# Hedge Fund Investor Questionnaire Reviewer Checklist[^about] A section-by-section review checklist for a hedge fund investor questionnaire for a Delaware limited partnership relying on Section 3(c)(1). The subscription agreement has its own [subscription agreement review checklist](/checklists/fund-formation/hedge-fund-subscription-agreement). The [Hedge Fund Formation Practice Guide](/practice-guides/fund-formation/us/hedge-funds) provides more details. Completing or reviewing this checklist does not establish that any investor is eligible or that the fund complies with any law, which remain judgments for counsel. ## Eligibility questions {#eligibility-questions} - [ ] **Qualified-client dollar thresholds taken from the most recent Commission order** (Required) — If the fund charges a performance fee, the questionnaire must establish that each investor charged it is a qualified client under a Rule 205-3 route, using for the assets-under-management and net-worth tests the amounts in the Commission's most recent order, unless the manager is neither registered nor required to be registered with the Commission, such as an exempt reporting adviser (a state-registered manager should check its state's rule). [^qualified-client-definition] [^qualified-client-current-amounts] Confirm it states those amounts and the order's date, and excludes the primary residence from a natural person's net worth. [^qualified-client-net-worth-residence] [Practice Guide (Who can be charged a performance fee)](/practice-guides/fund-formation/us/hedge-funds#who-can-be-charged-a-hedge-fund-performance-fee) Examples: [^iq-tcw-qualified-client] [^iq-hatteras-equity-owners] [#state-the-current-qualified-client-thresholds] - [ ] **Pooled investors: each equity owner bearing the allocation tested** (Required) — Where an investor is a private investment company, registered investment company, or business development company, Rule 205-3 treats each equity owner that bears the performance fee as the client, and each must be a qualified client, meaning it meets a Rule 205-3 test such as assets under management or net worth, unless the manager is neither registered nor required to be registered with the Commission, such as an exempt reporting adviser (a state-registered manager should check its state's rule). [^qualified-client-look-through-rule] Confirm the questionnaire identifies that investor and collects its owners' status. [Practice Guide (Who can be charged a performance fee)](/practice-guides/fund-formation/us/hedge-funds#who-can-be-charged-a-hedge-fund-performance-fee) Examples: [^iq-tcw-qualified-client] [^iq-hatteras-equity-owners] [#look-through-pooled-investors-for-qualified-client-status] - [ ] **Section 3(c)(7) fund: qualified-purchaser status at acquisition** (Required) — A Section 3(c)(7) fund must be owned exclusively by persons who were qualified purchasers when they acquired their interests, apart from holdings Rule 3c-5 excludes, such as a knowledgeable employee's. [^section-3c7-exclusion] [^knowledgeable-employee-exclusion] Confirm the questionnaire asks each investor the qualified-purchaser questions or the facts of a Rule 3c-5 exclusion, and the partnership agreement and memorandum are conformed to the Section 3(c)(7) exclusion. [Practice Guide (3(c)(1) and 3(c)(7) funds)](/practice-guides/fund-formation/us/hedge-funds#section-3c1-vs-section-3c7-funds) Examples: [^iq-tpsub-qualified-purchaser] [^iq-tcw-qualified-purchaser] [#screen-qualified-purchasers-in-a-section-3c7-fund] - [ ] **Accredited-investor categories match the current Rule 501(a)** (Recommended) — If the fund admits investors as accredited investors under Regulation D, confirm the questionnaire states each current Rule 501(a) category the fund's offering and partnership documents permit, with that category's conditions, and is completed for each subscription, including additional contributions. [^accredited-investor-definition] [Practice Guide (Subscription eligibility)](/practice-guides/fund-formation/us/hedge-funds#hedge-fund-subscription-documents-investor-eligibility) Examples: [^iq-persimmon-accredited] [^iq-cifc-professional-certifications] [#track-the-current-accredited-investor-categories] - [ ] **Questions cover every admission condition in the partnership agreement** (Recommended) — Confirm the questionnaire asks about every eligibility condition in the limited partnership agreement. It may limit its questions to the partnership agreement's own conditions and, if the partnership agreement requires every investor to be a qualified client, ask that of every investor, not only those charged a performance allocation. [Practice Guide (Subscription eligibility)](/practice-guides/fund-formation/us/hedge-funds#hedge-fund-subscription-documents-investor-eligibility) Examples: [^iq-constitution-qualifications] [^iq-hatteras-eligibility-purpose] [#match-the-admission-conditions] - [ ] **Section 3(c)(1) beneficial-owner questions for entity investors** (Recommended) — In a Section 3(c)(1) fund, confirm the questionnaire asks an entity investor whether it holds 10% or more of the fund's voting securities and whether it is, or but for Section 3(c)(1) or 3(c)(7) would be, an investment company, and, if both, its number of beneficial owners. [^section-3c1-owner-limit] [^section-3c1-company-look-through] It may also ask whether the investor was formed to invest in the fund, whether its owners choose individually whether to invest, and whether the investment exceeds 40% of its assets. [Practice Guide (Subscription eligibility)](/practice-guides/fund-formation/us/hedge-funds#hedge-fund-subscription-documents-investor-eligibility) Examples: [^filed-investment-entity-questions] [^iq-persimmon-investment-company] [#collect-the-section-3c1-look-through-facts] ## Plan, tax, and anti-money-laundering information {#plan-tax-and-anti-money-laundering-information} - [ ] **Sanctions list, Section 311 jurisdiction, senior foreign political figure, and shell bank questions** (Recommended) — Confirm the questionnaire asks, for the investor and its identified owners and control person, whether any of them is on the Office of Foreign Assets Control's sanctions lists, is in a jurisdiction subject to a special measure under Section 311 of the USA PATRIOT Act, is a senior foreign political figure or a family member or close associate of one, or is or banks through a foreign shell bank, with an explanation for any yes. [^iq-mfa-prohibited-investors] [^iq-mfa-pep] [Practice Guide (Subscription compliance information)](/practice-guides/fund-formation/us/hedge-funds#hedge-fund-subscription-documents-compliance-information) Examples: [^iq-persimmon-sanctions] [^iq-cifc-shell-bank] [#screen-sanctions-and-political-exposure] - [ ] **Beneficial owners and one control person identified for entity investors** (Recommended) — For an entity investor, confirm the questionnaire asks for the beneficial owners and control person the fund's onboarding procedures specify, such as each individual owning 25% or more of it and one individual with significant responsibility for managing it, with identifying information, and reserves the right to request documents verifying them and the source of funds. [^iq-mfa-entity-investors] [Practice Guide (Subscription compliance information)](/practice-guides/fund-formation/us/hedge-funds#hedge-fund-subscription-documents-compliance-information) Examples: [^iq-cifc-control-person] [^iq-cifc-25-percent-owners] [#identify-beneficial-owners-and-a-control-person] - [ ] **Benefit plan status asked by type of plan, with the plan-investor share of an entity** (Recommended) — Confirm the questionnaire asks which kind of plan or account the investor is, or whether it invests plan assets, and, for an investing entity whose assets include plan assets, the percentage of each class of its equity held by benefit plan investors. [^plan-assets-significant-participation] [Practice Guide (Retirement-plan investors)](/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#hedge-fund-ppm-retirement-plan-investors) Examples: [^iq-cifc-plan-percentage] [^iq-bhm-plan] [#ask-benefit-plan-status-as-facts] - [ ] **Form W-9 or the applicable Form W-8, tax-exempt status, and taxable year** (Recommended) — Confirm the questionnaire asks whether the investor is a United States person and requests a Form W-9 or the applicable Form W-8, asks whether it is tax-exempt and on what basis and its taxable year, and points to the fund's Foreign Account Tax Compliance Act and Common Reporting Standard self-certification rather than reproducing it. [Practice Guide (Subscription compliance information)](/practice-guides/fund-formation/us/hedge-funds#hedge-fund-subscription-documents-compliance-information) Examples: [^iq-cifc-tax-forms] [^iq-sage-tax-forms] [#request-the-right-tax-form] ## Bad-actor, new-issue, and public-records questions {#bad-actor-new-issue-and-public-records-questions} [Practice Guide (Subscription compliance information)](/practice-guides/fund-formation/us/hedge-funds#hedge-fund-subscription-documents-compliance-information) - [ ] **Rule 506(d) disqualification questions for a prospective 20% holder** (Required) — In a Rule 506 offering, a beneficial owner of 20% or more of the fund's outstanding voting equity securities, calculated on the basis of voting power, is a covered person, and relying on Rule 506(d)'s reasonable-care exception requires factual inquiry in light of the circumstances. [^bad-actor-covered-persons] [^bad-actor-factual-inquiry] Confirm the questionnaire identifies any person that will hold 20% or more, directly or through an investor, with its ownership chain and percentage, and asks about disqualifying events and their dates. Examples: [^iq-cifc-rule-506d] [^iq-tcw-bad-actor] [#ask-rule-506d-questions-of-large-holders] - [ ] **IPO eligibility: FINRA Rule 5130 and 5131 questions** (Recommended) — If the fund may buy shares in IPOs (FINRA Rules 5130 and 5131), confirm the questionnaire asks whether the investor or anyone with a beneficial interest in it is a Rule 5130 restricted person, with the facts that decide material support, the share those persons hold, and exempt-account status; whether any of them is an executive officer or director of a public or covered non-public company, or materially supported by one, and which companies; and that the fund's procedures keep answers current for the broker-dealer representations Rules 5130 and 5131 tie to the twelve months before each sale. [^new-issue-restriction] [^new-issue-material-support] [^new-issue-representation] [^anti-spinning-restriction] [^anti-spinning-material-support] [^iq-finra-5131-annual-representation] Examples: [^iq-persimmon-new-issue] [^iq-tcw-new-issue] [^iq-tpsub-5131] [#ask-the-rule-5130-restricted-person-questions] - [ ] **Public-records law status and the laws involved** (Recommended) — Confirm the questionnaire asks whether the investor is subject to the Freedom of Information Act, a state public-records law, or a similar law, and which ones. Examples: [^iq-tcw-foia] [^iq-bhm-foia] [#ask-public-records-status] ## How the questionnaire is written {#how-the-questionnaire-is-written} [Practice Guide (Subscription eligibility)](/practice-guides/fund-formation/us/hedge-funds#hedge-fund-subscription-documents-investor-eligibility) - [ ] **Questions about facts, with the general partner applying the definitions** (Recommended) — Confirm each question that turns on a legal category, such as restricted person, asks for facts the investor knows or can find out, such as an amount, a relationship, a license held, a form filed, or an event and its date, and describes the category in terms of those facts. [^iq-ilpa-factual-reps] [^iq-ilpa-objective-facts] [#ask-for-facts-the-investor-knows] - [ ] **Duty to update, and a refresh for each additional contribution** (Recommended) — Confirm the questionnaire requires the investor to report an answer that stops being accurate, and the fund's process obtains a confirmation or new questionnaire with each additional contribution. [^iq-ilpa-update] Examples: [^iq-bhm-notify] [^iq-cifc-additional-contribution] [#require-updates-and-annual-refresh] ## Investment manager outside the United States {#questionnaire-with-an-investment-manager-outside-the-united-states} - [ ] **Manager outside the United States: questions reflect its adviser status** (Recommended) — If the investment manager's principal office and place of business is outside the United States, the questionnaire should reflect its Investment Advisers Act status, as registered, exempt as a non-U.S. private fund adviser, or a foreign private adviser, and its home-country requirements. [^non-us-adviser-exemption-rule] [^foreign-private-adviser-terms] The [Hedge Fund Investor Questionnaire (Manager Outside the U.S.)](/templates/openagreements-hedge-fund-investor-questionnaire-non-us-manager) makes these changes. [Practice Guide (Manager outside the United States)](/practice-guides/fund-formation/us/hedge-funds#hedge-fund-subscription-documents-non-us-manager) Examples: [^iq-patria-foreign-private-adviser] [^iq-newmountain-us-person] [#adjust-questions-for-a-non-us-investment-manager] [^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-09-30. License: CC BY 4.0. Steven Obiajulu, J.D. edits this reviewer checklist for U.S. hedge fund investor questionnaire for a fully funded, open-end fund, read with its subscription agreement and limited partnership agreement. Not a closed-end drawdown fund such as a private equity fund coverage. It synthesizes legal sources and is not legal advice. This article is for informational purposes only and does not create an attorney-client relationship. Source excerpts and linked materials belong to their owners. CC BY 4.0. Cite as Steven Obiajulu, *Hedge Fund Investor Questionnaire Reviewer Checklist*, OpenAgreements (last updated September 30, 2026), https://openagreements.org/checklists/fund-formation/hedge-fund-investor-questionnaire. [^qualified-client-definition]: **17 CFR 275.205-3(d)(1)(i): Qualified client by assets under management** — "(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:" *17 C.F.R. § 275.205-3(d)(1)(i)-(ii).* [^qualified-client-current-amounts]: **SEC Order IA-6961: 2026 qualified-client dollar thresholds** — "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." *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).* [^qualified-client-net-worth-residence]: **17 CFR 275.205-3(d)(1)(ii)(A): Net-worth test** — "(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;" *17 C.F.R. § 275.205-3(d)(1)(ii)(A).* [^iq-tcw-qualified-client]: **TCW Specialty Lending IX LLC, Subscription Agreement (2026)** — "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." *TCW Specialty Lending IX LLC, Subscription Agreement, Exhibit 10.7 to Form 10 (2026)* [^iq-hatteras-equity-owners]: **Hatteras Multi-Strategy Institutional Fund, L.P., Subscription Agreement (2006)** — "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;" *Hatteras Multi-Strategy Institutional Fund, L.P., Form of Subscription Agreement, Exhibit 99.(p) to Form N-2 (2006)* [^qualified-client-look-through-rule]: **17 CFR 275.205-3(b): Identification of the 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." *17 C.F.R. § 275.205-3(b).* [^section-3c7-exclusion]: **15 U.S.C. § 80a-3(c)(7)(A): Qualified-purchaser private-fund exclusion** — "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." *15 U.S.C. § 80a-3(c)(7)(A).* [^knowledgeable-employee-exclusion]: **17 CFR 270.3c-5(b): Beneficial ownership by knowledgeable employees** — "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" *17 C.F.R. § 270.3c-5(b)(1)-(3).* [^iq-tpsub-qualified-purchaser]: **Third Point Enhanced LP, Subscription Agreement (2018)** — "(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);" *Third Point Enhanced LP, Subscription Agreement, Exhibit 10.34 (2018)* [^iq-tcw-qualified-purchaser]: **TCW Specialty Lending IX LLC, Subscription Agreement (2026)** — "‘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." *TCW Specialty Lending IX LLC, Subscription Agreement, Exhibit 10.7 to Form 10 (2026)* [^accredited-investor-definition]: **17 CFR 230.501(a): Accredited investor** — "§ 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:" *17 C.F.R. § 230.501(a).* [^iq-persimmon-accredited]: **Persimmon Growth Partners Fund, L.P., Subscription Agreement (2010)** — "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." *Persimmon Growth Partners Fund, L.P., Subscription Documents, Exhibit 99.2(p) to Form N-2 (2010)* [^iq-cifc-professional-certifications]: **CIFC Direct Lending Evergreen Fund, Subscription Documents (2026)** — "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." *CIFC Direct Lending Evergreen Fund, Confidential Subscription Documents, Exhibit 10.5 to Form 10/A (2026)* [^iq-constitution-qualifications]: **Constitution Capital Evergreen Partnership Fund, LLC, Confidential Private Placement Memorandum (2026)** — "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." *Constitution Capital Evergreen Partnership Fund, LLC, Confidential Private Placement Memorandum, filed as Part A of Form N-2 (Post-Effective Amendment, 2026)* [^iq-hatteras-eligibility-purpose]: **Hatteras Multi-Strategy Institutional Fund, L.P., Subscription Agreement (2006)** — "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." *Hatteras Multi-Strategy Institutional Fund, L.P., Form of Subscription Agreement, Exhibit 99.(p) to Form N-2 (2006)* [^section-3c1-owner-limit]: **15 U.S.C. § 80a-3(c)(1): Private-fund exclusion** — "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." *15 U.S.C. § 80a-3(c)(1).* [^section-3c1-company-look-through]: **15 U.S.C. § 80a-3(c)(1)(A): Company-investor look-through** — "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)." *15 U.S.C. § 80a-3(c)(1)(A).* [^filed-investment-entity-questions]: **TCW Specialty Lending IX LLC, Subscription Agreement (2026), Investor Questionnaire: investment-entity questions** — "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." *TCW Specialty Lending IX LLC, Subscription Agreement, Exhibit 10.7 to Form 10 (2026), Investor Questionnaire item 4.* [^iq-persimmon-investment-company]: **Persimmon Growth Partners Fund, L.P., Subscription Agreement (2010)** — "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." *Persimmon Growth Partners Fund, L.P., Subscription Documents, Exhibit 99.2(p) to Form N-2 (2010)* [^iq-mfa-prohibited-investors]: **Managed Funds Association, Sound Practices for Hedge Fund Managers, Appendix IV, Recommendation 2.3** — "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)." *Managed Funds Association, Sound Practices for Hedge Fund Managers, Appendix IV, Recommendation 2.3 (CFTC-hosted copy)* [^iq-mfa-pep]: **Managed Funds Association, Sound Practices for Hedge Fund Managers, Appendix IV, Recommendation 2.2** — "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." *Managed Funds Association, Sound Practices for Hedge Fund Managers, Appendix IV, Recommendation 2.2 (CFTC-hosted copy)* [^iq-persimmon-sanctions]: **Persimmon Growth Partners Fund, L.P., Subscription Agreement (2010)** — "(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." *Persimmon Growth Partners Fund, L.P., Subscription Documents, Exhibit 99.2(p) to Form N-2 (2010)* [^iq-cifc-shell-bank]: **CIFC Direct Lending Evergreen Fund, Subscription Documents (2026)** — "(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." *CIFC Direct Lending Evergreen Fund, Confidential Subscription Documents, Exhibit 10.5 to Form 10/A (2026)* [^iq-mfa-entity-investors]: **Managed Funds Association, Sound Practices for Hedge Fund Managers, Appendix IV, Recommendation 2.2.2** — "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;" *Managed Funds Association, Sound Practices for Hedge Fund Managers, Appendix IV, Recommendation 2.2.2 (CFTC-hosted copy)* [^iq-cifc-control-person]: **CIFC Direct Lending Evergreen Fund, Subscription Documents (2026)** — "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." *CIFC Direct Lending Evergreen Fund, Confidential Subscription Documents, Exhibit 10.5 to Form 10/A (2026)* [^iq-cifc-25-percent-owners]: **CIFC Direct Lending Evergreen Fund, Subscription Documents (2026)** — "•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" *CIFC Direct Lending Evergreen Fund, Confidential Subscription Documents, Exhibit 10.5 to Form 10/A (2026)* [^plan-assets-significant-participation]: **29 CFR 2510.3-101(f)(1): Significant participation by benefit plan investors** — "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))." *29 C.F.R. § 2510.3-101(f)(1).* [^iq-cifc-plan-percentage]: **CIFC Direct Lending Evergreen Fund, Subscription Documents (2026)** — "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." *CIFC Direct Lending Evergreen Fund, Confidential Subscription Documents, Exhibit 10.5 to Form 10/A (2026)* [^iq-bhm-plan]: **BHM Discretionary Futures Fund L.P., Subscription/Exchange Agreement (2011)** — "(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." *BHM Discretionary Futures Fund L.P., Subscription/Exchange Agreement, Exhibit 10.3 to Form 10 (2011)* [^iq-cifc-tax-forms]: **CIFC Direct Lending Evergreen Fund, Subscription Documents (2026)** — "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." *CIFC Direct Lending Evergreen Fund, Confidential Subscription Documents, Exhibit 10.5 to Form 10/A (2026)* [^iq-sage-tax-forms]: **Sage Fund, Limited Partnership, Subscription Agreement (2009)** — "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)." *Sage Fund, Limited Partnership, Subscription Agreement, Exhibit 10.1 to Form 10 (2009)* [^bad-actor-covered-persons]: **17 CFR 230.506(d)(1): Bad-actor disqualification** — "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:" *17 C.F.R. § 230.506(d)(1).* [^bad-actor-factual-inquiry]: **17 CFR 230.506(d)(2)(iv) and instruction: Reasonable care** — "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." *17 C.F.R. § 230.506(d)(2)(iv), instruction.* [^iq-cifc-rule-506d]: **CIFC Direct Lending Evergreen Fund, Subscription Documents (2026)** — "(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." *CIFC Direct Lending Evergreen Fund, Confidential Subscription Documents, Exhibit 10.5 to Form 10/A (2026)* [^iq-tcw-bad-actor]: **TCW Specialty Lending IX LLC, Subscription Agreement (2026)** — "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." *TCW Specialty Lending IX LLC, Subscription Agreement, Exhibit 10.7 to Form 10 (2026)* [^new-issue-restriction]: **FINRA Rule 5130(a)(1): Restrictions on the purchase and sale of initial equity public offerings** — "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." *FINRA Rule 5130(a)(1).* [^new-issue-material-support]: **FINRA Rule 5130(i)(8): Material support** — "‘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." *FINRA Rule 5130(i)(8).* [^new-issue-representation]: **FINRA Rule 5130(b): Preconditions for sale** — "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." *FINRA Rule 5130(b).* [^anti-spinning-restriction]: **FINRA Rule 5131(b)(1): Spinning** — "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;" *FINRA Rule 5131(b)(1)(A).* [^anti-spinning-material-support]: **FINRA Rule 5131(e)(6): Material support** — "‘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." *FINRA Rule 5131(e)(6).* [^iq-finra-5131-annual-representation]: **FINRA Rule 5131, Supplementary Material .02(a): Annual representation** — "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." *FINRA Rule 5131, Supplementary Material .02(a).* [^iq-persimmon-new-issue]: **Persimmon Growth Partners Fund, L.P., Subscription Agreement (2010)** — "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." *Persimmon Growth Partners Fund, L.P., Subscription Documents, Exhibit 99.2(p) to Form N-2 (2010)* [^iq-tcw-new-issue]: **TCW Specialty Lending IX LLC, Subscription Agreement (2026)** — "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." *TCW Specialty Lending IX LLC, Subscription Agreement, Exhibit 10.7 to Form 10 (2026)* [^iq-tpsub-5131]: **Third Point Enhanced LP, Subscription Agreement (2018)** — "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." *Third Point Enhanced LP, Subscription Agreement, Exhibit 10.34 (2018)* [^iq-tcw-foia]: **TCW Specialty Lending IX LLC, Subscription Agreement (2026)** — "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." *TCW Specialty Lending IX LLC, Subscription Agreement, Exhibit 10.7 to Form 10 (2026)* [^iq-bhm-foia]: **BHM Discretionary Futures Fund L.P., Subscription/Exchange Agreement (2011)** — "(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." *BHM Discretionary Futures Fund L.P., Subscription/Exchange Agreement, Exhibit 10.3 to Form 10 (2011)* [^iq-ilpa-factual-reps]: **ILPA Model Subscription Agreement (2018), clause 3 drafting note** — "[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.]" *Institutional Limited Partners Association, Model Subscription Agreement, clause 3 drafting note (2018)* [^iq-ilpa-objective-facts]: **ILPA Model Subscription Agreement (2018), Schedule 4 drafting note** — "[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.]" *Institutional Limited Partners Association, Model Subscription Agreement, Schedule 4 drafting note (2018)* [^iq-ilpa-update]: **ILPA Model Subscription Agreement (2018), clause 4.2** — "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." *Institutional Limited Partners Association, Model Subscription Agreement, clause 4.2 (2018)* [^iq-bhm-notify]: **BHM Discretionary Futures Fund L.P., Subscription/Exchange Agreement (2011)** — "You also agree to promptly notify us if any representation, warranty or statement in this Agreement becomes incomplete, untrue or inaccurate." *BHM Discretionary Futures Fund L.P., Subscription/Exchange Agreement, Exhibit 10.3 to Form 10 (2011)* [^iq-cifc-additional-contribution]: **CIFC Direct Lending Evergreen Fund, Subscription Documents (2026)** — "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)." *CIFC Direct Lending Evergreen Fund, Confidential Subscription Documents, Exhibit 10.5 to Form 10/A (2026)* [^non-us-adviser-exemption-rule]: **17 CFR 275.203(m)-1(b): Non-United States private fund advisers** — "(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." *17 C.F.R. § 275.203(m)-1(b).* [^foreign-private-adviser-terms]: **Investment Advisers Act of 1940 § 202(a)(30), 15 U.S.C. § 80b-2(a)(30)** — "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" *15 U.S.C. § 80b-2(a)(30)(A)-(C).* [^iq-patria-foreign-private-adviser]: **Patria Investments Ltd, response to SEC staff comments (Dec. 17, 2020)** — "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." *Patria Investments Ltd, Letter to the SEC Division of Corporation Finance (DRSLTR, Dec. 17, 2020)* [^iq-newmountain-us-person]: **New Mountain Guardian IV Income Fund, subscription documents for non-U.S. investors (2023)** — "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;" *New Mountain Guardian IV Income Fund, Subscription Documents for Non-U.S. Investors, Exhibit B to Schedule 13D (2023)*