Common use of Fund Offering Clause in Contracts

Fund Offering. The Fund issues and sells Shares in accordance with the terms of the Fund’s current confidential private placement memorandum (as it may be amended, restated and/or supplemented from time to time, including by documents incorporated by reference therein, the “Memorandum”), amended and restated declaration of trust (as it may be amended and/or restated from time to time, the “Declaration of Trust”), bylaws (as they may be amended and/or restated from time to time, the “Bylaws”) and/or other current governing document (each of the Memorandum, Declaration of Trust, Bylaws and/or other current governing document is referred to herein as a “Governing Document”). (a) The Agent and the Fund have established the following procedures in connection with the offer and sale of Shares and agree that the Agent will not make any offer or sale of any Shares except in compliance with such procedures: (i) Offers and sales of Shares will be made only: (1) in the United States under the exemption provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and other exemptions of similar import in the laws of the states and jurisdictions where the offering will be made in the United States; or (2) outside of the United States in accordance with Regulation D and/or Regulation S. (ii) Offers and sales of Shares will be made only to investors (x) inside of the United States that are “accredited investors,” as defined in Rule 501(a) of Regulation D (“accredited investors”), and (y) outside of the United States that are accredited investors or not “U.S. persons,” as defined in Regulation S (“U.S. persons”) or as otherwise permitted in accordance with applicable laws. (iii) No sale of Shares will be for less than the minimum denominations as may be specified in the relevant Governing Documents for the Fund, provided that the board of trustees of the Fund (or their delegates) may, in such capacity and subject to applicable law, vary from time to time such minimum denominations with respect to any investor. (iv) No offer or sale of any Shares may be made in any U.S. state or non-U.S. jurisdiction, or to any prospective investor located in any U.S. state or non-U.S. jurisdiction, where such Shares have not been registered or qualified for offer and sale under applicable securities laws unless such Shares are exempt from the registration or qualification requirements of such laws. The Agent will only solicit prospective investors in any jurisdiction in compliance with the marketing rules and private placement rules of such jurisdiction. (b) For purposes of the offering of Shares, the Fund has provided to the Agent copies of the Governing Documents and subscription documentation for Shares, as applicable, to be furnished to prospective investors of the Fund. Additional copies will be provided in such numbers as the Agent may reasonably request for purposes of the offering. The Agent is authorized to furnish to prospective purchasers only such information concerning the Fund and the offering of the Fund as may be contained in the Fund’s Governing Documents or other written information furnished to the Agent by the Fund expressly for use in connection with the placement of its Shares (“Offering Materials”), as well as such other material as the Agent has prepared and the Fund has previously reviewed and approved (each of such materials, an “Agent Piece”). The Agent shall keep a record of each prospective investor to which the Agent will have furnished a copy of the Governing Document(s) and promptly provide the Fund with the relevant records at any time upon the Fund’s request. (c) Unless consented to in writing in advance by the Fund, the Agent will not use any form of “general solicitation” or “general advertising” (within the meaning of Rule 502(c) of Regulation D under the Securities Act) in making offers of Shares, including any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising. (d) The Agent represents and warrants that it has policies and procedures reasonably designed to comply with applicable anti-money laundering and anti-terrorist financing laws, rules and regulations. Additionally, the Agent represents and warrants that it has policies and procedures reasonably designed to ensure that it does not accept or maintain investments in the Fund, directly or indirectly, from a person, government, organization or entity (a) who is or becomes the subject of a sanctions programs administered by the U.S. Office of Foreign Assets Control (“OFAC”), is included in any executive order or is on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, or (b) whose name appears on such other lists of prohibited persons and entities as may be mandated by applicable local law or regulation. (e) The Agent will obtain the prior written consent of the Fund prior to conducting any solicitation activities with respect to such Fund in any E.U. country. The Agent will be responsible for ensuring that any activities taken in connection with the sale of Shares of the Fund in any jurisdiction outside of the United States will be conducted in compliance with the private placement or other applicable offering rules of such jurisdiction; provided, however, that, the Fund agrees to coordinate with the Agent in respect of determining the number of offers made to prospective investors in any particular jurisdiction and such other relevant information in respect of offerings of Shares made by any party other than the Agent, which would reasonably be deemed to affect the Agent’s compliance with applicable offering rules. The Agent will make no offer or sale of any Shares in any foreign jurisdiction, or to any prospective investor located in any foreign jurisdiction, where there is a prohibition on the sale of securities such as the Shares, and no available exemption to such prohibition exists.

Fund Offering. The Fund issues and sells Shares in accordance with the terms of the Fund’s current confidential private placement memorandum (as it may be amended, restated and/or supplemented from time to time, including by documents incorporated by reference therein, the “Memorandum”), amended and restated declaration of trust (as it may be amended and/or restated from time to time, the “Declaration of Trust”), bylaws (as they may be amended and/or restated from time to time, the “Bylaws”) and/or other current governing document (each of the Memorandum, Declaration of Trust, Bylaws and/or other current governing document is referred to herein as a “Governing Document”). (a) The Agent and the Fund have established the following procedures in connection with the offer and sale of Shares and agree that the Agent will not make any offer or sale of any Shares except in compliance with such procedures: (i) Offers and sales of Shares will be made only: (1) in the United States under the exemption provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and other exemptions of similar import in the laws of the states and jurisdictions where the offering will be made in the United States; or (2) outside of the United States in accordance with Regulation D and/or Regulation S. (ii) Offers and sales of Shares will be made only to investors (x) inside of the United States that are “accredited investors,” as defined in Rule 501(a) of Regulation D (“accredited investors”), and (y) outside of the United States that are accredited investors or not “U.S. persons,” as defined in Regulation S (“U.S. persons”) or as otherwise permitted in accordance with applicable laws. (iii) No sale of Shares will be for less than the minimum denominations as may be specified in the relevant Governing Documents for the Fund, provided that the board of trustees of the Fund (or their delegates) may, in such capacity and subject to applicable law, vary from time to time such minimum denominations with respect to any investor. (iv) No offer or sale of any Shares may be made in any U.S. state or non-U.S. jurisdiction, or to any prospective investor located in any U.S. state or non-U.S. jurisdiction, where such Shares have not been registered or qualified for offer and sale under applicable securities laws unless such Shares are exempt from the registration or qualification requirements of such laws. The Agent will only solicit prospective investors in any jurisdiction in compliance with the marketing rules and private placement rules of such jurisdiction. (b) For purposes of the offering of Shares, the Fund has provided to the Agent copies of the Governing Documents and subscription documentation for Shares, as applicable, to be furnished to prospective investors of the Fund. Additional copies will be provided in such numbers as the Agent may reasonably request for purposes of the offering. The Agent is authorized to furnish to prospective purchasers only such information concerning the Fund and the offering of the Fund as may be contained in the Fund’s Governing Documents or other written information furnished to the Agent by the Fund expressly for use in connection with the placement of its Shares (“Offering Materials”), as well as such other material as the Agent has prepared and the Fund has previously reviewed and approved (each of such materials, an “Agent Piece”). The Agent shall keep a record of each prospective investor to which the Agent will have furnished a copy of the Governing Document(s) and promptly provide the Fund with the relevant records at any time upon the Fund’s request. (c) Unless consented to in writing in advance by the Fund, the Agent will not use any form of “general solicitation” or “general advertising” (within the meaning of Rule 502(c) of Regulation D under the Securities Act) in making offers of Shares. This prohibition includes, including but is not limited to, any mass mailing, any advertisement, article, article or notice or other communication published in any newspapermagazine, magazine newspaper or similar media or broadcast over television or radionewsletter (including any internet site that does not comply with procedures required to prevent a public solicitation of the Shares), or and any seminar or meeting whose where the attendees have been are invited by any mass mailing, general solicitation or advertisingadvertising (each, a “Public Dissemination”). Neither Agent nor any of its principals, managers, employees or agents, shall offer or sell Shares by any form of Public Dissemination, both in or from the U.S. or in any non-U.S. (foreign) jurisdiction. Agent shall not mention the Fund, the Shares, or any information about Agent’s duties under this Agreement in any public medium, including any newspaper, on radio, television, social media or any internet site that does not comply with procedures required to prevent a public solicitation of the Shares or otherwise, unless required by law or any regulatory authority. Additionally, Agent represents that it shall share materials only with clients in which it has established a substantive pre-existing relationship. (d) The Agent represents and warrants that it has policies and procedures reasonably designed to comply with applicable anti-money laundering and anti-terrorist financing laws, rules and regulations. Additionally, the Agent represents and warrants that it has policies and procedures reasonably designed to ensure that it does not accept or maintain investments in the Fund, directly or indirectly, from a person, government, organization or entity (a) who is or becomes the subject of a sanctions programs administered by the U.S. Office of Foreign Assets Control (“OFAC”), is included in any executive order or is on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, or (b) whose name appears on such other lists of prohibited persons and entities as may be mandated by applicable local law or regulation. (e) The Agent will obtain the prior written consent of the Fund prior to conducting any solicitation activities with respect to such Fund in any E.U. country. The Agent will be responsible for ensuring that any activities taken in connection with the sale of Shares of the Fund in any jurisdiction outside of the United States will be conducted in compliance with the private placement or other applicable offering rules of such jurisdiction; provided, however, that, the Fund agrees to coordinate with the Agent in respect of determining the number of offers made to prospective investors in any particular jurisdiction and such other relevant information in respect of offerings of Shares made by any party other than the Agent, which would reasonably be deemed to affect the Agent’s compliance with applicable offering rules. The Agent will make no offer or sale of any Shares in any foreign jurisdiction, or to any prospective investor located in any foreign jurisdiction, where there is a prohibition on the sale of securities such as the Shares, and no available exemption to such prohibition exists.

Fund Offering. The Fund issues and sells Shares in accordance with the terms of the Fund’s current confidential private placement memorandum (as it may be amended, restated and/or supplemented from time to time, including by documents incorporated by reference therein, the “Memorandum”), amended and restated declaration of trust (as it may be amended and/or restated from time to time, the “Declaration of Trust”), bylaws (as they may be amended and/or restated from time to time, the “Bylaws”) and/or other current governing document (each of the Memorandum, Declaration of Trust, Bylaws and/or other current governing document is referred to herein as a “Governing Document”). (a) The Agent and the Fund have established the following procedures in connection with the offer and sale of Shares and agree that the Agent will not make any offer or sale of any Shares except in compliance with such procedures: (i) Offers and sales of Shares will be made only: (1) in the United States only under the exemption provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and other exemptions of similar import in the laws of the states and jurisdictions where the offering will be made in the United States; or (2) outside of the United States in accordance with Regulation D and/or Regulation S.. (ii) Offers and sales of Shares will be made only to investors (x) inside of the United States that are “accredited investors,” as defined in Rule 501(a) of Regulation D (“accredited investors”), and (y) outside of the United States that are accredited investors or not “U.S. persons,” as defined in Regulation S (“U.S. persons”) or as otherwise permitted in accordance with applicable laws. (iii) No sale of Shares will be for less than the minimum denominations as may be specified in the relevant Governing Documents for the Fund, provided that the board of trustees of the Fund (or their delegates) may, in such capacity and subject to applicable law, vary from time to time such minimum denominations with respect to any investor. (iv) No offer or sale of any Shares may be made in any U.S. state or non-U.S. jurisdiction, or to any prospective investor located in any U.S. state or non-U.S. jurisdiction, where such Shares have not been registered or qualified for offer and sale under applicable securities laws unless such Shares are exempt from the registration or qualification requirements of such laws. The Agent will only solicit prospective investors in any jurisdiction in compliance with the marketing rules and private placement rules of such jurisdiction. (b) For purposes of the offering of Shares, the Fund has provided to the Agent copies of the Governing Documents and subscription documentation for Shares, as applicable, to be furnished to prospective investors of the Fund. Additional copies will be provided in such numbers as the Agent may reasonably request for purposes of the offering. The Agent is authorized to furnish to prospective purchasers only such information concerning the Fund and the offering of the Fund as may be contained in the Fund’s Governing Documents or other written information furnished to the Agent by the Fund expressly for use in connection with the placement of its Shares (“Offering Materials”), as well as such other material as the Agent has prepared and the Fund has previously reviewed and approved (each of such materials, an “Agent Piece”). The Agent shall keep a record of each prospective investor to which the Agent will have furnished a copy of the Governing Document(s) and promptly provide the Fund with the relevant records at any time upon the Fund’s request. (c) Unless consented to in writing in advance by the Fund, the Agent will not use any form of “general solicitation” or “general advertising” (within the meaning of Rule 502(c) of Regulation D under the Securities Act) in making offers of Shares, including any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising. (d) The Agent represents and warrants that it has policies and procedures reasonably designed to comply with applicable anti-money laundering and anti-terrorist financing laws, rules and regulations. Additionally, the Agent represents and warrants that it has policies and procedures reasonably designed to ensure that it does not accept or maintain investments in the Fund, directly or indirectly, from a person, government, organization or entity (a) who is or becomes the subject of a sanctions programs administered by the U.S. Office of Foreign Assets Control (“OFAC”), is included in any executive order or is on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, or (b) whose name appears on such other lists of prohibited persons and entities as may be mandated by applicable local law or regulation. (e) The Agent will obtain the prior written consent of the Fund prior to conducting any solicitation activities with respect to such the Fund in any E.U. country. The Agent will be responsible for ensuring that any activities taken in connection with the sale of Shares of the Fund in any jurisdiction outside of the United States will be conducted in compliance with the private placement or other applicable offering rules of such jurisdiction; provided, however, that, the Fund agrees to coordinate with the Agent in respect of determining the number of offers made to prospective investors in any particular jurisdiction and such other relevant information in respect of offerings of Shares made by any party other than the Agent, which would reasonably be deemed to affect the Agent’s compliance with applicable offering rules. The Agent will make no offer or sale of any Shares in any foreign jurisdiction, or to any prospective investor located in any foreign jurisdiction, where there is a prohibition on the sale of securities such as the Shares, and no available exemption to such prohibition exists.

Fund Offering. The Fund issues and sells Shares in accordance with the terms of the Fund’s current confidential private placement memorandum (as it may be amended, restated and/or supplemented from time to time, including by documents incorporated by reference therein, the “Memorandum”), amended and restated declaration of trust (as it may be amended amended, restated and/or restated supplemented from time to time, the “Declaration of Trust”), bylaws (as they may be amended amended, restated and/or restated supplemented from time to time, the “Bylaws”) and/or other current governing document (each of the Memorandum, Declaration of Trust, Bylaws and/or other current governing document is referred to herein as a “Governing Document”). (a) The Agent and the Fund have established the following procedures in connection with the offer and sale of Shares and agree that the Agent will not make any offer or sale of any Shares except in compliance with such procedures: (i) Offers and sales of Shares will be made only: (1) in the United States only under the exemption provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and other exemptions of similar import in the laws of the states and jurisdictions where the offering will be made in the United States; or (2) outside of the United States in accordance with Regulation D and/or Regulation S.. (ii) Offers and sales of Shares will be made only to investors (x) inside of the United States that are “accredited investors,” as defined in Rule 501(a) of Regulation D (“accredited investors”), and (y) outside of the United States that are accredited investors or not “U.S. persons,” as defined in Regulation S (“U.S. persons”) or as otherwise permitted in accordance with applicable laws. (iii) No sale of Shares will be for less than the minimum denominations as may be specified in the relevant Governing Documents for the Fund, provided that the board of trustees of the Fund (or their delegates) may, in such capacity and subject to applicable law, vary from time to time such minimum denominations with respect to any investor. (iv) No offer or sale of any Shares may be made in any U.S. state or non-U.S. jurisdiction, or to any prospective investor located in any U.S. state or non-U.S. jurisdiction, where such Shares have not been registered or qualified for offer and sale under applicable securities laws unless such Shares are exempt from the registration or qualification requirements of such laws. The Agent will only solicit prospective investors in any jurisdiction in compliance with the marketing rules and private placement rules of such jurisdiction. (b) For purposes of the offering of Shares, the Fund has provided to the Agent copies of the Governing Documents and subscription documentation for Shares, as applicable, to be furnished to prospective investors of the Fund. Additional copies will be provided in such numbers as the Agent may reasonably request for purposes of the offering. The Agent is authorized to furnish to prospective purchasers only such information concerning the Fund and the offering of the Fund as may be contained in the Fund’s Governing Documents or other written information furnished to the Agent by the Fund expressly for use in connection with the placement of its Shares (“Offering Materials”), as well as such other material as the Agent has prepared and the Fund has previously reviewed and approved (each of such materials, an “Agent Piece”). The Agent shall keep a record of each prospective investor to which the Agent will have furnished a copy of the Governing Document(s) and promptly provide the Fund with the relevant records at any time upon the Fund’s request. (c) Unless consented to in writing in advance by the Fund, the Agent will not use any form of “general solicitation” or “general advertising” (within the meaning of Rule 502(c) of Regulation D under the Securities Act) in making offers of Shares, including any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising. (d) The Agent represents and warrants that it has policies and procedures reasonably designed to comply with applicable anti-money laundering and anti-terrorist financing laws, rules and regulations. Additionally, the Agent represents and warrants that it has policies and procedures reasonably designed to ensure that it does not accept or maintain investments in the Fund, directly or indirectly, from a person, government, organization or entity (a) who is or becomes the subject of a sanctions programs administered by the U.S. Office of Foreign Assets Control (“OFAC”), is included in any executive order or is on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, or (b) whose name appears on such other lists of prohibited persons and entities as may be mandated by applicable local law or regulation. (e) The Agent will obtain the prior written consent of the Fund prior to conducting any solicitation activities with respect to such the Fund in any E.U. country. The Agent will be responsible for ensuring that any activities taken in connection with the sale of Shares of the Fund in any jurisdiction outside of the United States will be conducted in compliance with the private placement or other applicable offering rules of such jurisdiction; provided, however, that, the Fund agrees to coordinate with the Agent in respect of determining the number of offers made to prospective investors in any particular jurisdiction and such other relevant information in respect of offerings of Shares made by any party other than the Agent, which would reasonably be deemed to affect the Agent’s compliance with applicable offering rules. The Agent will make no offer or sale of any Shares in any foreign jurisdiction, or to any prospective investor located in any foreign jurisdiction, where there is a prohibition on the sale of securities such as the Shares, and no available exemption to such prohibition exists.