Common use of Offer and Sale of Shares Clause in Contracts

Offer and Sale of Shares. Subject to the terms and conditions stated herein, MCUSA agrees to offer and sell the Shares on a “best efforts” basis. MCUSA is authorized to enlist Selling Dealers, acceptable to the Fund, to offer and sell the Shares. Each Selling Dealer shall be duly registered as a broker-dealer under the Exchange Act and in the jurisdictions where it is required to be registered in order to offer and sell the Shares, shall be a member in good standing of FINRA, and shall enter into a selling dealer agreement, in substantially the form attached hereto as Schedule 1 (the “Selling Dealer Agreement”). The Manager may, with notice to MCUSA, change the terms and conditions of the subscriptions at any time (but such change may not adversely affect the rights of subscribers who may have submitted their subscriptions before such change) and to suspend or discontinue the sale of the Shares at any time and without notice.