Common use of Compliance with Applicable Securities Laws Clause in Contracts

Compliance with Applicable Securities Laws. (a) With respect to their respective activities under this Agreement, Foreside and the Fund each agree that it will comply with the applicable requirements of (i) the Act (including Regulation D), (ii) the 1940 Act, (iii) the Securities Exchange Act of 1934, as amended (the “1934 Act”) (including all regulations, rules and releases under all such statutes), (iv) the Blue Sky Laws of the state or jurisdiction in which such sale is made and (v) with respect to Foreside, with all applicable rules and regulations of FINRA. In connection with the foregoing, Foreside agrees to comply with such procedures as may be necessary in order that no act or omission to act by Foreside in connection with the Fund’s offering of Units shall cause to become unavailable the exemption from registration of the Units under the Act provided by Section 4(2) thereof and Rule 506 of Regulation D thereunder. Neither Foreside nor its registered representatives will give any information or make any representation other than those contained in (i) the Offering Memorandum or (ii) any sales literature, performance reports, financial statements and other written materials provided by or on behalf of the Fund in connection with the placement of Units (all such materials except the Offering Memorandum being collectively referred to as “Related Offering Materials”). (b) Units in the Fund will be offered on a private placement basis to Eligible Investors only. Neither the Fund nor any person acting on its behalf, shall offer or sell Units by any form of general solicitation or general advertising, including, without limitation, the methods described in Rule 502(c) of Regulation D under the Act. (c) The Fund shall prepare the Offering Memorandum and the application for Units to be used in connection with all subscriptions (the “Subscription Application”). During the continuous offering, the Fund will deliver to the Placement Agent, without charge, at its principal place of business, as many copies of the foregoing documents as the Placement Agent may reasonably request. (d) The Fund shall extend to prospective investors an opportunity, prior to purchase of any Units, to ask questions and receive answers concerning the Fund and the terms and conditions of the offering, and to obtain such additional information as the prospective investor may consider necessary in making an informed investment decision. (e) The Placement Agent may rely upon advice given by the Fund and the Fund’s counsel, from time to time, as to the legality of, and any restrictions placed on, the offer or sale of Units in jurisdictions where Units are or may be offered. Subject to the foregoing and other provisions of this Agreement, the Placement Agent is responsible for complying with all applicable U.S. federal and state laws, rules and regulations directly applicable to the Placement Agent in offering and selling Units in any U.S. jurisdiction, including applicable rules of the FINRA. (f) The Fund agrees that no Units shall be offered in any jurisdiction outside of the United States (a “Foreign Jurisdiction”) unless (i) The Fund obtains prior written approval from Foreside. (ii) The Fund notifies Foreside in writing of any contemplated offering in a Foreign Jurisdiction, in each case setting forth the following information: (A) name of the Fund; (B) the applicable Foreign Jurisdiction; (C) whether, and, if so, with which regulatory authorities the Fund may need to be registered; (D) to whom Units in the Fund are proposed to be offered; (E) the location(s) from which the offering activities are proposed to be conducted and the scope of such activities; (F) whether the Fund will be offered or sold to investors or intended investors through agents that are licensed to do the same in the applicable Foreign Jurisdiction; and (G) such other information, including legal analysis, as Foreside may reasonably deem relevant. (iii) The Fund shall certify to Foreside that, based on the activity of registered representatives employed by the Investment Adviser in the applicable foreign jurisdiction, the Fund has taken all necessary action to comply with the laws and regulations of such foreign jurisdiction (“Foreign Laws and Regulations”) to offer and sell its Units in the applicable foreign jurisdiction including registration of such Units, if required. The Fund must also provide Foreside with written confirmation from outside counsel stating that, provided that Fund has complied with the applicable Foreign Laws and Regulations, such Foreign Laws and Regulations do not require registration or any other action by Foreside with respect to that foreign jurisdiction. (iv) Foreside reserves the right to restrict or prohibit any offering in a Foreign Jurisdiction as Foreside reasonably deems necessary, in consultation with the Fund, to comply with applicable law. (v) The Fund represents that it has in place policies and procedures to comply with the laws, rules and regulations of any Foreign Jurisdiction governing private offerings of the Fund.

Compliance with Applicable Securities Laws. (a) With respect to their respective activities under this Agreement, Foreside and the Fund each agree that it will comply with the applicable requirements of (i) the Act (including Regulation D), (ii) the 1940 Act, (iii) the Securities Exchange Act of 1934, as amended (the “1934 Act”) (including all regulations, rules and releases under all such statutes), (iv) the Blue Sky Laws of the state or jurisdiction in which such sale is made and (v) with respect to Foreside, with all applicable rules and regulations of FINRA. In connection with the foregoing, Foreside agrees to comply with such procedures as may be necessary in order that no act or omission to act by Foreside in connection with the Fund’s ’s’ offering of Units shall cause to become unavailable the exemption from registration of the Units under the Act provided by Section 4(2) thereof and Rule 506 of Regulation D thereunder. Neither Foreside nor its registered representatives will give any information or make any representation other than those contained in (i) the Offering Memorandum or (ii) any sales literature, performance reports, financial statements and other written materials provided by or on behalf of the Fund in connection with the placement of Units (all such materials except the Offering Memorandum being collectively referred to as “Related Offering Materials”). (b) Units in the Fund will be offered on a private placement basis to Eligible Investors only. Neither the Fund nor any person acting on its behalf, shall offer or sell Units by any form of general solicitation or general advertising, including, without limitation, the methods described in Rule 502(c) of Regulation D under the Act. (c) The Fund shall prepare the Offering Memorandum and the application for Units to be used in connection with all subscriptions (the “Subscription Application”). During the continuous offering, the Fund will deliver to the Placement Agent, without charge, at its principal place of business, as many copies of the foregoing documents as the Placement Agent may reasonably request. (d) The Fund shall extend to prospective investors an opportunity, prior to purchase of any Units, to ask questions and receive answers concerning the Fund and the terms and conditions of the offering, and to obtain such additional information as the prospective investor may consider necessary in making an informed investment decision. (e) The Placement Agent may rely upon advice given by the Fund and the Fund’s counsel, from time to time, as to the legality of, and any restrictions placed on, the offer or sale of Units in jurisdictions where Units are or may be offered. Subject to the foregoing and other provisions of this Agreement, the Placement Agent is responsible for complying with all applicable U.S. federal and state laws, rules and regulations directly applicable to the Placement Agent in offering and selling Units in any U.S. jurisdiction, including applicable rules of the FINRA. (f) The Fund agrees that no Units shall be offered in any jurisdiction outside of the United States (a “Foreign Jurisdiction”) unless (i) The Fund obtains prior written approval from Foreside. (ii) The Fund notifies Foreside in writing of any contemplated offering in a Foreign Jurisdiction, in each case setting forth the following information: (A) name of the Fund; (B) the applicable Foreign Jurisdiction; (C) whether, and, if so, with which regulatory authorities the Fund may need to be registered; (D) to whom Units in the Fund are proposed to be offered; (E) the location(s) from which the offering activities are proposed to be conducted and the scope of such activities; (F) whether the Fund will be offered or sold to investors or intended investors through agents that are licensed to do the same in the applicable Foreign Jurisdiction; and (G) such other information, including legal analysis, as Foreside may reasonably deem relevant. (iii) The Fund shall certify to Foreside that, based on the activity of registered representatives employed by the Investment Adviser in the applicable foreign jurisdiction, the Fund has taken all necessary action to comply with the laws and regulations of such foreign jurisdiction (“Foreign Laws and Regulations”) to offer and sell its Units in the applicable foreign jurisdiction including registration of such Units, if required. The Fund must also provide Foreside with written confirmation from outside counsel stating that, provided that Fund has complied with the applicable Foreign Laws and Regulations, such Foreign Laws and Regulations do not require registration or any other action by Foreside with respect to that foreign jurisdiction. (iv) Foreside reserves the right to restrict or prohibit any offering in a Foreign Jurisdiction as Foreside reasonably deems necessary, in consultation with the Fund, to comply with applicable lawForeside’s sole discretion. (v) The Fund represents that it has in place policies and procedures to comply with the laws, rules and regulations of any Foreign Jurisdiction governing private offerings of the Fund.

Compliance with Applicable Securities Laws. (a) With respect to their respective activities under this Agreement, Foreside Placement Agent and the Fund each agree that it will comply with the applicable requirements of (i) the Act (including Regulation D), (ii) the 1940 Act, (iii) the Securities Exchange Act of 1934, as amended (the “1934 Act”) (including all regulations, rules and releases under all such statutes), (iv) the Blue Sky Laws of the state or jurisdiction in which such sale is made and (v) with respect to ForesidePlacement Agent, with all applicable rules and regulations of FINRA. In connection with the foregoing, Foreside Placement Agent agrees to comply with such procedures as may be necessary in order that no act or omission to act by Foreside Placement Agent in connection with the Fund’s offering of Units shall cause to become unavailable the exemption from registration of the Units under the Act provided by Section 4(2) thereof and Rule 506 of Regulation D thereunder. Neither Foreside nor its registered representatives will Placement Agent acknowledges and agrees that it is not authorized to give any information or make any representation other than those contained in (i) the Offering Memorandum or (ii) any sales literature, performance reports, financial statements and other written materials provided by or on behalf of the Fund in connection with the placement of Units (all such materials except the Offering Memorandum being collectively referred to as “Related Offering Materials”). (b) Units in the Fund will be offered on a private placement basis to Eligible Investors only. Neither the Fund nor any person acting on its behalf, shall offer or sell Units by any form of general solicitation or general advertising, including, without limitation, the methods described in Rule 502(c) of Regulation D under the Act. (c) The Fund shall prepare the Offering Memorandum and the application for Units to be used in connection with all subscriptions (the “Subscription Application”). During the continuous offering, the Fund will deliver to the Placement Agent, without charge, at its principal place of business, as many copies of the foregoing documents as the Placement Agent may reasonably request. (d) The Fund shall extend to prospective investors an opportunity, prior to purchase of any Units, to ask questions and receive answers concerning the Fund and the terms and conditions of the offering, and to obtain such additional information as the prospective investor may consider necessary in making an informed investment decision. (e) The Placement Agent may rely upon advice given by the Fund and the Fund’s counsel, from time to time, as to the legality of, and any restrictions placed on, the offer or sale of Units in jurisdictions where Units are or may be offered. Subject to the foregoing and other provisions of this Agreement, the Placement Agent is responsible for complying with all applicable U.S. federal and state laws, rules and regulations directly applicable to the Placement Agent in offering and selling Units in any U.S. jurisdictionconnection with its services hereunder, including applicable rules of the FINRA. (f) The Fund agrees that no Units shall be offered in any jurisdiction outside of the United States (a “Foreign Jurisdiction”) unless (i) The Fund obtains prior written approval from ForesidePlacement Agent. (ii) The Fund notifies Foreside Placement Agent in writing of any contemplated offering in a Foreign Jurisdiction, in each case setting forth the following information: (A) name of the Fund; (B) the applicable Foreign Jurisdiction; (C) whether, and, if so, with which regulatory authorities the Fund may need to be registered; (D) to whom Units in the Fund are proposed to be offered; (E) the location(s) from which the offering activities are proposed to be conducted and the scope of such activities; (FE) whether the Fund will be offered or sold to investors or intended investors through agents that are licensed to do the same in the applicable Foreign Jurisdiction; and (GF) such other information, including legal analysis, as Foreside Placement Agent may reasonably deem relevant. (iii) The Fund shall certify to Foreside Placement Agent that, based on the activity of registered representatives employed by the Investment Adviser in the applicable foreign jurisdiction, the Fund has taken all necessary action to comply with the laws and regulations of such foreign jurisdiction (“Foreign Laws and Regulations”) to offer and sell its Units in the applicable foreign jurisdiction including registration of such Units, if required. The Fund must also provide Foreside Placement Agent with written confirmation from outside counsel stating that, provided that Fund has complied with the applicable Foreign Laws and Regulations, such Foreign Laws and Regulations do not require registration or any other action by Foreside Placement Agent with respect to that foreign jurisdiction. (iv) Foreside Placement Agent reserves the right to restrict or prohibit any offering in a Foreign Jurisdiction as Foreside Placement Agent reasonably deems necessary, in consultation with the Fund, to comply with applicable law. (v) The Fund represents and Investment Adviser represent that it has they have in place policies and procedures to comply with the laws, rules and regulations of any Foreign Jurisdiction governing private offerings of the Fund.

Compliance with Applicable Securities Laws. (a) With respect to their respective activities under this Agreement, Foreside and the Fund each agree that it will comply with the applicable requirements of (i) the Act (including Regulation D), (ii) the 1940 Act, (iii) the Securities Exchange Act of 1934, as amended (the “1934 Act”) (including all regulations, rules and releases under all such statutes), (iv) the Blue Sky Laws of the state or jurisdiction in which such any offer or sale is made and (v) with respect to Foreside, with all applicable rules and regulations of FINRA. In connection with the foregoing, Foreside agrees to comply with such procedures as may be necessary in order that no act or omission to act by Foreside in connection with the Fund’s offering of Units shall cause to become unavailable the exemption from registration of the Units under the Act provided by Section 4(2) thereof and Rule 506 of Regulation D thereunder. Neither Foreside nor its registered representatives will give any information or make any representation other than those contained in (i) the Offering Memorandum or (ii) any sales literature, performance reports, financial statements and other written materials provided by or on behalf of the Fund in connection with the placement of Units (all such materials except the Offering Memorandum being collectively referred to as “Related Offering Materials”). (b) Units in the Fund will be offered on a private placement basis to Eligible Investors only. Neither the Fund nor any person acting on its behalf, shall offer or sell Units by any form of general solicitation or general advertising, including, without limitation, the methods described in Rule 502(c) of Regulation D under the Act. (c) The Fund shall prepare the Offering Memorandum and the application for Units to be used in connection with all subscriptions (the “Subscription Application”). During the continuous offering, the Fund will deliver to the Placement Agent, without charge, at its principal place of business, as many copies of the foregoing documents Offering Memorandum as the Placement Agent may reasonably request. (d) The Fund shall extend to prospective investors an opportunity, prior to purchase of any Units, to ask questions and receive answers concerning the Fund and the terms and conditions of the offering, and to obtain such additional information as the prospective investor may consider necessary in making an informed investment decision. (e) The Placement Agent may rely upon advice given by the Fund and the Fund’s counsel, from time to time, as to the legality of, and any restrictions placed on, the offer or sale of Units in jurisdictions where Units are or may be offered. Subject to the foregoing and other provisions of this Agreement, the Placement Agent is responsible for complying with all applicable U.S. federal and state laws, rules and regulations directly applicable to the Placement Agent in offering and selling Units in any U.S. jurisdiction, including applicable rules of the FINRA. (f) The Fund agrees that no Units shall be offered in any jurisdiction outside of the United States (a “Foreign Jurisdiction”) unless: (i) The Fund obtains prior written approval from Foreside. (ii) The Fund notifies Foreside in writing of any contemplated offering in a Foreign Jurisdiction, in each case setting forth the following information: (A) name of the Fund; (B) the applicable Foreign Jurisdiction; (C) whether, and, if so, with which regulatory authorities the Fund may need to be registered; (D) to whom Units in the Fund are proposed to be offered; (E) the location(s) from which the offering activities are proposed to be conducted and the scope of such activities; (F) whether the Fund will be offered or sold to investors or intended investors through agents that are licensed to do the same in the applicable Foreign Jurisdiction; and (G) such other information, including legal analysis, as Foreside may reasonably deem relevant. (iii) The Fund shall certify to Foreside that, based on the activity of registered representatives employed by the Investment Adviser in the applicable foreign jurisdiction, the Fund has taken all necessary action to comply with the laws and regulations of such foreign jurisdiction (“Foreign Laws and Regulations”) to offer and sell its Units in the applicable foreign jurisdiction including registration of such Units, if required. The Fund must also provide Foreside with written confirmation from outside counsel stating that, provided that Fund has complied with the applicable Foreign Laws and Regulations, such Foreign Laws and Regulations do not require registration registration, or any other action action, by Foreside with respect to that foreign jurisdiction. (iv) Foreside reserves the right to restrict or prohibit any offering in a Foreign Jurisdiction as Foreside reasonably deems necessary, in consultation with the Fund, to comply with applicable law. (v) The Fund represents that it has in place policies and procedures to comply with the laws, rules and regulations of any Foreign Jurisdiction governing private offerings of the Fund.

Compliance with Applicable Securities Laws. (a) With respect to their respective activities under this Agreement, Foreside the Placement Agent and the Fund each agree that it will comply with the applicable requirements of (i) the 1933 Act (including Regulation D), (ii) the 1940 Act, (iii) the Securities Exchange Act of 1934, as amended (the “1934 Act”) (including all regulations, rules and releases under all such statutes), (iv) the Blue Sky Laws of the state or jurisdiction in which such sale is made and (v) with respect to Foresidethe Placement Agent, with all applicable rules and regulations of FINRA. In connection with the foregoing, Foreside the Placement Agent agrees to comply with such procedures as may be necessary in order that no act or omission to act by Foreside the Placement Agent in connection with the Fund’s offering of Units Shares shall cause to become unavailable the exemption from registration of the Units Shares under the 1933 Act provided by Section 4(24(a)(2) thereof and Rule 506 of Regulation D thereunder. Neither Foreside the Placement Agent nor its registered representatives will give any information or make any representation other than those contained in (i) the Offering Memorandum or (ii) any sales literature, performance reports, financial statements and other written materials provided by or on behalf of the Fund in connection with the placement of Units Shares (all such materials except the Offering Memorandum being collectively referred to as “Related Offering Materials”). (b) Units Shares in the Fund will be offered on a private placement basis to Eligible Investors only. Neither the Fund nor any person acting on its behalf, shall offer or sell Units Shares by any form of general solicitation or general advertising, including, without limitation, the methods described in Rule 502(c) of Regulation D under the 1933 Act. (c) The Fund shall prepare the Offering Memorandum and the application for Units Shares to be used in connection with all subscriptions (the “Subscription ApplicationAgreement”). During the continuous offering, the Fund will deliver to the Placement Agent, without charge, at its principal place of business, as many copies of the foregoing documents as the Placement Agent may reasonably request. (d) The Fund shall extend to prospective investors an opportunity, prior to purchase of any UnitsShares, to ask questions and receive answers concerning the Fund and the terms and conditions of the offering, and to obtain such additional information as the prospective investor may consider necessary in making an informed investment decision. (e) The Placement Agent may rely upon advice given by the Fund and the Fund’s counsel, from time to time, as to the legality of, and any restrictions placed on, the offer or sale of Units Shares in jurisdictions where Units Shares are or may be offered. Subject to the foregoing and other provisions of this Agreement, the Placement Agent is responsible for complying with all applicable U.S. federal and state laws, rules and regulations directly applicable to the Placement Agent in offering and selling Units Shares in any U.S. jurisdiction, including applicable rules of the FINRA. (f) The Fund agrees that no Units Shares shall be offered in any jurisdiction outside of the United States (a “Foreign Jurisdiction”) unless: (i) The Fund obtains prior written approval from Foresidethe Placement Agent. (ii) The Fund notifies Foreside the Placement Agent in writing of any contemplated offering in a Foreign Jurisdiction, in each case setting forth the following information: (A) name of the Fund; (B) the applicable Foreign Jurisdiction; (C) whether, and, if so, with which regulatory authorities the Fund may need to be registered; (D) to whom Units Shares in the Fund are proposed to be offered; (E) the location(s) from which the offering activities are proposed to be conducted and the scope of such activities; (F) whether the Fund will be offered or sold to investors or intended investors through agents that are licensed to do the same in the applicable Foreign Jurisdiction; and (G) such other information, including legal analysis, as Foreside the Placement Agent may reasonably deem relevant. (iii) The Fund shall certify to Foreside the Placement Agent that, based on the activity of registered representatives employed by the Investment Adviser in the applicable foreign jurisdiction, the Fund has taken all necessary action to comply with the laws and regulations of such foreign jurisdiction (“Foreign Laws and Regulations”) to offer and sell its Units Shares in the applicable foreign jurisdiction including registration of such UnitsShares, if required. The Fund must also provide Foreside the Placement Agent with written confirmation from outside counsel stating that, provided that Fund has complied with the applicable Foreign Laws and Regulations, such Foreign Laws and Regulations do not require registration or any other action by Foreside the Placement Agent with respect to that foreign jurisdiction. (iv) Foreside The Placement Agent reserves the right to restrict or prohibit any offering in a Foreign Jurisdiction as Foreside the Placement Agent reasonably deems necessary, in consultation with the Fund, to comply with applicable law. (v) The Fund represents that it has in place policies and procedures to comply with the laws, rules and regulations of any Foreign Jurisdiction governing private offerings of the Fund.

Compliance with Applicable Securities Laws. (a) With respect to In connection with their respective activities under this Agreement, Foreside Distributor and the Fund each agree that it will comply with the applicable requirements of (i) the Act (including Regulation D, for so long as the Fund is not offered publicly), (ii) the 1940 Act, (iii) the Securities Exchange Act of 1934, as amended (the “1934 Act”) (including all regulations, rules and releases under all such statutes), (iv) the Blue Sky Laws of the state or jurisdiction in which such sale is made made, and (v) with respect to ForesideDistributor, with all applicable rules and regulations of FINRA. In connection The Distributor shall require the applicable Foreign Affiliate to agree that all OUS Activities shall duly conform in all respects with the foregoing, Foreside agrees to comply with such procedures as may be necessary in order that no act or omission to act by Foreside in connection with the Fund’s offering of Units shall cause to become unavailable the exemption from registration laws of the Units under the Act provided by Section 4(2applicable country in which sales of such Shares are accepted. (b) thereof Distributor acknowledges and Rule 506 of Regulation D thereunder. Neither Foreside nor its registered representatives will agrees that it is not authorized to give any information or make any representation other than those contained in (i) the Offering Memorandum or (ii) any sales literature, performance reports, financial statements and other written materials provided by or on behalf of the Fund in connection with the placement sale of Units Shares (all such materials except the Offering Memorandum being collectively referred to as “Related Offering Materials”). (b) Units in the Fund will be offered on a private placement basis to Eligible Investors only. Neither the Fund nor any person acting on its behalf, shall offer or sell Units by any form of general solicitation or general advertising, including, without limitation, the methods described in Rule 502(c) of Regulation D under the Act. (c) The Fund shall prepare the Offering Memorandum and the application for Units Shares to be used in connection with all subscriptions (the “Subscription Application”). During the continuous offering, the Fund will deliver to the Placement AgentDistributor, without charge, at its principal place of business, as many copies of the foregoing documents as the Placement Agent Distributor may reasonably request. (d) The Fund shall extend to prospective investors an opportunity, prior to purchase of any UnitsShares, to ask questions and receive answers concerning the Fund and the terms and conditions of the offering, and to obtain such additional information as the prospective investor may consider necessary in making an informed investment decision. (e) The Placement Agent Distributor may rely upon advice given by the Fund and the Fund’s counsel, from time to time, as to the legality of, and any restrictions placed on, the offer or sale of Units Shares in jurisdictions where Units Shares are or may be offered. Subject to the foregoing and other provisions of this Agreement, the Placement Agent Distributor is responsible for complying with all applicable U.S. federal and state laws, rules and regulations directly applicable to the Placement Agent Distributor in offering and selling Units in any U.S. jurisdictionconnection with its services hereunder, including applicable rules of the FINRA. (f) The Fund agrees that no Units shall be offered in any jurisdiction outside of the United States (a “Foreign Jurisdiction”) unless (i) The Fund obtains prior written approval from Foreside. (ii) The Fund notifies Foreside in writing of any contemplated offering in a Foreign Jurisdiction, in each case setting forth the following information: (A) name of the Fund; (B) the applicable Foreign Jurisdiction; (C) whether, and, if so, with which regulatory authorities the Fund may need to be registered; (D) to whom Units in the Fund are proposed to be offered; (E) the location(s) from which the offering activities are proposed to be conducted and the scope of such activities; (F) whether the Fund will be offered or sold to investors or intended investors through agents that are licensed to do the same in the applicable Foreign Jurisdiction; and (G) such other information, including legal analysis, as Foreside may reasonably deem relevant. (iii) The Fund shall certify to Foreside that, based on the activity of registered representatives employed by the Investment Adviser in the applicable foreign jurisdiction, the Fund has taken all necessary action to comply with the laws and regulations of such foreign jurisdiction (“Foreign Laws and Regulations”) to offer and sell its Units in the applicable foreign jurisdiction including registration of such Units, if required. The Fund must also provide Foreside with written confirmation from outside counsel stating that, provided that Fund has complied with the applicable Foreign Laws and Regulations, such Foreign Laws and Regulations do not require registration or any other action by Foreside with respect to that foreign jurisdiction. (iv) Foreside reserves the right to restrict or prohibit any offering in a Foreign Jurisdiction as Foreside reasonably deems necessary, in consultation with the Fund, to comply with applicable law. (v) The Fund represents that it has in place policies and procedures to comply with the laws, rules and regulations of any Foreign Jurisdiction governing private offerings of the Fund.

Compliance with Applicable Securities Laws. (a) With respect to their respective activities under this Agreement, Foreside Placement Agent and the Fund each agree that it will comply with the applicable requirements of (i) the Act (including Regulation D), (ii) the 1940 Act, (iii) the Securities Exchange Act of 1934, as amended (the “1934 Act”) (including all regulations, rules and releases under all such statutes), (iv) the Blue Sky Laws of the state or jurisdiction in which such sale is made and (v) with respect to ForesidePlacement Agent, with all applicable rules and regulations of FINRA. In connection with the foregoing, Foreside Placement Agent agrees to comply with such procedures as may be necessary in order that no act or omission to act by Foreside Placement Agent in connection with the Fund’s offering of Units Shares shall cause to become unavailable the exemption from registration of the Units Shares under the Act provided by Section 4(2) thereof and Rule 506 of Regulation D thereunder. Neither Foreside nor its registered representatives will Placement Agent acknowledges and agrees that it is not authorized to give any information or make any representation other than those contained in (i) the Offering Memorandum N-2 or (ii) any sales literature, performance reports, financial statements and other written materials provided by or on behalf of the Fund in connection with the placement of Units Shares (all such materials except the Offering Memorandum N-2 being collectively referred to as “Related Offering Materials”). (b) Units Shares in the Fund will be offered on a private placement basis to Eligible Investors only. Neither the Fund nor any person acting on its behalf, shall offer or sell Units Shares by any form of general solicitation or general advertising, including, without limitation, the methods described in Rule 502(c) of Regulation D under the Act. (c) The Fund shall prepare the Offering Memorandum N-2 and the application for Units Shares to be used in connection with all subscriptions (the “Subscription Application”). During the continuous offering, the Fund will deliver to the Placement Agent, without charge, at its principal place of business, as many copies of the foregoing documents as the Placement Agent may reasonably request. (d) The Fund Fund, either through the transfer agent or a sub-placement agent, as applicable, shall extend to prospective investors an opportunity, prior to purchase of any UnitsShares, to ask questions and receive answers concerning the Fund and the terms and conditions of the offering, and to obtain such additional information as the prospective investor may consider necessary in making an informed investment decision. (e) The Placement Agent may rely upon advice given by the Fund and the Fund’s counsel, from time to time, as to the legality of, and any restrictions placed on, the offer or sale of Units Shares in jurisdictions where Units Shares are or may be offered. Subject to the foregoing and other provisions of this Agreement, the Placement Agent is responsible for complying with all applicable U.S. federal and state laws, rules and regulations directly applicable to the Placement Agent in offering and selling Units in any U.S. jurisdictionconnection with its services hereunder, including applicable rules of FINRA. For the FINRAavoidance of doubt, the Fund acknowledges and agrees that Placement Agent does not and will not have direct contact with any investors in the Fund and therefore has no obligation, other than as set forth in Section 1(k) hereof, with respect to verifying that investors in the Fund are Accredited Investors. (f) The Fund agrees that no Units Shares shall be offered in any jurisdiction outside of the United States (a “Foreign Jurisdiction”) unless (i) The Fund obtains prior written approval from ForesidePlacement Agent. (ii) The Fund notifies Foreside Placement Agent in writing of any contemplated offering in a Foreign Jurisdiction, in each case setting forth the following information: (A) name of the Fund; (B) the applicable Foreign Jurisdiction; (C) whether, and, if so, with which regulatory authorities the Fund may need to be registered; (D) to whom Units in the Fund are proposed to be offered; (E) the location(s) from which the offering activities are proposed to be conducted and the scope of such activities; (FE) whether the Fund will be offered or sold to investors or intended investors through agents that are licensed to do the same in the applicable Foreign Jurisdiction; and (GF) such other information, including legal analysis, as Foreside Placement Agent may reasonably deem relevant. (iii) The Fund shall certify to Foreside Placement Agent that, based on the activity of registered representatives employed by the Investment Adviser in the applicable foreign jurisdiction, the Fund has taken all necessary action to comply with the laws and regulations of such foreign jurisdiction (“Foreign Laws and Regulations”) to offer and sell its Units Shares in the applicable foreign jurisdiction including registration of such UnitsShares, if required. The Fund must also provide Foreside Placement Agent with written confirmation from outside counsel stating that, provided that Fund has complied with the applicable Foreign Laws and Regulations, such Foreign Laws and Regulations do not require registration or any other action by Foreside Placement Agent with respect to that foreign jurisdiction. (iv) Foreside Placement Agent reserves the right to restrict or prohibit any offering in a Foreign Jurisdiction as Foreside Placement Agent reasonably deems necessary, in consultation with the Fund, to comply with applicable law. (v) The Fund represents and Investment Adviser represent that it has they have in place, or will have in place in advance of selling in a particular jurisdiction, policies and procedures designed to comply with the laws, rules and regulations of any Foreign Jurisdiction governing private offerings of the Fund.

Compliance with Applicable Securities Laws. (a) With respect to their respective activities under this Agreement, Foreside and the Fund each agree that it will comply with the applicable requirements of (i) the Act (including Regulation D), (ii) the 1940 Act, (iii) the Securities Exchange Act of 1934, as amended (the “1934 Act”) (including all regulations, rules and releases under all such statutes), (iv) the Blue Sky Laws of the state or jurisdiction in which such sale is made and (v) with respect to Foreside, with all applicable rules and regulations of FINRA. In connection with the foregoing, Foreside Fxxxxxxx agrees to comply with such procedures as may be necessary in order that no act or omission to act by Foreside in connection with the Fund’s offering of Units shall cause to become unavailable the exemption from registration of the Units under the Act provided by Section 4(24(a)(2) thereof and Rule 506 of Regulation D thereunder. Neither Foreside nor its registered representatives will give any information or make any representation other than those contained in (i) the Offering Memorandum or (ii) any sales literature, performance reports, financial statements and other written materials provided by or on behalf of the Fund in connection with the placement of Units (all such materials except the Offering Memorandum being collectively referred to as “Related Offering Materials”). (b) Units in the Fund will be offered on a private placement basis to Eligible Investors only. Neither the Fund nor any person acting on its behalf, shall offer or sell Units by any form of general solicitation or general advertising, including, without limitation, the methods described in Rule 502(c) of Regulation D under the Act. (c) The Fund shall prepare the Offering Memorandum and the application for Units to be used in connection with all subscriptions (the “Subscription ApplicationAgreement”). During the continuous offering, the Fund will deliver to the Placement Agent, without charge, at its principal place of business, as many copies of the foregoing documents as the Placement Agent may reasonably request. (d) The Fund shall extend to prospective investors an opportunity, prior to purchase of any Units, to ask questions and receive answers concerning the Fund and the terms and conditions of the offering, and to obtain such additional information as the prospective investor may consider necessary in making an informed investment decision. (e) The Placement Agent may rely upon advice given by the Fund and the Fund’s counsel, from time to time, as to the legality of, and any restrictions placed on, the offer or sale of Units in jurisdictions where Units are or may be offered. Subject to the foregoing and other provisions of this Agreement, the Placement Agent is responsible for complying with all applicable U.S. federal and state laws, rules and regulations directly applicable to the Placement Agent in offering and selling Units in any U.S. jurisdiction, including applicable rules of the FINRA. (f) The Fund agrees that no Units shall be offered in any jurisdiction outside of the United States (a “Foreign Jurisdiction”) unless: (i) The Fund obtains prior written approval from Foreside. (ii) The Fund notifies Foreside in writing of any contemplated offering in a Foreign Jurisdiction, in each case setting forth the following information: (A) name of the Fund; (B) the applicable Foreign Jurisdiction; (C) whether, and, if so, with which regulatory authorities the Fund may need to be registered; (D) to whom Units in the Fund are proposed to be offered; (E) the location(s) from which the offering activities are proposed to be conducted and the scope of such activities; (F) whether the Fund will be offered or sold to investors or intended investors through agents that are licensed to do the same in the applicable Foreign Jurisdiction; and (G) such other information, including legal analysis, as Foreside may reasonably deem relevant. (iii) The Fund shall certify to Foreside that, based on the activity of registered representatives employed by the Investment Adviser in the applicable foreign jurisdiction, the Fund has taken all necessary action to comply with the laws and regulations of such foreign jurisdiction (“Foreign Laws and Regulations”) to offer and sell its Units in the applicable foreign jurisdiction including registration of such Units, if required. The Fund must also provide Foreside with written confirmation from outside counsel stating that, provided that Fund has complied with the applicable Foreign Laws and Regulations, such Foreign Laws and Regulations do not require registration or any other action by Foreside with respect to that foreign jurisdiction. (iv) Foreside reserves the right to restrict or prohibit any offering in a Foreign Jurisdiction as Foreside reasonably deems necessary, in consultation with the Fund, to comply with applicable law. (v) The Fund represents that it has in place policies and procedures to comply with the laws, rules and regulations of any Foreign Jurisdiction governing private offerings of the Fund.

Compliance with Applicable Securities Laws. (a) With respect to their respective activities under this Agreement, Foreside Placement Agent and the Fund each agree that it will comply with the applicable requirements of (i) the Act (including Regulation D), (ii) the 1940 Act, (iii) the Securities Exchange Act of 1934, as amended (the “1934 Act”) (including all regulations, rules and releases under all such statutes), (iv) the Blue Sky Laws of the state or jurisdiction in which such any offer or sale is made and (v) with respect to ForesidePlacement Agent, with all applicable rules and regulations of FINRA. In connection with the foregoing, Foreside Placement Agent agrees to comply with such procedures as may be necessary in order that no act or omission to act by Foreside Placement Agent in connection with the Fund’s offering of Units shall cause to become unavailable the exemption from registration of the Units under the Act provided by Section 4(2) thereof and Rule 506 of Regulation D thereunder. Neither Foreside nor its registered representatives will Placement Agent acknowledges and agrees that it is not authorized to give any information or make any representation other than those contained in (i) the Offering Memorandum or (ii) any sales literature, performance reports, financial statements and other written materials provided by or on behalf of the Fund in connection with the placement of Units (all such materials except the Offering Memorandum being collectively referred to as “Related Offering Materials”). (b) Units in the Fund will be offered on a private placement basis to Eligible Investors only. Neither the Fund nor any person acting on its behalf, shall offer or sell Units by any form of general solicitation or general advertising, including, without limitation, the methods described in Rule 502(c) of Regulation D under the Act, provided that should general solicitations and/or general advertising be permitted by applicable law and SEC regulations, the Fund or any person acting on its behalf may be permitted to conduct such solicitations or advertising in accordance with such laws and regulations. (c) The Fund shall prepare the Offering Memorandum and the application for Units to be used in connection with all subscriptions (the “Subscription Application”). During the continuous offering, the Fund will deliver to the Placement Agent, without charge, at its principal place of business, as many copies of the foregoing documents as the Placement Agent may reasonably request. (d) The Fund shall extend to prospective investors an opportunity, prior to purchase of any Units, to ask questions and receive answers concerning the Fund and the terms and conditions of the offering, and to obtain such additional information as the prospective investor may consider necessary in making an informed investment decision. (e) The Placement Agent may rely upon advice given by the Fund and the Fund’s counsel, from time to time, as to the legality of, and any restrictions placed on, the offer or sale of Units in jurisdictions where Units are or may be offered. Subject to the foregoing and other provisions of this Agreement, the Placement Agent is responsible for complying with all applicable U.S. federal and state laws, rules and regulations directly applicable to the Placement Agent in offering and selling Units in any U.S. jurisdictionconnection with its services hereunder, including applicable rules of the FINRA. (f) The Fund agrees that no Placement Agent shall not be obligated to support the sale of any Units shall be offered in any jurisdiction outside of the United States (a “Foreign Jurisdiction”) unless (i) The Fund obtains prior written approval from ForesidePlacement Agent. (ii) The Fund notifies Foreside Placement Agent in writing of any contemplated offering in a Foreign Jurisdiction, in each case setting forth the following information: (A) name of the Fund; (B) the applicable Foreign Jurisdiction; (C) whether, and, if so, with which regulatory authorities the Fund may need to be registered; (D) to whom Units in the Fund are proposed to be offered; (E) the location(s) from which the offering activities are proposed to be conducted and the scope of such activities; (FE) whether the Fund will be offered or sold to investors or intended investors through agents that are licensed to do the same in the applicable Foreign Jurisdiction; and (GF) such other information, including legal analysis, as Foreside Placement Agent may reasonably deem relevant. (iii) The Fund shall certify to Foreside Placement Agent that, based on the activity of registered representatives employed by the Investment Adviser in the applicable foreign jurisdiction, the Fund has taken all necessary action to comply with the laws and regulations of such foreign jurisdiction (“Foreign Laws and Regulations”) to offer and sell its Units in the applicable foreign jurisdiction including registration of such Units, if required. The Fund must also provide Foreside Placement Agent with written confirmation from outside counsel stating that, provided that Fund has complied with the applicable Foreign Laws and Regulations, such Foreign Laws and Regulations do not require registration or any other action by Foreside Placement Agent with respect to that foreign jurisdiction. (iv) Foreside Placement Agent reserves the right to restrict or prohibit any offering in a Foreign Jurisdiction as Foreside Placement Agent reasonably deems necessary, in consultation with the Fund, to comply with applicable law. (v) The Fund represents that it has in place policies and procedures to comply with the laws, rules and regulations of any Foreign Jurisdiction governing private offerings of the Fund.

Compliance with Applicable Securities Laws. (a) With respect to their respective activities under this Agreement, Foreside Placement Agent and the Fund each agree that it will comply with the applicable requirements of (i) the Act (including Regulation D), (ii) the 1940 Act, (iii) the Securities Exchange Act of 1934, as amended (the “1934 Act”) (including all regulations, rules and releases under all such statutes), (iv) the Blue Sky Laws of the state or jurisdiction in which such sale is made and (v) with respect to ForesidePlacement Agent, with all applicable rules and regulations of FINRA. In connection with the foregoing, Foreside Placement Agent agrees to comply with such procedures as may be necessary in order that no act or omission to act by Foreside Placement Agent in connection with the Fund’s offering of Units shall cause to become unavailable the exemption from registration of the Units under the Act provided by Section 4(24(a)(2) thereof and Rule 506 of Regulation D thereunder. Neither Foreside nor its registered representatives will Placement Agent acknowledges and agrees that it is not authorized to give any information or make any representation other than those contained in (i) the Offering Memorandum or (ii) any sales literature, performance reports, financial statements and other written materials provided by or on behalf of the Fund in connection with the placement of Units (all such materials except the Offering Memorandum being collectively referred to as “Related Offering Materials”). (b) Units in the Fund will be offered on a private placement basis to Eligible Investors only. Neither the Fund nor any person acting on its behalf, shall offer or sell Units by any form of general solicitation or general advertising, including, without limitation, the methods described in Rule 502(c) of Regulation D under the Act. (c) The Fund shall prepare the Offering Memorandum and the application for Units to be used in connection with all subscriptions (the “Subscription ApplicationAgreement”). During the continuous offering, the Fund will deliver to the Placement Agent, without charge, at its principal place of business, as many copies of the foregoing documents as the Placement Agent may reasonably request. (d) The Fund shall extend to prospective investors an opportunity, prior to purchase of any Units, to ask questions and receive answers concerning the Fund and the terms and conditions of the offering, and to obtain such additional information as the prospective investor may consider necessary in making an informed investment decision. (e) The Placement Agent may rely upon advice given by the Fund and the Fund’s counsel, from time to time, as to the legality of, and any restrictions placed on, the offer or sale of Units in jurisdictions where Units are or may be offered. Subject to the foregoing and other provisions of this Agreement, the Placement Agent is responsible for complying with all applicable U.S. federal and state laws, rules and regulations directly applicable to the Placement Agent in offering and selling Units in any U.S. jurisdictionconnection with its services hereunder, including applicable rules of the FINRA. (f) The Fund agrees that no Units shall be offered in any jurisdiction outside of the United States (a “Foreign Jurisdiction”) unless (i) The Fund obtains prior written approval from ForesidePlacement Agent. (ii) The Fund notifies Foreside Placement Agent in writing of any contemplated offering in a Foreign Jurisdiction, in each case setting forth the following information: (A) name of the Fund; (B) the applicable Foreign Jurisdiction; (C) whether, and, if so, with which regulatory authorities the Fund may need to be registered; (D) to whom Units in the Fund are proposed to be offered; (E) the location(s) from which the offering activities are proposed to be conducted and the scope of such activities; (FE) whether the Fund will be offered or sold to investors or intended investors through agents that are licensed to do the same in the applicable Foreign Jurisdiction; and (GF) such other information, including legal analysis, as Foreside Placement Agent may reasonably deem relevant. (iii) The Fund shall certify to Foreside Placement Agent that, based on the activity of registered representatives employed by the Investment Adviser in the applicable foreign jurisdiction, the Fund has taken all necessary action to comply with the laws and regulations of such foreign jurisdiction (“Foreign Laws and Regulations”) to offer and sell its Units in the applicable foreign jurisdiction including registration of such Units, if required. The Fund must also provide Foreside Placement Agent with written confirmation from outside counsel stating that, provided that Fund has complied with the applicable Foreign Laws and Regulations, such Foreign Laws and Regulations do not require registration or any other action by Foreside Placement Agent with respect to that foreign jurisdiction. (iv) Foreside Placement Agent reserves the right to restrict or prohibit any offering in a Foreign Jurisdiction as Foreside Placement Agent reasonably deems necessary, in consultation with the Fund, to comply with applicable law. (v) The Fund represents that it has in place policies and procedures to comply with the laws, rules and regulations of any Foreign Jurisdiction governing private offerings of the Fund.

Compliance with Applicable Securities Laws. (a) With respect to their respective activities under this Agreement, Foreside Placement Agent and the Fund each agree that it will comply with the applicable requirements of (i) the Act (including Regulation D), (ii) the 1940 Act, (iii) the Securities Exchange Act of 1934, as amended (the “1934 Act”) (including all regulations, rules and releases under all such statutes), (iv) the Blue Sky Laws of the state or jurisdiction in which such sale is made and (v) with respect to ForesidePlacement Agent, with all applicable rules and regulations of FINRA. In connection with the foregoing, Foreside Placement Agent agrees to comply with such procedures as may be necessary in order that no act or omission to act by Foreside Placement Agent in connection with the Fund’s offering of Units Shares shall cause to become unavailable the exemption from registration of the Units Shares under the Act provided by Section 4(2) thereof and Rule 506 of Regulation D thereunder. Neither Foreside nor its registered representatives will Placement Agent acknowledges and agrees that it is not authorized to give any information or make any representation other than those contained in (i) the Offering Memorandum or (ii) any sales literature, performance reports, financial statements and other written materials provided by or on behalf of the Fund in connection with the placement of Units Shares (all such materials except the Offering Memorandum being collectively referred to as “Related Offering Materials”). (b) Units Shares in the Fund will be offered on a private placement basis to Eligible Investors only. Neither the Fund nor any person acting on its behalf, shall offer or sell Units by any form of general solicitation or general advertising, including, without limitation, the methods described in Rule 502(c) of Regulation D under the Act. (c) The Fund shall prepare the Offering Memorandum and the application for Units Shares to be used in connection with all subscriptions (the “Subscription Application”). During the continuous offering, the Fund will deliver to the Placement Agent, without charge, at its principal place of business, as many copies of the foregoing documents as the Placement Agent may reasonably request. (d) The Fund shall extend to prospective investors an opportunity, prior to purchase of any UnitsShares, to ask questions and receive answers concerning the Fund and the terms and conditions of the offering, and to obtain such additional information as the prospective investor may consider necessary in making an informed investment decision. (e) The Placement Agent may rely upon advice given by the Fund and the Fund’s counsel, from time to time, as to the legality of, and any restrictions placed on, the offer or sale of Units Shares in jurisdictions where Units Shares are or may be offered. Subject to the foregoing and other provisions of this Agreement, the Placement Agent is responsible for complying with all applicable U.S. federal and state laws, rules and regulations directly applicable to the Placement Agent in offering and selling Units in any U.S. jurisdictionconnection with its services hereunder, including applicable rules of the FINRA. (f) The Fund agrees that no Units Shares shall be offered in any jurisdiction outside of the United States (a “Foreign Jurisdiction”) unless (i) The Fund obtains prior written approval from ForesidePlacement Agent. (ii) The Fund notifies Foreside Placement Agent in writing of any contemplated offering in a Foreign Jurisdiction, in each case setting forth the following information: (A) name of the Fund; (B) the applicable Foreign Jurisdiction; (C) whether, and, if so, with which regulatory authorities the Fund may need to be registered; (D) to whom Units in the Fund are proposed to be offered; (E) the location(s) from which the offering activities are proposed to be conducted and the scope of such activities; (FE) whether the Fund will be offered or sold to investors or intended investors through agents that are licensed to do the same in the applicable Foreign Jurisdiction; and (GF) such other information, including legal analysis, as Foreside Placement Agent may reasonably deem relevant. (iii) The Fund shall certify to Foreside Placement Agent that, based on the activity of registered representatives employed by the Investment Adviser in the applicable foreign jurisdiction, the Fund has taken all necessary action to comply with the laws and regulations of such foreign jurisdiction (“Foreign Laws and Regulations”) to offer and sell its Units Shares in the applicable foreign jurisdiction including registration of such UnitsShares, if required. The Fund must also provide Foreside Placement Agent with written confirmation from outside counsel stating that, provided that Fund has complied with the applicable Foreign Laws and Regulations, such Foreign Laws and Regulations do not require registration or any other action by Foreside Placement Agent with respect to that foreign jurisdiction. (iv) Foreside Placement Agent reserves the right to restrict or prohibit any offering in a Foreign Jurisdiction as Foreside Placement Agent reasonably deems necessary, in consultation with the Fund, to comply with applicable law. (v) The Fund represents and Investment Adviser represent that it has they have in place policies and procedures to comply with the laws, rules and regulations of any Foreign Jurisdiction governing private offerings of the Fund.

Compliance with Applicable Securities Laws. (a) With respect to their respective activities under this Agreement, Foreside Placement Agent and the Fund each agree that it will comply with the applicable requirements of (i) the 1933 Act (including Regulation D), (ii) the 1940 Act, (iii) the Securities Exchange 1934 Act of 1934, as amended (the “1934 Act”) (including all regulations, rules and releases under all such statutes), (iv) the Blue Sky Laws of the state or jurisdiction in which such sale is made made, and (v) with respect to ForesidePlacement Agent, with all applicable rules and regulations of FINRA. In connection with the foregoing, Foreside Placement Agent agrees to comply with such procedures as may be necessary in order that no act or omission to act by Foreside Placement Agent in connection with the Fund’s offering of Units shall cause to become unavailable the exemption from registration of the Units under the 1933 Act provided by Section 4(24(a)(2) thereof and Rule 506 of Regulation D the applicable exemption thereunder. Neither Foreside nor its registered representatives will . (b) Placement Agent acknowledges and agrees that it is not authorized to give any information or make any representation other than those contained in (i) the Offering Memorandum or (ii) any sales literature, performance reports, financial statements and other written materials provided by or on behalf of the Fund in connection with the placement of Units (all such materials except the Offering Memorandum being collectively referred to as “Related Offering Materials”). (bc) Units in the Fund will be offered on a private placement basis to investors that are “accredited investors” as that term is defined in Rule 501 of Regulation D under the Act and meet other eligibility standards set forth in the Offering Memorandum, as amended or supplemented from time to time (investors meeting all of the foregoing qualifications, “Eligible Investors Investors”) only. Neither the Fund nor any person acting on its behalf, shall offer or sell Units by any form of general solicitation or general advertising, including, without limitation, the methods described in Rule 502(c) of Regulation D under the Act. (cd) The Fund shall prepare the Offering Memorandum and the application for Units to be used in connection with all subscriptions (the “Subscription ApplicationAgreement”). During the continuous offering, the Fund will deliver to the Placement Agent, without charge, at its principal place of business, as many copies of the foregoing documents as the Placement Agent may reasonably request. (de) The Fund shall extend to prospective investors an opportunity, prior to purchase of any Units, to ask questions and receive answers concerning the Fund and the terms and conditions of the offering, and to obtain such additional information as the prospective investor may consider necessary in making an informed investment decision. (ef) The Placement Agent may rely upon advice given by the Fund and the Fund’s counsel, from time to time, as to the legality of, and any restrictions placed on, the offer or sale of Units in jurisdictions where Units are or may be offered. Subject to the foregoing and other provisions of this Agreement, the Placement Agent is responsible for complying with all applicable U.S. federal and state laws, rules and regulations directly applicable to the Placement Agent in offering and selling Units in any U.S. jurisdictionconnection with its services hereunder, including applicable rules of the FINRA. (fg) The Fund agrees that no Units shall be offered in any jurisdiction outside of the United States (a “Foreign Jurisdiction”) unless: (i) The Fund obtains prior written approval from ForesidePlacement Agent. (ii) The Fund notifies Foreside Placement Agent in writing of any contemplated offering in a Foreign Jurisdiction, in each case setting forth the following information: (A) name of the Fund; (B) the applicable Foreign Jurisdiction; (C) whether, and, if so, with which regulatory authorities the Fund may need to be registered; (D) to whom Units in the Fund are proposed to be offered; (E) the location(s) from which the offering activities are proposed to be conducted and the scope of such activities; (FE) whether the Fund will be offered or sold to investors or intended investors through agents that are licensed to do the same in the applicable Foreign Jurisdiction; and (GF) such other information, including legal analysis, as Foreside Placement Agent may reasonably deem relevant. (iii) The Fund shall certify to Foreside Placement Agent that, based on the activity of registered representatives employed by the Investment Adviser in the applicable foreign jurisdiction, the Fund has taken all necessary action to comply with the laws and regulations of such foreign jurisdiction (“Foreign Laws and Regulations”) to offer and sell its Units in the applicable foreign jurisdiction including registration of such Units, if required. The Fund must also provide Foreside Placement Agent with written confirmation from outside counsel stating that, provided that Fund has complied with the applicable Foreign Laws and Regulations, such Foreign Laws and Regulations do not require registration or any other action by Foreside Placement Agent with respect to that foreign jurisdiction. (iv) Foreside Placement Agent reserves the right to restrict or prohibit any offering in a Foreign Jurisdiction as Foreside Placement Agent reasonably deems necessary, in consultation with the Fund, to comply with applicable law. (v) The Fund represents that it has in place policies and procedures to comply with the laws, rules and regulations of any Foreign Jurisdiction governing private offerings of the Fund.

Compliance with Applicable Securities Laws. (a) With respect to their respective activities under this Agreement, Foreside Placement Agent and the Fund each agree that it will comply with the applicable requirements of (i) the Securities Act (including Regulation D), (ii) the 1940 Investment Company Act, (iii) the Securities Exchange Act of 1934, as amended (the “1934 Exchange Act”) (including all regulations, rules and releases under all such statutes), ) and (iv) the Blue Sky Laws of the state or jurisdiction in which such sale is made and (v) with respect to ForesidePlacement Agent, with all applicable rules and regulations of FINRA. In connection with the foregoing, Foreside Placement Agent agrees to comply with such procedures as may be necessary in order that no act or omission to act by Foreside Placement Agent in connection with the Fund’s offering of Units shares shall cause to become unavailable the exemption from registration of the Units shares under the Securities Act provided by Section 4(24(a)(2) thereof and Rule 506 of Regulation D thereunder. Neither Foreside nor its registered representatives will give any information or make any representation other than those contained in (i) the Offering Memorandum or (ii) any sales literature, performance reports, financial statements and other written materials provided by or on behalf of the Fund in connection with the placement of Units (all such materials except the Offering Memorandum being collectively referred to as “Related Offering Materials”). (b) Units Shares in the Fund will be offered on a private placement basis to Eligible Investors only. Neither the Fund nor any person acting on its behalf, shall offer or sell Units shares by any form of general solicitation or general advertising, including, without limitation, the methods described in Rule 502(c) of Regulation D under the Securities Act. (c) The Fund shall prepare the Offering Private Placement Memorandum and the application for Units the purchase of Shares to be used in connection with all subscriptions (the “Subscription ApplicationAgreement”). During the continuous offering, the Fund will deliver to the Placement Agent, without charge, at its principal place of business, as many copies of the foregoing documents as the Placement Agent may reasonably request. (d) The Fund shall extend to prospective investors an opportunity, prior to purchase of any Unitsshares, to ask questions and receive answers concerning the Fund and the terms and conditions of the offering, and to obtain such additional information as the prospective investor may consider necessary in making an informed investment decision. (e) The Placement Agent may rely upon advice given by the Fund and the Fund’s counsel, from time to time, as to the legality of, and any restrictions placed on, the offer or sale of Units Share in jurisdictions where Units Share are or may be offered. Subject to the foregoing and other provisions of this Agreement, the Placement Agent is responsible for complying with all applicable U.S. federal and state laws, rules and regulations directly applicable to the Placement Agent in offering and selling Units in any U.S. jurisdictionconnection with its services hereunder, including applicable rules of the FINRA. (f) The Fund agrees that no Units shall be offered in any jurisdiction outside of the United States (a “Foreign Jurisdiction”) unless (i) The Fund obtains prior written approval from Foreside. (ii) The Fund notifies Foreside in writing of any contemplated offering in a Foreign Jurisdiction, in each case setting forth the following information: (A) name of the Fund; (B) the applicable Foreign Jurisdiction; (C) whether, and, if so, with which regulatory authorities the Fund may need to be registered; (D) to whom Units in the Fund are proposed to be offered; (E) the location(s) from which the offering activities are proposed to be conducted and the scope of such activities; (F) whether the Fund will be offered or sold to investors or intended investors through agents that are licensed to do the same in the applicable Foreign Jurisdiction; and (G) such other information, including legal analysis, as Foreside may reasonably deem relevant. (iii) The Fund shall certify to Foreside that, based on the activity of registered representatives employed by the Investment Adviser in the applicable foreign jurisdiction, the Fund has taken all necessary action to comply with the laws and regulations of such foreign jurisdiction (“Foreign Laws and Regulations”) to offer and sell its Units in the applicable foreign jurisdiction including registration of such Units, if required. The Fund must also provide Foreside with written confirmation from outside counsel stating that, provided that Fund has complied with the applicable Foreign Laws and Regulations, such Foreign Laws and Regulations do not require registration or any other action by Foreside with respect to that foreign jurisdiction. (iv) Foreside reserves the right to restrict or prohibit any offering in a Foreign Jurisdiction as Foreside reasonably deems necessary, in consultation with the Fund, to comply with applicable law. (v) The Fund represents that it has in place policies and procedures to comply with the laws, rules and regulations of any Foreign Jurisdiction governing private offerings of the Fund.

Compliance with Applicable Securities Laws. (a) With respect to their respective activities under this Agreement, Foreside and the Fund each agree that it will comply with the applicable requirements of (i) the Act (including Regulation D), (ii) the 1940 Act, (iii) the Securities Exchange Act of 1934, as amended (the “1934 Act”) (including all regulations, rules and releases under all such statutes), (iv) the Blue Sky Laws of the state or jurisdiction in which such sale is made and (v) with respect to Foreside, with all applicable rules and regulations of FINRA. In connection with the foregoing, Foreside Xxxxxxxx agrees to comply with such procedures as may be necessary in order that no act or omission to act by Foreside in connection with the Fund’s offering of Units shall cause to become unavailable the exemption from registration of the Units under the Act provided by Section 4(24(a)(2) thereof and Rule 506 of Regulation D thereunder. Neither Foreside nor its registered representatives will give any information or make any representation other than those contained in (i) the Offering Memorandum or (ii) any sales literature, performance reports, financial statements and other written materials provided by or on behalf of the Fund in connection with the placement of Units (all such materials except the Offering Memorandum being collectively referred to as “Related Offering Materials”). (b) Units in the Fund will be offered on a private placement basis to Eligible Investors only. Neither the Fund nor any person acting on its behalf, shall offer or sell Units by any form of general solicitation or general advertising, including, without limitation, the methods described in Rule 502(c) of Regulation D under the Act. (c) The Fund shall prepare the Offering Memorandum and the application for Units to be used in connection with all subscriptions (the “Subscription ApplicationAgreement”). During the continuous offering, the Fund will deliver to the Placement Agent, without charge, at its principal place of business, as many copies of the foregoing documents as the Placement Agent may reasonably request. (d) The Fund shall extend to prospective investors an opportunity, prior to purchase of any Units, to ask questions and receive answers concerning the Fund and the terms and conditions of the offering, and to obtain such additional information as the prospective investor may consider necessary in making an informed investment decision. (e) The Placement Agent may rely upon advice given by the Fund and the Fund’s counsel, from time to time, as to the legality of, and any restrictions placed on, the offer or sale of Units in jurisdictions where Units are or may be offered. Subject to the foregoing and other provisions of this Agreement, the Placement Agent is responsible for complying with all applicable U.S. federal and state laws, rules and regulations directly applicable to the Placement Agent in offering and selling Units in any U.S. jurisdiction, including applicable rules of the FINRA. (f) The Fund agrees that no Units shall be offered in any jurisdiction outside of the United States (a “Foreign Jurisdiction”) unless: (i) The Fund obtains prior written approval from Foreside. (ii) The Fund notifies Foreside in writing of any contemplated offering in a Foreign Jurisdiction, in each case setting forth the following information: (A) name of the Fund; (B) the applicable Foreign Jurisdiction; (C) whether, and, if so, with which regulatory authorities the Fund may need to be registered; (D) to whom Units in the Fund are proposed to be offered; (E) the location(s) from which the offering activities are proposed to be conducted and the scope of such activities; (F) whether the Fund will be offered or sold to investors or intended investors through agents that are licensed to do the same in the applicable Foreign Jurisdiction; and (G) such other information, including legal analysis, as Foreside may reasonably deem relevant. (iii) The Fund shall certify to Foreside that, based on the activity of registered representatives employed by the Investment Adviser in the applicable foreign jurisdiction, the Fund has taken all necessary action to comply with the laws and regulations of such foreign jurisdiction (“Foreign Laws and Regulations”) to offer and sell its Units in the applicable foreign jurisdiction including registration of such Units, if required. The Fund must also provide Foreside with written confirmation from outside counsel stating that, provided that Fund has complied with the applicable Foreign Laws and Regulations, such Foreign Laws and Regulations do not require registration or any other action by Foreside with respect to that foreign jurisdiction. (iv) Foreside reserves the right to restrict or prohibit any offering in a Foreign Jurisdiction as Foreside reasonably deems necessary, in consultation with the Fund, to comply with applicable law. (v) The Fund represents that it has in place policies and procedures to comply with the laws, rules and regulations of any Foreign Jurisdiction governing private offerings of the Fund.

Compliance with Applicable Securities Laws. (aA) With respect to their respective activities under this Agreement, Foreside Placement Agent and the Fund each agree that it will comply with the applicable requirements of (i) the 1933 Act (including Regulation D), (ii) the 1940 Act, (iii) the Securities Exchange Act of 1934, as amended (the “1934 Act”) (including all regulations, rules and releases under all such statutes), (iv) the Blue Sky Laws of the state or jurisdiction in which such sale is made and (v) with respect to ForesidePlacement Agent, with all applicable rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”). In connection with the foregoing, Foreside Placement Agent agrees to comply with such procedures as may be necessary in order that no act or omission to act by Foreside Placement Agent in connection with the Fund’s offering of Units Shares shall cause to become unavailable the exemption from registration of the Units Shares under the 1933 Act provided by Section 4(2) thereof and Rule 506 of Regulation D thereunderto become unavailable. Neither Foreside nor its registered representatives will Placement Agent acknowledges and agrees that it is not authorized to give any information or make any representation other than those contained in (i) the Offering Memorandum Prospectus or (ii) any sales literature, performance reports, financial statements and other written materials provided by or on behalf of the Fund in connection with the placement of Units Shares (all such materials except the Offering Memorandum Prospectus being collectively referred to as “Related Offering Materials”). (bB) Units Shares in the Fund will be offered on a private placement basis to Eligible Investors only. Neither the Fund nor any person acting on its behalf, shall offer or sell Units Shares by any form of general solicitation or general advertising, including, without limitation, the methods described in Rule 502(c) of Regulation D under the Act. (cC) The Fund shall prepare the Offering Memorandum Prospectus and the application for Units Shares to be used in connection with all subscriptions (the “Subscription Application”). During the continuous offering, the Fund will deliver to the Placement Agent, without charge, at its principal place of business, as many copies of the foregoing documents as the Placement Agent may reasonably request. (dD) The Fund shall extend to prospective investors an opportunity, prior to purchase of any UnitsShares, to ask questions and receive answers concerning the Fund and the terms and conditions of the offering, and to obtain such additional information as the prospective investor may consider necessary in making an informed investment decision. (eE) The Placement Agent may rely upon advice given by the Fund and the Fund’s counsel, from time to time, as to the legality of, and any restrictions placed on, the offer or sale of Units Shares in jurisdictions where Units Shares are or may be offered. Subject to the foregoing and other provisions of this Agreement, the Placement Agent is responsible for complying with all applicable U.S. federal and state laws, rules and regulations directly applicable to the Placement Agent in offering and selling Units in any U.S. jurisdictionconnection with its services hereunder, including applicable rules of the FINRA. (fF) The Fund agrees that no Units Shares shall be offered in any jurisdiction outside of the United States (a “Foreign Jurisdiction”) unless: (i) The Fund obtains prior written approval from ForesidePlacement Agent. (ii) The Fund notifies Foreside Placement Agent in writing of any contemplated offering in a Foreign Jurisdiction, in each case setting forth the following information: (A) name of the Fund; (B) the applicable Foreign Jurisdiction; (C) whether, and, if so, with which regulatory authorities the Fund may need to be registered; (D) to whom Units in the Fund are proposed to be offered; (E) the location(s) from which the offering activities are proposed to be conducted and the scope of such activities; (FE) whether the Fund will be offered or sold to investors or intended investors through agents that are licensed to do the same in the applicable Foreign Jurisdiction; and (GF) such other information, including legal analysis, as Foreside Placement Agent may reasonably deem relevant. (iii) The Fund shall certify to Foreside Placement Agent that, based on the activity of registered representatives employed by the Investment Adviser in the applicable foreign jurisdiction, the Fund has taken all necessary action to comply with the laws and regulations of such foreign jurisdiction (“Foreign Laws and Regulations”) to offer and sell its Units Shares in the applicable foreign jurisdiction including registration of such UnitsShares, if required. The Fund must also provide Foreside Placement Agent with written confirmation from outside counsel stating that, provided that Fund has complied with the applicable Foreign Laws and Regulations, such Foreign Laws and Regulations do not require registration or any other action by Foreside Placement Agent with respect to that foreign jurisdiction. (iv) Foreside Placement Agent reserves the right to restrict or prohibit any offering in a Foreign Jurisdiction as Foreside Placement Agent reasonably deems necessary, in consultation with the Fund, to comply with applicable law. (v) The Fund represents that it has in place policies and procedures to comply with the laws, rules and regulations of any Foreign Jurisdiction governing private offerings of the Fund.

Compliance with Applicable Securities Laws. (a) A. With respect to their respective activities under this Agreement, Foreside Placement Agent, the Adviser and the Fund each agree that it will comply with the applicable requirements of (i) the Act (including Regulation D), (ii) the 1940 Act, (iii) the Securities Exchange Act of 1934, as amended (the “1934 Act”) (including all regulations, rules and releases under all such statutes), (iv) the Blue Sky Laws of the state or jurisdiction in which such sale is made and (v) with respect to ForesidePlacement Agent, with all applicable rules and regulations of FINRA. In connection with the foregoing, Foreside Placement Agent agrees to comply with such procedures as may be necessary in order that no act or omission to act by Foreside Placement Agent in connection with the Fund’s offering of Units Shares shall cause to become unavailable the exemption from registration of the Units Shares under the Act provided by Section 4(2) thereof and Rule 506 of Regulation D thereunder. . B. Neither Foreside Placement Agent nor its registered representatives will give any information or make any representation other than those contained in (i) the Offering Memorandum Prospectus or (ii) any sales literature, performance reports, financial statements and other written materials provided by or on behalf of the Fund in connection with the placement of Units (all such materials except the Offering Memorandum being collectively referred to as “Related Offering Materials”)Shares. (b) Units C. Shares in the Fund will be offered on a private placement basis to Eligible Investors only. Neither the Fund nor any person acting on its behalf, shall offer or sell Units Shares by any form of general solicitation or general advertising, including, without limitation, the methods described in Rule 502(c) of Regulation D under the Act. (c) D. The Fund shall prepare the Offering Memorandum Prospectus and the application for Units Shares to be used in connection with all subscriptions (the “Subscription Application”). During the continuous offering, the Fund or the Adviser will deliver to the Placement Agent, without charge, at its principal place of business, as many copies of the foregoing documents as the Placement Agent may reasonably request. (d) E. The Fund or the Adviser shall extend to prospective investors an opportunity, prior to purchase of any UnitsShares, to ask questions and receive answers concerning the Fund and the terms and conditions of the offering, and to obtain such additional information as the prospective investor may consider necessary in making an informed investment decision. (e) F. The Placement Agent may rely upon advice given by the Fund and the Fund’s counsel, from time to time, as to the legality of, and any restrictions placed on, the offer or sale of Units in jurisdictions where Units are or may be offered. Subject to the foregoing and other provisions of this Agreement, the Placement Agent is responsible for complying with all applicable U.S. federal and state laws, rules and regulations directly applicable to the Placement Agent in offering and selling Units Shares in any U.S. jurisdiction, including applicable rules of the FINRA. (f) A. The Fund agrees that no Units Shares shall be offered in any jurisdiction outside of the United States (a “Foreign Jurisdiction”) unless (i) The the Fund obtains prior written approval from ForesidePlacement Agent. (ii) The the Fund or the Adviser notifies Foreside Placement Agent in writing of any contemplated offering in a Foreign Jurisdiction, in each case setting forth the following information: (A) name of the Fund; (B) the applicable Foreign Jurisdiction; (C) whether, and, if so, with which regulatory authorities the Fund may need to be registered; (D) to whom Units Shares in the Fund are proposed to be offered; (E) the location(s) from which the offering activities are proposed to be conducted and the scope of such activities; (F) whether the Fund will be offered or sold to investors or intended investors through agents that are licensed to do the same in the applicable Foreign Jurisdiction; and (G) such other information, including legal analysis, as Foreside Placement Agent may reasonably deem relevant. (iii) The the Fund shall certify to Foreside Placement Agent that, based on the activity of registered representatives employed by the Investment Adviser in the applicable foreign jurisdiction, the Fund has taken all necessary action to comply with the laws and regulations of such foreign jurisdiction (“Foreign Laws and Regulations”) to offer and sell its Units Shares in the applicable foreign jurisdiction including registration of such UnitsShares, if required. The Fund must also provide Foreside Placement Agent with written confirmation from outside counsel stating that, provided that Fund has complied with the applicable Foreign Laws and Regulations, such Foreign Laws and Regulations do not require registration or any other action by Foreside Placement Agent with respect to that foreign jurisdiction. (iv) Foreside the Placement Agent reserves the right to restrict or prohibit any offering in a Foreign Jurisdiction as Foreside Placement Agent reasonably deems necessary, in consultation with the Fund, to comply with applicable law. (v) The the Fund represents that it has and the Adviser represent that, before undertaking any offering of Shares in place a Foreign Jurisdiction, each will adopt and implement policies and procedures to comply with the laws, rules and regulations of any that Foreign Jurisdiction governing private offerings of funds such as the Fund.

Compliance with Applicable Securities Laws. (a) With respect to their respective activities under this Agreement, Foreside each of Placement Agent, the Investment Adviser and the Fund each agree agrees that it will comply with the applicable requirements of (i) the Act (including Regulation D), (ii) the 1940 ActAct (including sections 3(c)(l) and/or 3(c)(7)), (iii) the Securities Exchange Act of 1934, as amended (the “1934 Act”) (including all regulations, rules and releases under all such statutes), (iv) the Blue Sky Laws of the state or jurisdiction in which such sale is made and (v) with respect to ForesidePlacement Agent, with all applicable rules and regulations of FINRA. In connection with the foregoing, Foreside Placement Agent agrees to comply with such procedures as may be necessary in order that no act or omission to act by Foreside Placement Agent in connection with the Fund’s offering of Units Interests shall cause to become unavailable (i) the exemption from registration of the Units Interests under the Act provided by Section 4(2) thereof and Rule 506 of Regulation D thereunder, or (ii) the exemption from registration of the Fund under the 1940 Act provided by sections 3(c)(l) and/or 3(c)(7) thereof. Neither Foreside nor its registered representatives will Placement Agent acknowledges ad agrees that it is not authorized to give any information or make any representation other than those contained in (i) the Offering Memorandum or (ii) any sales literature, performance reports, financial statements and other written materials provided by or on behalf of the Fund in connection with the placement of Units Interests (all such materials except the Offering Memorandum being collectively referred to as “Related Offering Materials”). (b) Units Interests in the Fund will be offered on a private placement basis to Eligible Investors only. Neither the Fund nor any person acting on its behalf, shall offer or sell Units Interests by any form of general solicitation or general advertising, including, without limitation, the methods described in Rule 502(c) of Regulation D under the Act. (c) The Fund shall prepare the Offering Memorandum and the application for Units Interests to be used in connection with all subscriptions (the “Subscription Application”). During the continuous offering, the Fund will deliver to the Placement Agent, without charge, at its principal place of business, as many copies of the foregoing documents as the Placement Agent may reasonably request. (d) The Fund shall extend to prospective investors an opportunity, prior to purchase of any UnitsInterests, to ask questions and receive answers concerning the Fund and the terms and conditions of the offering, and to obtain such additional information as the prospective investor may consider necessary in making an informed investment decision. (e) The Placement Agent may rely upon advice given by the Fund and the Fund’s counsel, from time to time, as to the legality of, and any restrictions placed on, the offer or sale of Units Interests in jurisdictions where Units Interests are or may be offered. Subject to the foregoing and other provisions of this Agreement, the Placement Agent is responsible for complying with all applicable U.S. federal and state laws, rules and regulations directly applicable to the Placement Agent in offering and selling Units in any U.S. jurisdictionconnection with its services hereunder, including applicable rules of the FINRA. (f) The Fund agrees that no Units Interests shall be offered in any jurisdiction outside of the United States (a “Foreign Jurisdiction”) unless (i) The Fund obtains prior written approval from ForesidePlacement Agent. (ii) The Fund notifies Foreside Placement Agent in writing of any contemplated offering in a Foreign Jurisdiction, in each case setting forth the following information: (A) name of the Fund; (B) the applicable Foreign Jurisdiction; (C) whether, and, if so, with which regulatory authorities the Fund may need to be registered; (D) to whom Units in the Fund are proposed to be offered; (E) the location(s) from which the offering activities are proposed to be conducted and the scope of such activities; (FE) whether the Fund will be offered or sold to investors or intended investors through agents that are licensed to do the same in the applicable Foreign Jurisdiction; and (GF) such other information, including legal analysis, as Foreside Placement Agent may reasonably deem relevant. (iii) The Fund shall certify to Foreside Placement Agent that, based on the activity of registered representatives employed by the Investment Adviser in the applicable foreign jurisdiction, the Fund has taken all necessary action to comply with the laws and regulations of such foreign jurisdiction (“Foreign Laws and Regulations”) to offer and sell its Units Interests in the applicable foreign jurisdiction including registration of such UnitsInterests, if required. The Fund must also provide Foreside Placement Agent with written confirmation from outside counsel stating that, provided that Fund has complied with the applicable Foreign Laws and Regulations, such Foreign Laws and Regulations do not require registration or any other action by Foreside Placement Agent with respect to that foreign jurisdiction. (iv) Foreside Placement Agent reserves the right to restrict or prohibit any offering in a Foreign Jurisdiction as Foreside Placement Agent reasonably deems necessary, in consultation with the Fund, to comply with applicable law. (v) The Fund represents and Investment Adviser represent that it has they have in place policies and procedures to comply with the laws, rules and regulations of any Foreign Jurisdiction governing private offerings of the Fund.

Compliance with Applicable Securities Laws. (a) With respect to their respective activities under this Agreement, Foreside and the Fund each agree that it will comply with the applicable requirements of (i) the Act (including Regulation D), (ii) the 1940 Act, (iii) the Securities Exchange Act of 1934, as amended (the “1934 Act”) (including all regulations, rules and releases under all such statutes), (iv) the Blue Sky Laws of the state or jurisdiction in which such sale is made and (v) with respect to Foreside, with all applicable rules and regulations of FINRA. In connection with the foregoing, Foreside agrees to comply with such procedures as may be necessary in order that no act or omission to act by Foreside in connection with the Fund’s offering of Units shall cause to become unavailable the exemption from registration of the Units under the Act provided by Section 4(24(a)(2) thereof and Rule 506 of Regulation D thereunder. Neither Foreside nor its registered representatives will give any information or make any representation other than those contained in (i) the Offering Memorandum or (ii) any sales literature, performance reports, financial statements and other written materials provided by or on behalf of the Fund in connection with the placement of Units (all such materials except the Offering Memorandum being collectively referred to as “Related Offering Materials”). (b) Units in the Fund will be offered on a private placement basis to Eligible Investors only. Neither the Fund nor any person acting on its behalf, shall offer or sell Units by any form of general solicitation or general advertising, including, without limitation, the methods described in Rule 502(c) of Regulation D under the Act. (c) The Fund shall prepare the Offering Memorandum and the application for Units to be used in connection with all subscriptions (the “Subscription ApplicationAgreement”). During the continuous offering, the Fund will deliver to the Placement Agent, without charge, at its principal place of business, as many copies of the foregoing documents as the Placement Agent may reasonably request. (d) The Fund shall extend to prospective investors an opportunity, prior to purchase of any Units, to ask questions and receive answers concerning the Fund and the terms and conditions of the offering, and to obtain such additional information as the prospective investor may consider necessary in making an informed investment decision. (e) The Placement Agent may rely upon advice given by the Fund and the Fund’s counsel, from time to time, as to the legality of, and any restrictions placed on, the offer or sale of Units in jurisdictions where Units are or may be offered. Subject to the foregoing and other provisions of this Agreement, the Placement Agent is responsible for complying with all applicable U.S. federal and state laws, rules and regulations directly applicable to the Placement Agent in offering and selling Units in any U.S. jurisdiction, including applicable rules of the FINRA. (f) The Fund agrees that no Units shall be offered in any jurisdiction outside of the United States (a “Foreign Jurisdiction”) unless: (i) The Fund obtains prior written approval from Foreside. (ii) The Fund notifies Foreside in writing of any contemplated offering in a Foreign Jurisdiction, in each case setting forth the following information: (A) name of the Fund; (B) the applicable Foreign Jurisdiction; (C) whether, and, if so, with which regulatory authorities the Fund may need to be registered; (D) to whom Units in the Fund are proposed to be offered; (E) the location(s) from which the offering activities are proposed to be conducted and the scope of such activities; (F) whether the Fund will be offered or sold to investors or intended investors through agents that are licensed to do the same in the applicable Foreign Jurisdiction; and (G) such other information, including legal analysis, as Foreside may reasonably deem relevant. (iii) The Fund shall certify to Foreside that, based on the activity of registered representatives employed by the Investment Adviser in the applicable foreign jurisdiction, the Fund has taken all necessary action to comply with the laws and regulations of such foreign jurisdiction (“Foreign Laws and Regulations”) to offer and sell its Units in the applicable foreign jurisdiction including registration of such Units, if required. The Fund must also provide Foreside with written confirmation from outside counsel stating that, provided that Fund has complied with the applicable Foreign Laws and Regulations, such Foreign Laws and Regulations do not require registration or any other action by Foreside with respect to that foreign jurisdiction. (iv) Foreside reserves the right to restrict or prohibit any offering in a Foreign Jurisdiction as Foreside reasonably deems necessary, in consultation with the Fund, to comply with applicable law. (v) The Fund represents that it has in place policies and procedures to comply with the laws, rules and regulations of any Foreign Jurisdiction governing private offerings of the Fund.