issues and requires notice if the answers cease to be accurate.

The Subscriber further represents that all answers set forth in the New Issue Questionnaire contained herein are accurate and that the Subscriber will notify the Fund if at any time such answers cease to be accurate.

See Persimmon Growth Partners Fund, L.P., Subscription Documents, Exhibit 99.2(p) to Form N-2 (2010)

A subscription agreement filed with the SEC has the subscriber complete FINRA Rule 5130 and 5131 questions so the fund can invest in initial public offerings.

To permit the Fund to invest in initial public offerings of equity securities in compliance with Rule 5130 (the “New Issue Rule”) and Rule 5131 (the “Anti Spinning Rule”) adopted by the Financial Industry Regulatory Authority, the Subscriber has completed Part B of Annex I hereto, and hereby acknowledges that one or more of the categories set forth in such Annex correctly and in all respects describe the Subscriber.

See TCW Specialty Lending IX LLC, Subscription Agreement, Exhibit 10.7 to Form 10 (2026)

For Rule 5131(b), a member may rely on a written representation obtained within the prior 12 months from an account's beneficial owners about executive-officer, director and material-support status and the companies involved.

For the purposes of Rule 5131(b), a member may rely upon a written representation obtained within the prior 12 months from the beneficial owner(s) of the account, or a person authorized to represent the beneficial owner(s) of the account, as to whether such beneficial owner(s) is an executive officer or director or person materially supported by an executive officer or director and if so, the company(ies) on whose behalf such executive officer or director serves.

See FINRA Rule 5131, Supplementary Material .02(a).

FINRA Rule 5131(b)(1) restricts a member's allocation of new issues to accounts in which an executive officer or director of a public company or covered non-public company, or a person materially supported by one, has a beneficial interest, in the circumstances the rule lists.

No member or person associated with a member may allocate shares of a new issue to any account in which an executive officer or director of a public company or a covered non-public company, or a person materially supported by such executive officer or director, has a beneficial interest: (A) if the company is currently an investment banking services client of the member or the member has received compensation from the company for investment banking services in the past 12 months;

See FINRA Rule 5131(b)(1)(A).

FINRA Rule 5131 defines material support as providing more than 25% of a person's income in the prior calendar year and deems persons living in the same household to support each other.

"Material support" means directly or indirectly providing more than 25% of a person's income in the prior calendar year. Persons living in the same household are deemed to be providing each other with material support.

See FINRA Rule 5131(e)(6).

A subscription agreement filed with the SEC describes the FINRA Rule 5130 and 5131 restricted-person categories, including public-company executive officers and directors and persons they materially support.

The criteria for determining whether a person is a restricted person are set out in the FINRA Rules and generally include (i) for purposes of FINRA Rule 5130, FINRA members and other broker-dealers, their affiliates and persons having portfolio responsibility for collective investment vehicles or financial or other institutions, as well as the immediate family members of such persons and (ii) for purposes of FINRA Rule 5131, the executive officers and directors of any single U.S. public company (or of any single non-public company meeting certain size criteria), and persons materially supported by such officers and directors, who collectively own more than 25% of the Fund.

See Third Point Enhanced LP, Subscription Agreement, Exhibit 10.34 (2018)

A subscription agreement filed with the SEC asks whether the subscriber is subject to FOIA or a state public-records law and which ones.

The Subscriber is subject to the Freedom of Information Act, 5 U.S.C. § 552 (“FOIA”), any state public records access laws, any state or other jurisdiction’s laws similar in intent or effect to FOIA, or any similar statutory or legal right that might result in the disclosure of confidential information relating to the Fund (together with FOIA, “Public Disclosure Laws”). Please indicate the relevant Public Disclosure Laws to which the Subscriber is subject.

See TCW Specialty Lending IX LLC, Subscription Agreement, Exhibit 10.7 to Form 10 (2026)

A subscription agreement filed with the SEC asks the subscriber to disclose whether it is subject to the Freedom of Information Act or a similar public-disclosure law.

(21) You represent and warrant that, except as you may disclose in writing to the General Partner, you are not subject to the Freedom of Information Act or any similar state, county or municipal legislation or regulation under which you are or may be compelled to disclose to the public any information regarding your investment in the Partnership or the Trading Advisor.

See BHM Discretionary Futures Fund L.P., Subscription/Exchange Agreement, Exhibit 10.3 to Form 10 (2011)

ILPA's model subscription agreement limits applicant representations to factual matters without legal determinations.

[Representations and warranties to be limited to factual matters (i.e. not including any legal determinations) that the Applicant can assess easily and without taking specialist or jurisdiction-specific advice.]

See Institutional Limited Partners Association, Model Subscription Agreement, clause 3 drafting note (2018)

ILPA's model subscription agreement drafts the U.S. securities and tax representations as requests for objective facts, with no determinations as to law.

[Insert US-securities and tax specific representations, drafted as requests for objective facts (i.e., with no determinations as to law) about the Applicant that it can be reasonably be expected to determine without the advice of counsel or accountants.]

See Institutional Limited Partners Association, Model Subscription Agreement, Schedule 4 drafting note (2018)

A subscription agreement filed with the SEC requires the investor to notify the general partner promptly if a representation becomes untrue or inaccurate.

You also agree to promptly notify us if any representation, warranty or statement in this Agreement becomes incomplete, untrue or inaccurate.

See BHM Discretionary Futures Fund L.P., Subscription/Exchange Agreement, Exhibit 10.3 to Form 10 (2011)

A subscription agreement filed with the SEC requires a completed additional-contribution request for each additional capital contribution.

In order to make an additional Capital Contribution to the Fund, the Subscriber must complete, sign and deliver to the Fund an Additional Contribution Request in the form attached hereto as Attachment D (or such other form as may be established by the Fund from time to time).

See CIFC Direct Lending Evergreen Fund, Confidential Subscription Documents, Exhibit 10.5 to Form 10/A (2026)

ILPA's model subscription agreement obliges the applicant to update information it has provided when it becomes aware of material changes.

4.2 The Applicant hereby agrees, represents, warrants and confirms that it shall use its commercially reasonable efforts to update or replace any information that it has provided to the General Partner in this Agreement to the extent that it is aware that there are any changes to any such information that are material to the Partnership or the General Partner.

See Institutional Limited Partners Association, Model Subscription Agreement, clause 4.2 (2018)

Rule 203(m)-1(b) exempts an adviser with its principal office outside the United States whose only U.S.-person clients are qualifying private funds and whose U.S.-managed assets are private fund assets of less than $150 million.

(b) Non-United States investment advisers. For purposes of section 203(m) of the Act (15 U.S.C. 80b-3(m)), an investment adviser with its principal office and place of business outside of the United States is exempt from the requirement to register under section 203 of the Act if: (1) The investment adviser has no client that is a United States person except for one or more qualifying private funds; and (2) All assets managed by the investment adviser at a place of business in the United States are solely attributable to private fund assets, the total value of which is less than $150 million.

See 17 C.F.R. § 275.203(m)-1(b).

Section 202(a)(30) defines a foreign private adviser by the absence of a U.S. place of business, fewer than 15 U.S. clients and private fund investors, and less than $25 million attributable to them, among other conditions.

The term "foreign private adviser" means any investment adviser who- (A) has no place of business in the United States; (B) has, in total, fewer than 15 clients and investors in the United States in private funds advised by the investment adviser; (C) has aggregate assets under management attributable to clients in the United States and investors in the United States in private funds advised by the investment adviser of less than $25,000,000, or such higher amount as the Commission may, by rule, deem appropriate in accordance with the purposes of this subchapter; and

See 15 U.S.C. § 80b-2(a)(30)(A)-(C).

A registrant filing with the SEC states that its non-U.S. investment adviser subsidiaries are exempt from Advisers Act registration as foreign private advisers.

Our other investment adviser subsidiaries (“Non-US Adviser Subsidiaries”), to the extent they act as investment advisers within the meaning of the Advisers Act, are exempt from registration thereunder by virtue of, among other things, the foreign private adviser exemption set forth in Sections 202(a)(30) and 203(b)(3) of the Advisers Act and Rule 202(a)(30)-1 thereunder.

See Patria Investments Ltd, Letter to the SEC Division of Corporation Finance (DRSLTR, Dec. 17, 2020)

Subscription documents filed with the SEC have an investor represent that it is not a U.S. Person and notify the fund if it becomes one.

The Investor (i) is not a U.S. Person (as defined herein); (ii) will not transfer or deliver any interest in the Units except in accordance with Regulation S and the restrictions set forth in the Limited Liability Company Agreement and the Memorandum, pursuant to registration under the Securities Act or pursuant to an available exemption from registration; (iii) will notify the Fund immediately if the Investor becomes a U.S. Person at any time during which the Investor holds or owns any Units; (iv) is not subscribing on behalf of or funding its Capital Commitment with funds obtained from U.S. Persons; (v) is acquiring the Units to be acquired pursuant to this Subscription Agreement for the Investor’s own account for investment purposes only and not with a view to resale or distribution;

See New Mountain Guardian IV Income Fund, Subscription Documents for Non-U.S. Investors, Exhibit B to Schedule 13D (2023)