Common use of Offering and Sale of Interests Clause in Contracts

Offering and Sale of Interests. (a) MSSB shall deliver, to each person to whom MSSB makes an offer of an Interest, the Offering Documents, as amended as of such time. (b) MSSB shall not make any offer of Interests on the basis of any communications or documents relating to any of the Partnerships or the Interests, except the Offering Materials, any other documents supplied or prepared by the General Partner on behalf of the Partnerships and delivered to MSSB by the General Partner for use in making an offer of Interests, or any other materials expressly approved for such use by the General Partner in writing (which shall include electronic mail). Subject to Section 9, the Partnerships and the General Partner shall provide MSSB copies of any Offering Documents a commercially reasonable time prior to providing such Offering Documents to any limited partner for MSSB’s review and approval, which shall not be unreasonably withheld. (c) Without the prior written consent of the General Partner, MSSB shall not use any form of “general solicitation” or “general advertising” (within the meaning of Rule 502 of Regulation D under the Securities Act prior to the effective date of the final rules implementing Section 201(a) of the Jumpstart Our Business Startups Act) in making offers of Interests, 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) MSSB shall, in accordance with requirements of Regulation D under the Securities Act, reasonably believe immediately prior to making any offer or sale of Interests that any prospective investor solicited by MSSB is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D under the Securities Act, and meets such other eligibility criteria as are set forth in the Offering Documents. The Partnerships shall be responsible for the timely filing with the U.S. Securities and Exchange Commission (“SEC”) of any notices required by Rule 503 of Regulation D under the Securities Act. MSSB shall only solicit prospective investors in any jurisdiction in compliance with the marketing rules and private placement rules of such jurisdiction. (e) MSSB 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, MSSB represents and warrants that it has policies and procedures reasonably designed to ensure that it does not accept or maintain investments in the Partnerships, directly or indirectly, from a person, government, organization or entity (a) who is or becomes the subject of a sanctions program 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. (f) MSSB represents to the Partnerships as of the date hereof that MSSB is subject to the anti-money laundering regime of the United States and maintains anti-money laundering policies and procedures in compliance with applicable anti-money laundering legislation and regulations, as amended from time to time (the “Anti-Money Laundering Regime”). (g) MSSB shall be responsible for ensuring that any activities taken in connection with the sale of Interests in any jurisdiction outside of the United States shall be conducted in compliance with the private placement or other applicable offering rules of such jurisdiction; provided, however, that, the Partnerships and the General Partner agree to coordinate with MSSB 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 Interests made by any party other than MSSB, which would reasonably be deemed to affect MSSB’s compliance with applicable offering rules. MSSB shall make no offer or sale of any Interest 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 Interests. (h) The General Partner shall be responsible for any applicable registration or qualification of the Interests under all applicable laws, rules or regulations of the United States and the states therein. The General Partner on behalf of the Partnerships acknowledges that MSSB intends to offer the Interests in each state within the United States. The General Partner, at the applicable Partnership’s expense, shall use reasonable efforts to register or qualify the Interests, if required, in each jurisdiction within the United States that the Interests are offered by MSSB or to make any filings required by applicable law in each jurisdiction within the United States in which the Interests are sold by MSSB. If the Interests may not be offered in any particular jurisdiction in the United States, the applicable Partnership and the General Partner shall promptly notify MSSB. (i) The Partnerships shall provide a reasonable quantity of copies of the Offering Materials and such other documents as MSSB is required to provide to prospective investors under this Agreement. If any Offering Materials are amended or supplemented, the General Partner shall promptly notify MSSB, and provide copies of such amendments or supplements in accordance with the preceding sentence. (j) All subscriptions for Interests submitted by or through MSSB shall be subject to the General Partner’s approval, in its sole discretion. The General Partner and MSSB agree that the General Partner has the ultimate responsibility to determine whether a prospective investor meets all applicable private placement accreditation, minimum investment, and other regulatory requirements necessary to invest in a Partnership, provided, however, it is acknowledged by MSSB that the General Partner shall reasonably rely upon due diligence conducted by MSSB on each prospective investor.

Offering and Sale of Interests. (a) MSSB shall deliver, deliver to each person to whom MSSB makes an offer of an Interest, the Offering Documents, as amended as of such time. (b) MSSB shall not make any offer of Interests on the basis of any communications or documents relating to any of the Partnerships or the Interests, except the Offering Materials, any other documents supplied or prepared by the General Partner on behalf of the Partnerships and delivered to MSSB by the General Partner for use in making an offer of Interests, or any other materials expressly approved for such use by the General Partner in writing (which shall include electronic mail). Subject to Section 9, the Partnerships and the General Partner shall provide MSSB copies of any Offering Documents a commercially reasonable time prior to providing such Offering Documents to any limited partner for MSSB’s review and approval, which shall not be unreasonably withheld. (c) Without the prior written consent of the General Partner, MSSB shall not use any form of “general solicitation” or “general advertising” (within the meaning of Rule 502 of Regulation D under the Securities Act prior to the effective date of the final rules implementing Section 201(a) of the Jumpstart Our Business Startups Act) in making offers of Interests, 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) MSSB shall, in accordance with requirements of Regulation D under the Securities Act, reasonably believe immediately prior to making any offer or sale of Interests that any prospective investor solicited by MSSB is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D under the Securities Act, and meets such other eligibility criteria as are set forth in the Offering Documents. The Partnerships shall be responsible for the timely filing with the U.S. Securities and Exchange Commission (“SEC”) of any notices required by Rule 503 of Regulation D under the Securities Act. MSSB shall only solicit prospective investors in any jurisdiction in compliance with the marketing rules and private placement rules of such jurisdiction. (e) MSSB 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, MSSB represents and warrants that it has policies and procedures reasonably designed to ensure that it does not accept or maintain investments in the Partnerships, directly or indirectly, from a person, government, organization or entity (a) who is or becomes the subject of a sanctions program 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. (f) MSSB represents to the Partnerships as of the date hereof that MSSB is subject to the anti-money laundering regime of the United States and maintains anti-money laundering policies and procedures in compliance with applicable anti-money laundering legislation and regulations, as amended from time to time (the “Anti-Money Laundering Regime”). (g) MSSB shall be responsible for ensuring that any activities taken in connection with the sale of Interests in any jurisdiction outside of the United States shall be conducted in compliance with the private placement or other applicable offering rules of such jurisdiction; provided, however, that, the Partnerships and the General Partner agree to coordinate with MSSB 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 Interests made by any party other than MSSB, which would reasonably be deemed to affect MSSB’s compliance with applicable offering rules. MSSB shall make no offer or sale of any Interest 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 Interests. (h) The General Partner shall be responsible for any applicable registration or qualification of the Interests under all applicable laws, rules or regulations of the United States and the states therein. The General Partner on behalf of the Partnerships acknowledges that MSSB intends to offer the Interests in each state within the United States. The General Partner, at the applicable Partnership’s expense, shall use reasonable efforts to register or qualify the Interests, if required, in each jurisdiction within the United States that the Interests are offered by MSSB or to make any filings required by applicable law in each jurisdiction within the United States in which the Interests are sold by MSSB. If the Interests may not be offered in any particular jurisdiction in the United States, the applicable Partnership and the General Partner shall promptly notify MSSB. (i) The Partnerships shall provide a reasonable quantity of copies of the Offering Materials and such other documents as MSSB is required to provide to prospective investors under this Agreement. If any Offering Materials are amended or supplemented, the General Partner shall promptly notify MSSB, and provide copies of such amendments or supplements in accordance with the preceding sentence. (j) All subscriptions for Interests submitted by or through MSSB shall be subject to the General Partner’s approval, in its sole discretion. The General Partner and MSSB agree that the General Partner has the ultimate responsibility to determine whether a prospective investor meets all applicable private placement accreditation, minimum investment, and other regulatory requirements necessary to invest in a Partnership, provided, however, it is acknowledged by MSSB that the General Partner shall reasonably rely upon due diligence conducted by MSSB on each prospective investor.

Offering and Sale of Interests. (a) a. MSSB shall deliver, deliver to each person to whom MSSB makes an offer of an Interest, the Offering Documents, as amended as of such time. (b) b. MSSB shall not make any offer of Interests on the basis of any communications or documents relating to any of the Partnerships or the Interests, except the Offering Materials, any other documents supplied or prepared by the General Partner on behalf of the Partnerships and delivered to MSSB by the General Partner for use in making an offer of Interests, or any other materials expressly approved for such use by the General Partner in writing (which shall include electronic mail). Subject to Section 98, the Partnerships and the General Partner shall provide MSSB copies of any Offering Documents for MSSB’s review and approval a commercially reasonable time prior to providing such Offering Documents to any limited partner for MSSB’s review and approvalpartner, which such approval shall not be unreasonably withheld. (cc. The Partnership(s) Without the prior written consent of and the General Partner, MSSB shall Partner agree that the Partnership(s) will rely on Rule 506(b) under Regulation D as a safe harbor from registration under Securities Act. The Placement Agent will not use any form of “general solicitation” or “general advertising” (within the meaning of Rule 502 502(c) of Regulation D under the Securities Act prior to the effective date of the final rules implementing Section 201(a) of the Jumpstart Our Business Startups Act) in making offers of Interests, 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. Placement Agent will not make any offer of Interests on the basis of any communications or documents relating to the Partnership(s) or the Interests, except the Offering Materials, any other documents supplied or prepared by the Partnership(s) or the General Partner and delivered to Placement Agent by the Partnership(s) or the General Partner for use in making an offer of Interests, or any other materials expressly approved for such use by the Partnership(s) or the General Partner. Notwithstanding the foregoing, the Partnership(s) or the General Partner consent to the delivery of diligence reports that include, inter alia, information provided to and/or accurately derived from information provided by the General Partner, the Partnership(s) or its affiliates to the Placement Agent and are prepared by MSSB, its affiliates or a third party (d“Manager Profiles”) to Placement Agent Clients without the review or approval of such Manager Profiles by the Partnership(s) or the General Partner. The Partnership(s) or the General Partner shall not provide to any Placement Agent Client any Offering Materials that have not been reviewed and approved by Placement Agent in writing. e. MSSB shall, in accordance with requirements of Regulation D under the Securities Act, reasonably believe immediately prior to making any offer or sale of Interests that any prospective investor solicited by MSSB is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D under the Securities Act, and meets such other eligibility criteria as are set forth in the Offering Documents. The Partnerships shall be responsible for the timely filing with the U.S. Securities and Exchange Commission (“SEC”) of any notices required by Rule 503 of Regulation D under the Securities Act. MSSB shall only solicit prospective investors in any jurisdiction in compliance with the marketing rules and private placement rules of such jurisdiction. (e) f. MSSB 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, MSSB represents and warrants that it has policies and procedures reasonably designed to ensure that it does not accept offer or maintain sell investments in the Partnerships, directly or indirectly, from a to any person, government, organization or entity (a) who is or becomes the subject in violation of a any sanctions program 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 regulationControl. (f) g. MSSB represents to the Partnerships as of the date hereof that MSSB is subject to the anti-money laundering regime of the United States and maintains anti-money laundering policies and procedures in compliance with applicable anti-money laundering legislation and regulations, as amended from time to time (the “Anti-Money Laundering Regime”). MSSB’s Anti-Money Laundering Regime includes a Customer Identification Program (“CIP”), which requires the performance of CIP due diligence in accordance with applicable Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”) requirements and regulatory guidance. MSSB represents that it shall be responsible for maintaining and performing anti-money laundering procedures in connection with the onboarding of Placement Agent Clients, which procedures shall, at a minimum, (1) identify and verify all potential investors, (2) require maintenance of records in relation to the verification of the identity of all potential investors and (3) provide for ongoing monitoring of all Placement Agent Clients. (g) h. MSSB shall be responsible for ensuring that any activities taken in connection with the sale of Interests in any jurisdiction outside of the United States shall be conducted in compliance with the private placement or other applicable offering rules of such jurisdiction; provided, however, that, the Partnerships and the General Partner agree to coordinate with MSSB 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 Interests made by any party other than MSSB, which would reasonably be deemed to affect MSSB’s compliance with applicable offering rules. MSSB shall make no offer or sale of any Interest 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 Interests. (h) i. The General Partner shall be responsible for any applicable registration or qualification of the Interests under all applicable laws, rules or regulations of the United States and the states therein. The General Partner on behalf of the Partnerships acknowledges that MSSB intends to offer the Interests in each state within the United States. The General Partner, at the applicable Partnership’s expense, shall use reasonable efforts to register or qualify the Interests, if required, in each jurisdiction within the United States that the Interests are offered by MSSB or to make any filings required by applicable law in each jurisdiction within the United States in which the Interests are sold by MSSB. If the Interests may not be offered in any particular jurisdiction in the United States, the applicable Partnership and the General Partner shall promptly notify MSSB. j. As a condition to the General Partner’s acceptance of a subscription by a Placement Agent Client, each Placement Agent Client will be required to agree to maintain an account with MSSB (each, an “MSSB Client Account”). MSSB agrees to (i) debit from each MSSB Client Account an amount necessary to satisfy each such Placement Agent Client’s obligation to fund any amount to be paid by the Placement Agent Client with respect to its Interest in the Partnership(s), as and when requested by the Partnership(s) or the General Partner, (ii) to pay or transfer such debited amounts to the Partnership(s) or the General Partner (as provided by the General Partner, except that MSSB shall pay or transfer to itself or any of its affiliates an amount required to pay the upfront placement fee, if any); and (iii) credit or distribute to each MSSB Client Account the amount that is distributed to MSSB by the Partnership(s) or the General Partner in respect of such Placement Agent Client’s investment. The Partnership(s) and the General Partner agree to pay all distribution and withdrawal/redemption amounts to MSSB for further credit to each MSSB Client Account for which MSSB shall provide the appropriate wire instructions. For the avoidance of doubt, the foregoing provisions shall not limit any right of the Partnership(s) or the General Partner to seek payment directly from any Placement Agent Client in the event of the failure of such Placement Agent Client to make any contribution or other payment required pursuant to the Partnership(s)’s Offering Materials and the parties hereto agree that MSSB shall not be liable or responsible, as principal, guarantor or otherwise, to make any payments, cover any default or extend any credit, in the event of any such late payment or non-payment by a Placement Agent Client due to the Partnership(s), the General Partner or to any other party to which such payment may become due. k. The Partnerships shall provide a reasonable quantity of copies of the Offering Materials and such other documents as MSSB is required to provide to prospective investors under this Agreement. If any Offering Materials are amended or supplemented, the General Partner shall promptly notify MSSB, and provide copies of such amendments or supplements in accordance with the preceding sentence. (j) l. All subscriptions for Interests submitted by or through MSSB shall be subject to the General Partner’s approval, in its sole discretion. The General Partner and MSSB agree that the General Partner has the ultimate responsibility to determine whether a prospective investor meets all applicable private placement accreditation, minimum investment, and other regulatory requirements necessary to invest in a Partnership, provided, however, it is acknowledged by MSSB that the General Partner shall reasonably rely upon due diligence conducted by MSSB on each prospective investor.

Offering and Sale of Interests. The Selling Agent is hereby appointed by the Fund as a non-exclusive selling agent for the purpose of finding acceptable subscribers for Interests. (a) MSSB shall deliverThe Selling Agent will solicit offers to purchase Interests only from prospective investors who are "U.S. persons" within the meaning of the U.S. Internal Revenue Code of 1986, to each person to whom MSSB makes an offer of an Interestas amended, and who meet the other eligibility requirements established by the Fund and set forth in the Offering DocumentsMaterials or communicated to the Selling Agent in writing. The Selling Agent may submit an Offeree Qualification Form for any qualified investor, as amended as of described in this Section 4, with which the Selling Agent and/or a Mxxxxxx Lxxxx Financial Advisor has had substantive business dealings for at least six months and believes that the Selling Agent and/or a Mxxxxxx Lxxxx Financial Advisor should have sufficient information to be able to assess such timequalified investor's financial information, knowledge and sophistication. The Selling Agent may distribute to the qualified investors the Offering Materials, including the Fund's Offering Memorandum. The Manager will provide (or if provided by the Selling Agent, must approve) all Offering Materials to be given by the Selling Agent to qualified investors. (b) MSSB shall not make any offer The offers and sales of Interests on are to be effected pursuant to the basis of any communications or documents relating to any exemption from the registration requirements of the Partnerships or the InterestsSecurities Act, except the Offering Materials, any other documents supplied or prepared by the General Partner on behalf of the Partnerships and delivered to MSSB by the General Partner for use in making an offer of Interests, or any other materials expressly approved for such use by the General Partner in writing (which shall include electronic mail). Subject pursuant to Section 9, the Partnerships 4(2) thereof and the General Partner shall provide MSSB copies of any Offering Documents a commercially reasonable time prior to providing such Offering Documents to any limited partner for MSSB’s review and approval, which shall not be unreasonably withheld. (c) Without the prior written consent of the General Partner, MSSB shall not use any form of “general solicitation” or “general advertising” (within the meaning of Rule 502 of Regulation D under the Securities Act prior to Act. Both the effective date Selling Agent and the Fund have established the following procedures in connection with the offer and sale of Interests and agree that the final rules implementing Section 201(a) Selling Agent will make offers or sales of the Jumpstart Our Business Startups Act) any Interests in making offers of Interests, 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.compliance with such procedures: (di) MSSB shall, Offers and sales of Interests will be made only in accordance compliance with requirements of Regulation D under the Securities Act, reasonably believe immediately prior the FINRA rules and state securities laws and only to making any offer or sale of Interests investors that any prospective investor solicited by MSSB is an “qualify as "accredited investorinvestors,” " as that term is defined in Rule 501(a) of Regulation D under the Securities Act, and meets such other eligibility criteria as are set forth "qualified clients," as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended. (ii) No sale of Interests to any one investor will be for less than the minimum denominations as may be specified in the Offering Documents. The Partnerships shall be responsible for the timely filing with the U.S. Securities and Exchange Commission (“SEC”) of any notices required by Rule 503 of Regulation D under the Securities Act. MSSB shall only solicit prospective investors in any jurisdiction in compliance with the marketing rules and private placement rules of such jurisdiction. (e) MSSB 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, MSSB represents and warrants that it has policies and procedures reasonably designed to ensure that it does not accept Memorandum or maintain investments in the Partnerships, directly or indirectly, from a person, government, organization or entity (a) who is or becomes the subject of a sanctions program administered as otherwise approved by the U.S. Office Board 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. (f) MSSB represents to the Partnerships as Managers of the date hereof that MSSB is subject to the anti-money laundering regime of the United States and maintains anti-money laundering policies and procedures in compliance with applicable anti-money laundering legislation and regulations, as amended from time to time Fund (the “Anti-Money Laundering Regime”"Board"). (giii) MSSB shall be responsible for ensuring that any activities taken in connection with the sale of Interests in any jurisdiction outside of the United States shall be conducted in compliance with the private placement or other applicable offering rules of such jurisdiction; provided, however, that, the Partnerships and the General Partner agree to coordinate with MSSB 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 Interests made by any party other than MSSB, which would reasonably be deemed to affect MSSB’s compliance with applicable offering rules. MSSB shall make no No offer or sale of any Interest shall be made in any foreign state or jurisdiction, or to any prospective investor located in any foreign state or jurisdiction, where there such Interests have not been registered or qualified for offer and sale under applicable state securities laws unless such Interests are exempt from the registration or qualification requirements of such laws. (c) It is a prohibition on understood that the Selling Agent has no commitment with regard to the sale of securities such as the Interests other than to use its reasonable efforts and its good faith judgment in soliciting investments in the Interests. (hd) The General Partner Selling Agent shall be responsible for any applicable registration or qualification of under no obligation to continue to market the Interests under all applicable laws, rules or regulations of the United States and the states therein. The General Partner on behalf of the Partnerships acknowledges that MSSB intends to offer the Interests in each state within the United States. The General Partner, at the applicable Partnership’s expense, shall use reasonable efforts to register or qualify the Interests, if requiredif, in each jurisdiction within the United States its sole judgment, it believes that the Interests are offered by MSSB doing so would be impracticable, uneconomical or to make any filings required by applicable law inappropriate, in each jurisdiction within the United States in which the Interests are sold by MSSB. If the Interests view of such considerations as it may not be offered in any particular jurisdiction in the United States, the applicable Partnership and the General Partner shall promptly notify MSSBfeel relevant. (ie) The Partnerships Fund shall provide a reasonable quantity of copies of have the Offering Materials and such other documents as MSSB is required to provide to prospective investors under this Agreement. If any Offering Materials are amended or supplemented, the General Partner shall promptly notify MSSB, and provide copies of such amendments or supplements in accordance with the preceding sentence. (j) All subscriptions for Interests submitted by or through MSSB shall be subject to the General Partner’s approvalright, in its sole discretion. , to approve or reject any prospective investor to whom the Selling Agent proposes to distribute the Offering Materials, and the Fund shall have the right, in its sole discretion to approve or reject each such investor before any Interests are sold. (f) The General Partner Selling Agent shall take all such reasonable and MSSB agree appropriate actions such that the General Partner has representations and warranties made herein by the ultimate responsibility to determine whether a prospective investor meets Selling Agent remain true and accurate in all applicable private placement accreditation, minimum investmentmaterial respects, and other regulatory requirements necessary to invest shall promptly inform the Fund and the Manager in a Partnership, provided, however, it is acknowledged by MSSB the event that the General Partner shall reasonably rely upon due diligence conducted by MSSB on each prospective investorSelling Agent has any reason to believe that any such representation or warranty is no longer true and accurate in all material respects.

Offering and Sale of Interests. (a) MSSB shall deliver, will deliver to each person to whom MSSB makes an offer of an Interest, the Offering Documents, as amended as of such time. (b) MSSB shall will not make any offer of Interests on the basis of any communications or documents relating to any of the Partnerships Partnership or the Interests, except the Offering Materials, any other documents supplied or prepared by the General Partner on behalf of the Partnerships Partnership and delivered to MSSB by the General Partner for use in making an offer of Interests, or any other materials expressly approved for such use by the General Partner in writing (which shall include electronic mail). Subject to Section 98(a), the Partnerships Partnership and the General Partner shall provide MSSB copies of any Offering Documents a commercially reasonable time prior to providing such Offering Documents to any limited partner Limited Partner for MSSB’s review and approval, which shall not be unreasonably withheld. (c) Without the prior written consent of the General Partner, MSSB shall will not use any form of “general solicitation” or “general advertising” (within the meaning of Rule 502 of Regulation D under the Securities Act prior to the effective date of the final rules implementing Section 201(a) of the Jumpstart Our Business Startups Act) in making offers of Interests, 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) MSSB shall, in accordance with requirements of Regulation D under the Securities Act, reasonably believe immediately prior to making any offer or sale of Interests that any prospective investor solicited by MSSB is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D under the Securities Act, and meets such other eligibility criteria as are set forth in the Offering Documents. The Partnerships shall Partnership will be responsible for the timely filing with the U.S. Securities and Exchange Commission (“SEC”) of any notices required by Rule 503 of Regulation D under the Securities Act. MSSB shall only solicit prospective investors in any jurisdiction in compliance with the marketing rules and private placement rules of such jurisdiction. (e) MSSB 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, MSSB represents and warrants that it has policies and procedures reasonably designed to ensure that it does not accept or maintain investments in the PartnershipsPartnership, directly or indirectly, from a person, government, organization or entity (a) who is or becomes the subject of a sanctions program 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. (f) MSSB represents to the Partnerships Fund as of the date hereof that MSSB is subject to the anti-money laundering regime of the United States and maintains anti-money laundering policies and procedures in compliance with applicable anti-money laundering legislation and regulations, as amended from time to time (the “Anti-Money Laundering Regime”). (g) MSSB shall be responsible for ensuring that any activities taken in connection with the sale of Interests in any jurisdiction outside of the United States shall will be conducted in compliance with the private placement or other applicable offering rules of such jurisdiction; provided, however, that, the Partnerships Partnership and the General Partner agree to coordinate with MSSB 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 Interests made by any party other than MSSB, which would reasonably be deemed to affect MSSB’s compliance with applicable offering rules. MSSB shall make no offer or sale of any Interest 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 Interests. (h) The General Partner shall be responsible for any applicable registration or qualification of the Interests under all applicable laws, rules or regulations of the United States and the states therein. The General Partner on behalf of the Partnerships Partnership acknowledges that MSSB intends to offer the Interests in each state within the United States. The General Partner, at the applicable Partnership’s expense, shall use reasonable efforts to register or qualify the Interests, if required, in each jurisdiction within the United States that the Interests are offered by MSSB or to make any filings required by applicable law in each jurisdiction within the United States in which the Interests are sold by MSSB. If the Interests may not be offered in any particular jurisdiction in the United States, the applicable Partnership and the General Partner shall promptly notify MSSB. (i) The Partnerships Partnership shall provide a reasonable quantity of copies of the Offering Materials and such other documents as MSSB is required to provide to prospective investors under this Agreement. If any Offering Materials are amended or supplemented, the General Partner shall promptly notify MSSB, and provide copies of such amendments or supplements in accordance with the preceding sentence. (j) All subscriptions for Interests submitted by or through MSSB shall be subject to the General Partner’s approval, in its sole discretion. The General Partner and MSSB agree that the General Partner has the ultimate responsibility to determine whether a prospective investor meets all applicable private placement accreditation, minimum investment, and other regulatory requirements necessary to invest in a the Partnership, provided, however, it is acknowledged by MSSB that the General Partner shall will reasonably rely upon due diligence conducted by MSSB on each prospective investor.

Offering and Sale of Interests. (a) MSSB shall deliver, will deliver to each person to whom MSSB makes an offer of an Interest, the Offering Documents, as amended as of such time. (b) MSSB shall will not make any offer of Interests on the basis of any communications or documents relating to any of the Partnerships Partnership or the Interests, except the Offering Materials, any other documents supplied or prepared by the General Partner on behalf of the Partnerships Partnership and delivered to MSSB by the General Partner for use in making an offer of Interests, or any other materials expressly approved for such use by the General Partner in writing (which shall include electronic mail). Subject to Section 98, the Partnerships Partnership and the General Partner shall provide MSSB copies of any Offering Documents a commercially reasonable time prior to providing such Offering Documents to any limited partner for MSSB’s review and approval, which shall not be unreasonably withheld. (c) Without the prior written consent of the General Partner, MSSB shall will not use any form of “general solicitation” or “general advertising” (within the meaning of Rule 502 of Regulation D under the Securities Act prior to the effective date of the final rules implementing Section 201(a) of the Jumpstart Our Business Startups Act) in making offers of Interests, 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) MSSB shall, in accordance with requirements of Regulation D under the Securities Act, reasonably believe immediately prior to making any offer or sale of Interests that any prospective investor solicited by MSSB is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D under the Securities Act, and meets such other eligibility criteria as are set forth in the Offering Documents. The Partnerships shall Partnership will be responsible for the timely filing with the U.S. Securities and Exchange Commission (“SEC”) of any notices required by Rule 503 of Regulation D under the Securities Act. MSSB shall only solicit prospective investors in any jurisdiction in compliance with the marketing rules and private placement rules of such jurisdiction. (e) MSSB 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, MSSB represents and warrants that it has policies and procedures reasonably designed to ensure that it does not accept or maintain investments in the PartnershipsPartnership, directly or indirectly, from a person, government, organization or entity (a) who is or becomes the subject of a sanctions program 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. (f) MSSB represents to the Partnerships Fund as of the date hereof that MSSB is subject to the anti-money laundering regime of the United States and maintains anti-money laundering policies and procedures in compliance with applicable anti-money laundering legislation and regulations, as amended from time to time (the “Anti-Money Laundering Regime”). (g) MSSB shall be responsible for ensuring that any activities taken in connection with the sale of Interests in any jurisdiction outside of the United States shall will be conducted in compliance with the private placement or other applicable offering rules of such jurisdiction; provided, however, that, the Partnerships Partnership and the General Partner agree to coordinate with MSSB 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 Interests made by any party other than MSSB, which would reasonably be deemed to affect MSSB’s compliance with applicable offering rules. MSSB shall make no offer or sale of any Interest 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 Interests. (h) The General Partner shall be responsible for any applicable registration or qualification of the Interests under all applicable laws, rules or regulations of the United States and the states therein. The General Partner on behalf of the Partnerships Partnership acknowledges that MSSB intends to offer the Interests in each state within the United States. The General Partner, at the applicable Partnership’s expense, shall use reasonable efforts to register or qualify the Interests, if required, in each jurisdiction within the United States that the Interests are offered by MSSB or to make any filings required by applicable law in each jurisdiction within the United States in which the Interests are sold by MSSB. If the Interests may not be offered in any particular jurisdiction in the United States, the applicable Partnership and the General Partner shall promptly notify MSSB. (i) The Partnerships Partnership shall provide a reasonable quantity of copies of the Offering Materials and such other documents as MSSB is required to provide to prospective investors under this Agreement. If any Offering Materials are amended or supplemented, the General Partner shall promptly notify MSSB, and provide copies of such amendments or supplements in accordance with the preceding sentence. (j) All subscriptions for Interests submitted by or through MSSB shall be subject to the General Partner’s approval, in its sole discretion. The General Partner and MSSB agree that the General Partner has the ultimate responsibility to determine whether a prospective investor meets all applicable private placement accreditation, minimum investment, and other regulatory requirements necessary to invest in a the Partnership, provided, however, it is acknowledged by MSSB that the General Partner shall will reasonably rely upon due diligence conducted by MSSB on each prospective investor.

Offering and Sale of Interests. (a) MSSB shall deliver, MS will deliver to each person to whom MSSB MS makes an offer of an Interest, the Offering Documents, as amended as of such time. (b) MSSB shall MS will not make any offer of Interests on the basis of any communications or documents relating to any of the Partnerships or the Interests, except the Offering Materials, any other documents supplied or prepared by the General Partner on behalf of the Partnerships and delivered to MSSB MS by the General Partner for use in making an offer of Interests, or any other materials expressly approved for such use by the General Partner in writing (which shall include electronic mail). Subject to Section 9, the Partnerships and the General Partner shall provide MSSB copies of any Offering Documents a commercially reasonable time prior to providing such Offering Documents to any limited partner for MSSB’s review and approval, which shall not be unreasonably withheld. (c) Without the prior written consent of the General Partner, MSSB shall MS will not use any form of “general solicitation” or “general advertising” (within the meaning of Rule 502 of Regulation D under the Securities Act prior to the effective date of the final rules implementing Section 201(a) of the Jumpstart Our Business Startups Act) in making offers of Interests, 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) MSSB MS shall, in accordance with requirements of Regulation D under the Securities Act, reasonably believe immediately prior to making any offer or sale of Interests that any prospective investor solicited by MSSB MS is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D under the Securities Act, and meets such other eligibility criteria as are set forth in the Offering Documents. The Partnerships shall will be responsible for the timely filing with the U.S. Securities and Exchange Commission (“SEC”) of any notices required by Rule 503 of Regulation D under the Securities Act. MSSB MS shall only solicit prospective investors in any jurisdiction in compliance with the marketing rules and private placement rules of such jurisdiction. (e) MSSB MS represents and warrants that it has policies and procedures reasonably designed to comply is in compliance with applicable all anti-money laundering and anti-terrorist financing laws, rules and regulationsregulations applicable to it. Additionally, MSSB MS represents and warrants that it has policies shall take all reasonable and procedures reasonably designed practicable steps to ensure that it does not accept or maintain investments in any of the Partnerships, directly or indirectly, from a person, government, organization or entity (a) who is or becomes the subject of a to sanctions program 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 (bB) whose name appears on such other lists of prohibited persons and entities as may be mandated by applicable local law or regulation. (f) MSSB represents to the Partnerships as of the date hereof that MSSB is subject to the anti-money laundering regime of the United States and maintains anti-money laundering policies and procedures in compliance with applicable anti-money laundering legislation and regulations, as amended from time to time (the “Anti-Money Laundering Regime”). (g) MSSB MS shall be responsible for ensuring that any activities taken in connection with the sale of Interests in any jurisdiction outside of the United States shall will be conducted in compliance with the private placement or other applicable offering rules of such jurisdiction; provided, however, that, the Partnerships each Partnership and the General Partner agree to coordinate with MSSB MS 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 Interests made by any party other than MSSBMS, which would reasonably be deemed to affect MSSB’s MS’ compliance with applicable offering rules. MSSB MS shall make no offer or sale of any Interest 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 Interests. (hg) The General Partner shall be responsible for any applicable registration or qualification of the Interests under all applicable laws, rules or regulations of the United States and the states therein. The General Partner on behalf of the Partnerships each Partnership acknowledges that MSSB MS intends to offer the Interests in each state within the United States. The General Partner, at the applicable Partnership’s Partnerships’ expense, shall use reasonable efforts to register or qualify the Interests, if required, in each jurisdiction within the United States that the Interests are offered by MSSB MS or to make any filings required by applicable law in each jurisdiction within the United States in which the Interests are sold by MSSBMS. If the Interests may not be offered in any particular jurisdiction in the United States, the applicable Partnership Partnerships and the General Partner shall promptly notify MSSBMS. (ih) The Partnerships shall provide a reasonable quantity of copies of the Offering Materials and such other documents as MSSB MS is required to provide to prospective investors under this Agreement. If any Offering Materials are amended or supplemented, the General Partner shall promptly notify MSSBMS, and provide copies of such amendments or supplements in accordance with the preceding sentence. (ji) All subscriptions for Interests submitted by or through MSSB MS shall be subject to the General Partner’s approval, in its sole discretion. The General Partner and MSSB MS agree that the General Partner has the ultimate responsibility to determine whether a prospective investor meets all applicable private placement accreditation, minimum investment, and other regulatory requirements necessary to invest in a Partnershipthe Partnerships, provided, however, it is acknowledged by MSSB MS that the General Partner shall will reasonably rely upon due diligence conducted by MSSB MS on each prospective investor.

Offering and Sale of Interests. (a) a. MSSB shall deliver, deliver to each person to whom MSSB makes an offer of an Interest, the Offering DocumentsMaterials, as amended as of such time. (b) b. MSSB shall not make any offer of Interests on the basis of any communications or documents relating to any of the Partnerships or the Interests, except the Offering Materials, any other documents supplied or prepared by the General Partner on behalf of the Partnerships and delivered to MSSB by the General Partner for use in making an offer of Interests, or any other materials expressly approved for such use by the General Partner in writing (which shall include electronic mail). Subject to Section 98, the Partnerships and the General Partner shall provide MSSB copies of any Offering Documents for MSSB’s review and approval a commercially reasonable time prior to providing such Offering Documents to any limited partner for MSSB’s review and approvalpartner, which such approval shall not be unreasonably withheld. (c) Without the prior written consent of c. Each Partnership and the General Partner, MSSB shall Partner agree that the Partnerships will rely on Rule 506(b) under Regulation D as a safe harbor from registration under the Securities Act. The Placement Agent will not use any form of “general solicitation” or “general advertising” (within the meaning of Rule 502 502(c) of Regulation D under the Securities Act prior to the effective date of the final rules implementing Section 201(a) of the Jumpstart Our Business Startups Act) in making offers of Interests, 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. Placement Agent will not make any offer of Interests on the basis of any communications or documents relating to the Partnerships or the Interests, except the Offering Materials, any other documents supplied or prepared by the Partnership(s) or the General Partner and delivered to Placement Agent by the Partnerships or the General Partner for use in making an offer of Interests, or any other materials expressly approved for such use by the Partnerships or the General Partner. Notwithstanding the foregoing, each Partnership or the General Partner consent to the delivery of diligence reports that include, inter alia, information provided to and/or accurately derived from information provided by the General Partner, a Partnership or their affiliates to the Placement Agent and are prepared by MSSB, its affiliates or a third party (d“Manager Profiles”) to Placement Agent Clients without the review or approval of such Manager Profiles by the Partnerships or the General Partner. The Partnerships or the General Partner shall not provide to any Placement Agent Client any Offering Materials that have not been reviewed and approved by Placement Agent in writing. e. MSSB shall, in accordance with requirements of Regulation D under the Securities Act, reasonably believe immediately prior to making any offer or sale of Interests that any prospective investor solicited by MSSB is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D under the Securities Act, and meets such other eligibility criteria as are set forth in the Offering Documents. The Partnerships shall be responsible for the timely filing with the U.S. Securities and Exchange Commission (“SEC”) of any notices required by Rule 503 of Regulation D under the Securities Act. MSSB shall only solicit prospective investors in any jurisdiction in compliance with the marketing rules and private placement rules of such jurisdiction. (e) f. MSSB 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, MSSB represents and warrants that it has policies and procedures reasonably designed to ensure that it does not accept offer or maintain sell investments in the Partnerships, directly or indirectly, from a to any person, government, organization or entity (a) who is or becomes the subject in violation of a any sanctions program 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 regulationControl. (f) g. MSSB represents to the Partnerships as of the date hereof that MSSB is subject to the anti-money laundering regime of the United States and maintains anti-money laundering policies and procedures in compliance with applicable anti-money laundering legislation and regulations, as amended from time to time (the “Anti-Money Laundering Regime”). MSSB’s Anti-Money Laundering Regime includes a Customer Identification Program (“CIP”), which requires the performance of CIP due diligence in accordance with applicable Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”) requirements and regulatory guidance. MSSB represents that it shall be responsible for maintaining and performing anti-money laundering procedures in connection with the onboarding of Placement Agent Clients, which procedures shall, at a minimum, (1) identify and verify all potential investors, (2) require maintenance of records in relation to the verification of the identity of all potential investors and (3) provide for ongoing monitoring of all Placement Agent Clients. (g) h. MSSB shall be responsible for ensuring that any activities taken in connection with the sale of Interests in any jurisdiction outside of the United States shall be conducted in compliance with the private placement or other applicable offering rules of such jurisdiction; provided, however, that, the Partnerships and the General Partner agree to coordinate with MSSB 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 Interests made by any party other than MSSB, which would reasonably be deemed to affect MSSB’s compliance with applicable offering rules. MSSB shall make no offer or sale of any Interest 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 Interests. (h) i. The General Partner shall be responsible for any applicable registration or qualification of the Interests under all applicable laws, rules or regulations of the United States and the states therein. The General Partner on behalf of the Partnerships acknowledges that MSSB intends to offer the Interests in each state within the United States. The General Partner, at the applicable Partnership’s expense, shall use reasonable efforts to register or qualify the Interests, if required, in each jurisdiction within the United States that the Interests are offered by MSSB or to make any filings required by applicable law in each jurisdiction within the United States in which the Interests are sold by MSSB. If the Interests may not be offered in any particular jurisdiction in the United States, the applicable Partnership and the General Partner shall promptly notify MSSB. j. As a condition to the General Partner’s acceptance of a subscription by a Placement Agent Client, each Placement Agent Client will be required to agree to maintain an account with MSSB (each, an “MSSB Client Account”). MSSB agrees to (i) debit from each MSSB Client Account an amount necessary to satisfy each such Placement Agent Client’s obligation to fund any amount to be paid by the Placement Agent Client with respect to its Interest in a Partnership, as and when requested by such Partnership or the General Partner, (ii) to pay or transfer such debited amounts to the applicable Partnership or the General Partner (as provided by the General Partner, except that MSSB shall pay or transfer to itself or any of its affiliates an amount required to pay the upfront placement fee, if any); and (iii) credit or distribute to each MSSB Client Account the amount that is distributed to MSSB by the applicable Partnership or the General Partner in respect of such Placement Agent Client’s investment. Each Partnership and the General Partner agree to pay all distribution and withdrawal/redemption amounts to MSSB for further credit to each MSSB Client Account for which MSSB shall provide the appropriate wire instructions. For the avoidance of doubt, the foregoing provisions shall not limit any right of the Partnerships or the General Partner to seek payment directly from any Placement Agent Client in the event of the failure of such Placement Agent Client to make any contribution or other payment required pursuant to the applicable Partnership’s Offering Materials and the parties hereto agree that MSSB shall not be liable or responsible, as principal, guarantor or otherwise, to make any payments, cover any default or extend any credit, in the event of any such late payment or non-payment by a Placement Agent Client due to a Partnership, the General Partner or to any other party to which such payment may become due. k. The Partnerships shall provide a reasonable quantity of copies of the Offering Materials and such other documents as MSSB is required to provide to prospective investors under this Agreement. If any Offering Materials are amended or supplemented, the General Partner shall promptly notify MSSB, and provide copies of such amendments or supplements in accordance with the preceding sentence. (j) l. All subscriptions for Interests submitted by or through MSSB shall be subject to the General Partner’s approval, in its sole discretion. The General Partner and MSSB agree that the General Partner has the ultimate responsibility to determine whether a prospective investor meets all applicable private placement accreditation, minimum investment, and other regulatory requirements necessary to invest in a Partnership, provided, however, it is acknowledged by MSSB that the General Partner shall reasonably rely upon due diligence conducted by MSSB on each prospective investor.