Common use of Offering and Sale of Interests Clause in Contracts

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) The 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, as amended, and who meet the other eligibility requirements established by the Fund and set forth in the Offering Materials or communicated to the Selling Agent in writing. The Selling Agent may submit an Offeree Qualification Form for any qualified investor, as described in this Section 4, with which the Selling Agent and/or a Merrill Lynch Financial Advisor has had substantive business dxxxxxxx xxx xt least six months and believes that the Selling Agent and/or a Merrill Lynch Financial Advisor should have sufficient informaxxxx xx xx xxle to assess such qualified 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) The offers and sales of Interests are to be effected pursuant to the exemption from the registration requirements of the Securities Act, pursuant to Section 4(2) thereof and Regulation D under the Securities Act. Both the Selling Agent and the Fund have established the following procedures in connection with the offer and sale of Interests and agree that the Selling Agent will make offers or sales of any Interests in compliance with such procedures: (i) Offers and sales of Interests will be made only in compliance with Regulation D under the Securities Act, the FINRA rules and state securities laws and only to investors that qualify as "accredited investors," as defined in Rule 501(a) under the Securities Act, and as "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 Memorandum or as otherwise approved by the Board of Managers of the Fund (the "Board"). (iii) No offer or sale of any Interest shall be made in any state or jurisdiction, or to any prospective investor located in any state or jurisdiction, where 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 understood that the Selling Agent has no commitment with regard to the sale of the Interests other than to use its reasonable efforts and its good faith judgment in soliciting investments in the Interests. (d) The Selling Agent shall be under no obligation to continue to market the Interests if, in its sole judgment, it believes that doing so would be impracticable, uneconomical or inappropriate, in view of such considerations as it may feel relevant. (e) The Fund shall have the right, 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 Selling Agent shall take all such reasonable and appropriate actions such that the representations and warranties made herein by the Selling Agent remain true and accurate in all material respects, and shall promptly inform the Fund and the Manager in the event that the Selling 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. 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) The 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, as amended, and who meet the other eligibility requirements established by the Fund and set forth in the Offering Materials or communicated to the Selling Agent in writing. The Selling Agent may submit an Offeree Qualification Form for any qualified investor, as described in this Section 4, with which the Selling Agent and/or a Merrill Lynch Xxxxxxx Xxxxx Financial Advisor has had substantive business dxxxxxxx xxx xt dealings for at least six months and believes that the Selling Agent and/or a Merrill Lynch Xxxxxxx Xxxxx Financial Advisor should have sufficient informaxxxx xx xx xxle information to be able to assess such qualified 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) The offers and sales of Interests are to be effected pursuant to the exemption from the registration requirements of the Securities Act, pursuant to Section 4(2) thereof and Regulation D under the Securities Act. Both the Selling Agent and the Fund have established the following procedures in connection with the offer and sale of Interests and agree that the Selling Agent will make offers or sales of any Interests in compliance with such procedures: (i) Offers and sales of Interests will be made only in compliance with Regulation D under the Securities Act, the FINRA rules and state securities laws and only to investors that qualify as "accredited investors," as defined in Rule 501(a) under the Securities Act, and as "qualified clients," as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amendedAct. (ii) No sale of Interests to any one investor will be for less than the minimum denominations as may be specified in the Offering Memorandum or as otherwise approved by the Board of Managers of the Fund (the "Board"). (iii) No offer or sale of any Interest shall be made in any state or jurisdiction, or to any prospective investor located in any state or jurisdiction, where 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 understood that the Selling Agent has no commitment with regard to the sale of the Interests other than to use its reasonable efforts and its good faith judgment in soliciting investments in the Interests. (d) The Selling Agent shall be under no obligation to continue to market the Interests if, in its sole judgment, it believes that doing so would be impracticable, uneconomical or inappropriate, in view of such considerations as it may feel relevant. (e) The Fund shall have the right, 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 Selling Agent shall take all such reasonable and appropriate actions such that the representations and warranties made herein by the Selling Agent remain true and accurate in all material respects, and shall promptly inform the Fund and the Manager in the event that the Selling 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. 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) The 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, as amended, and who meet the other eligibility requirements established by the Fund and set forth in the Offering Materials or communicated to the Selling Agent in writing. The Selling Agent may submit an Offeree Qualification Form for any qualified investor, as described in this Section 4, with which the Selling Agent and/or a Merrill Lynch Xxxxxxx Xxxxx Financial Advisor has had substantive business dxxxxxxx xxx xt dealings for at least six months and believes that the the (b) Selling Agent and/or a Merrill Lynch Xxxxxxx Xxxxx Financial Advisor should have sufficient informaxxxx xx xx xxle information to be able to assess such qualified 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. (bc) The offers and sales of Interests are to be effected pursuant to the exemption from the registration requirements of the Securities Act, pursuant to Section 4(2) thereof and Regulation D under the Securities Act. Both the Selling Agent and the Fund have established the following procedures in connection with the offer and sale of Interests and agree that the Selling Agent will make offers or sales of any Interests in compliance with such procedures: (i) Offers and sales of Interests will be made only in compliance with Regulation D under the Securities Act, the FINRA rules and state securities laws and only to investors that qualify as "accredited investors," as defined in Rule 501(a) under the Securities Act, and as "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 Memorandum or as otherwise approved by the Board of Managers of the Fund (the "Board"). (iii) No offer or sale of any Interest shall be made in any state or jurisdiction, or to any prospective investor located in any state or jurisdiction, where 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. (cd) It is understood that the Selling Agent has no commitment with regard to the sale of the Interests other than to use its reasonable efforts and its good faith judgment in soliciting investments in the Interests. (de) The Selling Agent shall be under no obligation to continue to market the Interests if, in its sole judgment, it believes that doing so would be impracticable, uneconomical or inappropriate, in view of such considerations as it may feel relevant. (ef) The Fund shall have the right, 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. (fg) The Selling Agent shall take all such reasonable and appropriate actions such that the representations and warranties made herein by the Selling Agent remain true and accurate in all material respects, and shall promptly inform the Fund and the Manager in the event that the Selling Agent has any reason to believe that any such representation or warranty is no longer true and accurate in all material respects.