The Fund and its representatives will obtain additional information about Investor, such as account balances and amounts and dates of additional capital contributions and redemptions.
The Fund and its representatives do not disclose this information to third parties, other than service providers who must obtain access to the information to permit the Fund and the Investment Manager to conduct their affairs (for example, auditors, accountants, prime brokers, attorneys and other consultants).
The Fund and the Investment Manager restrict access to such information internally to those personnel who need the information in order to conduct the Fund’s and the Investment Manager’s business.
The Fund and the Investment Manager obtain contractual assurances from third-party service providers where the Fund and/or the Investment Manager consider it necessary or otherwise appropriate to do so and maintain physical and procedural safeguards to provide reasonable protection for the confidentiality of nonpublic personal information about Members.
While the Fund and its representatives will use their best reasonable efforts to keep confidential Investor’s investment in the Fund and the information Investor provides to the Fund, (i) there may be circumstances in which a law or regulation relating to combating terrorism or money laundering may require the release of such information to law enforcement or regulatory officials; (ii) the Fund may present such information to regulatory bodies or other parties as may be appropriate to establish the availability of exemptions from certain securities and similar laws, or the compliance of the Fund and/or the Investment Manager with applicable laws; and (iii) the Fund may disclose such information relating to Investor’s investment in the Fund when required by judicial process, to the extent permitted under privacy laws or to the extent the Fund considers the information relevant to any issue in any lawsuit or similar proceeding to which the Fund is a party or by which it is or may be bound.
If Investor has instructed the Fund to send duplicate reports to third parties pursuant to this Agreement, Investor may revoke this instruction at any time by sending a written notice to the Fund indicating that a previously authorized third party is no longer authorized to receive Investor’s reports. Investor shall provide the Investment Manager and the Fund with any information, representations, certificates or forms relating to Investor (or Investor’s direct or indirect owners or account holders) that are requested from time to time by the Investment Manager in order for (i) the Fund; (ii) any entity in which the Fund holds (directly or indirectly) an interest (whether in the form of debt or equity); (iii) any member of any “expanded affiliated group” (as defined in section 1471(e)(2) of the Internal Revenue Code (the “Code”)) of which any person described in clause (i) or (ii) is a member; or (iv) the Investment Manager or any of its affiliates, to (A) enter into, maintain or comply with the agreement contemplated by section 1471(b) of the Code; (B) satisfy any requirement imposed under sections 1471 through 1474 of the Code in order to avoid any withholding required under sections 1471 through 1474 of the Code (including any withholding upon any payments to Investor); (C) comply with any reporting or withholding requirements under sections 1471 through 1474 of the Code or (D) comply with any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with sections 1471 through 1474 of the Code.
Investor shall take such additional actions as the Investment Manager may request in good faith in connection with the foregoing. If Investor fails to provide any of the information, representations, certificates or forms (or undertake any of the actions) required under this paragraph, the Investment Manager shall have full authority to (1) terminate Investor’s interest in the Fund or (2) take any other steps the Investment Manager determines, in its sole discretion, are necessary or appropriate to mitigate the consequences of Investor’s failure to comply with this paragraph to the Fund, the Investment Manager, a Fund affiliate or the other Partners.