Common use of Placement of Interests Clause in Contracts

Placement of Interests. (a) Subject to the terms and conditions set forth herein, the Fund hereby appoints the Placement Agent as its placement agent in connection with the placement of Interests. Subject to the performance in all material respects by the Fund of its obligations hereunder, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Fund contained herein, the Placement Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts to find qualified applicants for Interests. The Placement Agent shall not have any liability to the Fund in the event that any applicant fails to consummate the purchase of Interests for any reason other than the Placement Agent’s willful misconduct or gross negligence. (b) Subject to applicable law and as requested by the Fund, the Fund will be offered by registered investment advisers and, additionally, by financial intermediaries with whom the Placement Agent shall have entered into agreements (“Servicing and Sub-Placement Agency Agreements”) (such financial intermediaries, together with such registered investment advisers, being referred to collectively herein as “Financial Intermediaries”). (c) The offers and sales of Interests are to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and Regulation D thereunder. Both the Placement Agent and the Fund have established the following procedures in connection with the offer and sale of Interests and agree that neither party will make offers or sales of any Interests except in compliance with such procedures: (i) Offers and sales of Interests will be made only in compliance with Regulation D and only to U.S. tax-exempt entities (as described below) that are reasonably believed to qualify as “accredited investors,” as defined in Rule 501(a) under the Securities Act and “qualified clients,” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended. (ii) Such U.S. tax-exempt entities include the following: (1) a pension, profit-sharing, or other employee benefit trust that is exempt from taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), by reason of qualification under Section 401 of the Code; (2) an employee benefit plan or other program established pursuant to Sections 403(b), 408(k) or 457 of the Code; (3) a deferred compensation plan established by a corporation, partnership, non-profit entity or state and local government, or government-sponsored program, in each case, which is generally exempt from U.S. federal income tax; (4) a foundation, endowment or other organization that is exempt from taxation under Section 501(c) of the Code (other than an organization exempt under Section 501(c)(1)); (5) an individual retirement account (“XXX”) (including regular XXX, spousal XXX for non-working spouse, Xxxx XXX and rollover XXX); or (6) a state college or university. (iii) No sale of Interests to any one investor will be for less than the minimum denominations as may be specified in the Memorandum or as the Fund shall advise. (iv) No offer or sale of any Interests 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. (d) All subscriptions for Interests shall be made through Financial Intermediaries or Registered Reps and directed to the Fund for acceptance and shall not be binding on the Fund until accepted by it. The Fund shall have the right to accept or reject any subscription in accordance with the terms of its governing documents and the Memorandum. The Fund shall give notice of such determination to the individual subscriber and the Financial Intermediary responsible for the subscription. (e) For purposes of the offering of Interests, the Fund will furnish to the Placement Agent copies of the Memorandum and Investor Application in such numbers as the Placement Agent may reasonably request for purposes of the offering. The Placement Agent shall authorize the Registered Reps and the Financial Intermediaries to furnish to prospective investors only such information concerning the Fund and the offering as may be contained in the Memorandum or any written supplements thereto.

Placement of Interests. (a) Subject to the terms and conditions set forth herein, the Fund hereby appoints the Placement Agent as its the Fund's non-exclusive placement agent in connection with the placement of Interests. The Placement Agent agrees and understands that the Fund may utilize other placement agents in connection with the sale of interests in the Fund. Subject to the performance in all material respects by each of the Fund and the Advisor of its obligations hereunder, and to the completeness and accuracy in all material respects of all of the representations and warranties of each of the Fund and the Advisor contained herein, the Placement Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its the Placement Agent's best efforts to find qualified applicants subscribers for InterestsInterests from among its clients (which includes any individual or entity (i) that has a brokerage account with the Placement Agent or an affiliate thereof or (ii) with whom a Placement Agent Financial Advisor has a substantial relationship) AND is introduced to the Fund by the Placement Agent or one of its employees ("Placement Agent Customers"). For purposes of this Agreement, the current subscribers of Interests in the Fund (as identified in Schedule II to this Agreement) shall be treated as Placement Agent Customers (and these interest holders will be referred to as "Transferred Accounts"). The Placement Agent shall not have any liability to the Fund or the Advisor in the event that any applicant Placement Agent Customer fails to consummate the purchase of Interests for any reason other than the Placement Agent’s 's willful misconduct or gross negligencenegligence or violation of applicable law. (b) Subject to applicable law and as requested by the Fund, the Fund will be offered by registered investment advisers and, additionally, by financial intermediaries with whom the Placement Agent shall have entered into agreements (“Servicing and Sub-Placement Agency Agreements”) (such financial intermediaries, together with such registered investment advisers, being referred to collectively herein as “Financial Intermediaries”). (c) The offers and sales of Interests are to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), pursuant to afforded by Section 4(2) thereof and Regulation D thereunderunder the Securities Act. Both The Placement Agent, the Placement Agent Fund and the Fund Advisor have established the following procedures in connection with the offer and sale of Interests and agree that neither no party hereto will make offers or sales of any Interests except in compliance with such procedures: (i) Offers and sales of Interests will be made only in compliance with Regulation D under the Securities Act and only to U.S. tax-exempt entities (as described below) investors that are the Placement Agent reasonably believed to believes qualify as “"accredited investors,” " as defined in Rule 501(a) under the Securities Act and “qualified clients,” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amendedAct. (ii) Such U.S. tax-exempt entities include the following: (1) a pension, profit-sharing, or other employee benefit trust that is exempt from taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), by reason of qualification under Section 401 of the Code; (2) an employee benefit plan or other program established pursuant to Sections 403(b), 408(k) or 457 of the Code; (3) a deferred compensation plan established by a corporation, partnership, non-profit entity or state and local government, or government-sponsored program, in each case, which is generally exempt from U.S. federal income tax; (4) a foundation, endowment or other organization that is exempt from taxation under Section 501(c) of the Code (other than an organization exempt under Section 501(c)(1)); (5) an individual retirement account (“XXX”) (including regular XXX, spousal XXX for non-working spouse, Xxxx XXX and rollover XXX); or (6) a state college or university. (iii) No sale of Interests to any one investor will be for less than the minimum denominations as may be specified in the Memorandum or as Memorandum, unless such requirement is waived by the Fund shall adviseAdvisor in its sole discretion. (iviii) No offer or sale of any Interests 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 of such jurisdiction unless such Interests are exempt from the registration or qualification requirements of such laws. (div) All subscriptions for Sales of Interests shall will be made through Financial Intermediaries or Registered Reps and directed only to investors that the Fund for acceptance and shall not be binding on Placement Agent reasonably believes are "qualified clients" as defined in Rule 205-3 under the Fund until accepted by it. The Fund shall have Investment Advisers Act of 1940, as amended (the right to accept or reject any subscription in accordance with the terms of its governing documents and the Memorandum. The Fund shall give notice of such determination to the individual subscriber and the Financial Intermediary responsible for the subscription"Advisers Act"). (ev) Sales of Interests will be made in compliance with the USA PATRIOT Act of 2001 (the "Patriot Act") and the rules and regulations promulgated thereunder. (c) For purposes of the offering of Interests, the Fund will furnish to the Placement Agent copies of the Memorandum and Investor Application subscription documentation which shall be furnished to prospective investors. Additional copies will be furnished in such numbers as the Placement Agent may reasonably request for purposes of the offering. The Placement Agent shall authorize the Registered Reps and the Financial Intermediaries is authorized to furnish to prospective investors only such information concerning the Fund and the offering as may be contained in the Memorandum or any written supplements thereto, or any materials authorized by the Fund and the Advisor (such authorization to be in writing if the materials were prepared by the Placement Agent) for use in connection with the offering or sale of Interests to Placement Agent Customers (all such materials, together with the Memorandum, being referred to herein as the "Offering Material"), and such other materials as the Placement Agent has prepared with the prior written approval of the Fund and the Advisor.

Placement of Interests. (a) Subject to the terms and conditions set forth herein, the Fund hereby appoints the Placement Agent as its placement agent in connection with the placement of Interests. Subject to the performance in all material respects by the Fund of its obligations hereunder, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Fund contained herein, the Placement Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts to find qualified applicants for Interests. The Placement Agent shall not have any liability to the Fund in the event that any applicant fails to consummate the purchase of Interests for any reason other than the Placement Agent’s willful misconduct or gross negligence. (b) Subject to applicable law and as requested by the Fund, the Fund will be offered by registered investment advisers and, additionally, by financial intermediaries with whom the Placement Agent shall have entered into agreements (“Servicing and Sub-Placement Agency Agreements”) (such financial intermediaries, together with such registered investment advisers, being referred to collectively herein as “Financial Intermediaries”). (c) The offers and sales of Interests are to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and Regulation D thereunder. Both the Placement Agent and the Fund have established the following procedures in connection with the offer and sale of Interests and agree that neither party will make offers or sales of any Interests except in compliance with such procedures: (i) Offers and sales of Interests will be made only in compliance with Regulation D and only to U.S. tax-exempt entities (as described below) investors that are reasonably believed to qualify as “accredited investors,” as defined in Rule 501(a) under the Securities Act and “qualified clients,” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended. (ii) Such U.S. tax-exempt entities include the following: (1) a pension, profit-sharing, or other employee benefit trust that is exempt from taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), by reason of qualification under Section 401 of the Code; (2) an employee benefit plan or other program established pursuant to Sections 403(b), 408(k) or 457 of the Code; (3) a deferred compensation plan established by a corporation, partnership, non-profit entity or state and local government, or government-sponsored program, in each case, which is generally exempt from U.S. federal income tax; (4) a foundation, endowment or other organization that is exempt from taxation under Section 501(c) of the Code (other than an organization exempt under Section 501(c)(1)); (5) an individual retirement account (“XXX”) (including regular XXX, spousal XXX for non-working spouse, Xxxx XXX and rollover XXX); or (6) a state college or university. (iii) No sale of Interests to any one investor will be for less than the minimum denominations as may be specified in the Memorandum or as the Fund shall advise. (iviii) No offer or sale of any Interests 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. (d) All subscriptions for Interests shall be made through Financial Intermediaries or Registered Reps and directed to the Fund for acceptance and shall not be binding on the Fund until accepted by it. The Fund shall have the right to accept or reject any subscription in accordance with the terms of its governing documents and the Memorandum. The Fund shall give notice of such determination to the individual subscriber and the Financial Intermediary responsible for the subscription. (e) For purposes of the offering of Interests, the Fund will furnish to the Placement Agent copies of the Memorandum and Investor Application in such numbers as the Placement Agent may reasonably request for purposes of the offering. The Placement Agent shall authorize the Registered Reps and the Financial Intermediaries to furnish to prospective investors only such information concerning the Fund and the offering as may be contained in the Memorandum or any written supplements thereto.

Placement of Interests. (a) Subject to the terms and conditions set forth hereinin this Agreement, the Fund we hereby appoints the Placement Agent appoint you as its a sub-placement agent in connection with the placement of Interests. This appointment is non-exclusive and we may appoint at any time and from time to time other sub-placement agents in our sole discretion. Subject to the performance in all material respects by the Fund of its our obligations hereunderunder this Agreement, and to the completeness and accuracy in all material respects of all of the our representations and warranties of the Fund contained hereinin this Agreement, the Placement Agent you hereby accepts accept such agency and agrees agree on the terms and conditions herein set forth in this Agreement to use its your best efforts to find qualified applicants subscribers for InterestsInterests and to use all reasonable efforts to assist us in obtaining performance by each subscriber. The Placement Agent shall You will not have any liability to us or to the Fund Partnership in the event that any applicant subscriber fails to consummate the purchase of Interests for any reason other than the Placement Agent’s your willful misconduct or gross negligence. (b) Subject to applicable law and as requested by the Fund, the Fund will be offered by registered investment advisers and, additionally, by financial intermediaries with whom the Placement Agent shall have entered into agreements (“Servicing and Sub-Placement Agency Agreements”) (such financial intermediaries, together with such registered investment advisers, being referred to collectively herein as “Financial Intermediaries”). (c) The offers and sales of Interests are to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended 1933 (the “"Securities Act”"), pursuant to Section 4(2) thereof and and/or Regulation D thereunderof/under that Act. Both You agree that you will make no offers or sales of Interests, except in compliance with the Placement Agent and the Fund have established the following procedures set out below in connection with the offer and sale of Interests and agree that neither party will make offers or sales of any Interests except in compliance with such procedures:Interests. (i) Offers and sales of Interests will be made only in compliance with Section 4(2) and/or Regulation D of/under the Securities Act and only to U.S. tax-exempt entities (as described below) investors that are reasonably believed to qualify as “"accredited investors,” " as defined in Rule 501(a) under that Act. (ii) Sales of Interests will be made only to investors that qualify as "qualified eligible persons," as defined in Rule 4.7 under the Securities Act Commodity Exchange Act, and “as "qualified clients,” " as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended. (ii) Such U.S. tax-exempt entities include the following: (1) a pension, profit-sharing, or other employee benefit trust that is exempt from taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), by reason of qualification under Section 401 of the Code; (2) an employee benefit plan or other program established pursuant to Sections 403(b), 408(k) or 457 of the Code; (3) a deferred compensation plan established by a corporation, partnership, non-profit entity or state and local government, or government-sponsored program, in each case, which is generally exempt from U.S. federal income tax; (4) a foundation, endowment or other organization that is exempt from taxation under Section 501(c) of the Code (other than an organization exempt under Section 501(c)(1)); (5) an individual retirement account (“XXX”) (including regular XXX, spousal XXX for non-working spouse, Xxxx XXX and rollover XXX); or (6) a state college or university. (iii) No sale of Interests to any one investor purchaser will be for less than the minimum denominations as may be specified in the Memorandum Memorandum; provided, -------- that the General Partner may from time to time vary such minimum denominations with respect to individual investors or as the Fund shall advisecategories of investors. (iv) No offer or sale of any Interests shall may be made in any state or foreign jurisdiction, or to any prospective investor located in any state or foreign jurisdiction, where such Interests have not been registered or qualified for offer and sale under applicable state or foreign securities laws unless such Interests are exempt from the registration or qualification requirements of such laws. (d) All subscriptions for Interests shall be made through Financial Intermediaries or Registered Reps and directed to the Fund for acceptance and shall not be binding on the Fund until accepted by it. The Fund shall have the right to accept or reject any subscription in accordance with the terms of its governing documents and the Memorandum. The Fund shall give notice of such determination to the individual subscriber and the Financial Intermediary responsible for the subscription. (ec) For purposes of the offering of Interests, the Fund will furnish we have furnished to the Placement Agent you copies of the Memorandum and Investor Application subscription documentation that will be furnished to prospective investors. Additional copies will be furnished in such numbers as the Placement Agent you may reasonably request for purposes of the offering. The Placement Agent shall authorize the Registered Reps and the Financial Intermediaries You are authorized to furnish to prospective investors purchasers only such information concerning the Fund Partnership and the offering as may be contained in the Memorandum or any written supplements thereto, and such other materials that we have furnished to you or that you have prepared and we have reviewed and approved. You will keep a record of each prospective investor to which you furnish a copy of the Memorandum and will promptly provide us with such records at any time upon our written request.

Placement of Interests. (a) Subject to the terms and conditions set forth hereinin this Agreement, the Fund Partnership hereby appoints the Placement Agent you as its a placement agent in connection with the placement of Interests. This appointment is non-exclusive and we may appoint at any time and from time to time other placement agents in our sole discretion. Subject to the performance in all material respects by the Fund Partnership of its obligations hereunderunder this Agreement, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Fund Partnership contained hereinin this Agreement, the Placement Agent you hereby accepts accept such agency and agrees agree on the terms and conditions herein set forth in this Agreement to use its your best efforts to find qualified applicants subscribers for InterestsInterests and to use all reasonable efforts to assist the Partnership in obtaining performance by each subscriber. The Placement Agent shall You will not have any liability to the Fund Partnership in the event that any applicant subscriber fails to consummate the purchase of Interests for any reason other than the Placement Agent’s your willful misconduct or gross negligence. (b) Subject to applicable law and as requested by the Fund, the Fund will be offered by registered investment advisers and, additionally, by financial intermediaries with whom the Placement Agent shall have entered into agreements (“Servicing and Sub-Placement Agency Agreements”) (such financial intermediaries, together with such registered investment advisers, being referred to collectively herein as “Financial Intermediaries”). (c) The offers and sales of Interests are to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended 1933 (the “"Securities Act”"), pursuant to Section 4(2) thereof and and/or Regulation D thereunderof/under that Act. Both the Placement Agent you and the Fund Partnership have established the following procedures in connection with the offer and sale of Interests and agree that neither party of you will make offers or sales of any Interests except in compliance with such procedures: (i) Offers and sales of Interests will be made only in compliance with Section 4(2) and/or Regulation D of/under the Securities Act and only to U.S. tax-exempt entities (as described below) investors that are reasonably believed to qualify as “"accredited investors,” " as defined in Rule 501(a) under that Act. (ii) Sales of Interests will be made only to investors that qualify as "qualified eligible persons," as defined in Rule 4.7 under the Securities Act Commodity Exchange Act, and “as "qualified clients,” " as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended. (ii) Such U.S. tax-exempt entities include the following: (1) a pension, profit-sharing, or other employee benefit trust that is exempt from taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), by reason of qualification under Section 401 of the Code; (2) an employee benefit plan or other program established pursuant to Sections 403(b), 408(k) or 457 of the Code; (3) a deferred compensation plan established by a corporation, partnership, non-profit entity or state and local government, or government-sponsored program, in each case, which is generally exempt from U.S. federal income tax; (4) a foundation, endowment or other organization that is exempt from taxation under Section 501(c) of the Code (other than an organization exempt under Section 501(c)(1)); (5) an individual retirement account (“XXX”) (including regular XXX, spousal XXX for non-working spouse, Xxxx XXX and rollover XXX); or (6) a state college or university. (iii) No sale of Interests to any one investor Purchaser will be for less than the minimum denominations as may be specified in the Memorandum Memorandum; provided, that the general partner of the Partnership (the "General Partner") may from time to time vary such minimum denominations with respect to individual investors or as the Fund shall advisecategories of investors. (iv) No offer or sale of any Interests shall Interest may be made in any state or foreign jurisdiction, or to any prospective investor located in any state or foreign jurisdiction, where such Interests have not been registered or qualified for offer and sale under applicable state or foreign securities laws unless such Interests are exempt from the registration or qualification requirements of such laws. (d) All subscriptions for Interests shall be made through Financial Intermediaries or Registered Reps and directed to the Fund for acceptance and shall not be binding on the Fund until accepted by it. The Fund shall have the right to accept or reject any subscription in accordance with the terms of its governing documents and the Memorandum. The Fund shall give notice of such determination to the individual subscriber and the Financial Intermediary responsible for the subscription. (ec) For purposes of the offering of Interests, the Fund will furnish Partnership has furnished to the Placement Agent you copies of the Memorandum and Investor Application subscription documentation that will be furnished to prospective investors. Additional copies will be furnished in such numbers as the Placement Agent you may reasonably request for purposes of the offering. The Placement Agent shall authorize the Registered Reps and the Financial Intermediaries You are authorized to furnish to prospective investors purchasers only such information concerning the Fund Partnership and the offering as may be contained in the Memorandum or any written supplements thereto, and such other materials as you have prepared and we have reviewed and approved. You will keep a record of each prospective investor to which you furnish a copy of the Memorandum and will promptly provide us with such records at any time upon our written request.

Placement of Interests. (a) Subject to the terms and conditions set forth hereinin this Agreement, the Fund hereby appoints the Placement Agent you as its a placement agent in connection with the placement of Interests. Subject to the performance in all material respects by the Fund of its obligations hereunderunder this Agreement, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Fund contained hereinin this Agreement, you accept such agency, subject to the Placement Agent hereby accepts such agency requirements of your duty to each Lender as securities lending agent, and agrees agree on the terms and conditions herein set forth out in this Agreement to use its best efforts qualify subscribers for Interests and to find qualified applicants for Interestsfacilitate the investment of Lender's cash collateral in the Fund. The Placement Agent shall You will not have any liability to the Fund in the event that any applicant subscriber fails to consummate the purchase of Interests an Interest for any reason other than the Placement Agent’s your willful misconduct misfeasance, bad faith, negligence or gross negligencereckless disregard of your duties under this Agreement. (b) Subject to applicable law and as requested by the Fund, the Fund will be offered by registered investment advisers and, additionally, by financial intermediaries with whom the Placement Agent shall have entered into agreements (“Servicing and Sub-Placement Agency Agreements”) (such financial intermediaries, together with such registered investment advisers, being referred to collectively herein as “Financial Intermediaries”). (c) The offers and sales of Interests are to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended 1933 (the “"Securities Act”"), pursuant to Section 4(2) thereof of that Act and Regulation D thereunderunder that Act. Both the Placement Agent you and the Fund have established the following procedures in connection with the offer offers and sale sales of Interests and agree that neither party of you will make offers or sales of any Interests except in compliance with such procedures: (i) Offers and sales of Interests will be made only in compliance with Section 4(2) of the Securities Act and Regulation D under that Act and only to U.S. tax-exempt entities (as described below) investors that are reasonably believed to qualify as “"accredited investors,” " as defined in Rule 501(a) under the Securities Act and “qualified clients,” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amendedthat Act. (ii) Such U.S. tax-exempt entities include the following: (1) a pension, profit-sharing, or other employee benefit trust that is exempt from taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), by reason of qualification under Section 401 of the Code; (2) an employee benefit plan or other program established pursuant to Sections 403(b), 408(k) or 457 of the Code; (3) a deferred compensation plan established by a corporation, partnership, non-profit entity or state and local government, or government-sponsored program, in each case, which is generally exempt from U.S. federal income tax; (4) a foundation, endowment or other organization that is exempt from taxation under Section 501(c) of the Code (other than an organization exempt under Section 501(c)(1)); (5) an individual retirement account (“XXX”) (including regular XXX, spousal XXX for non-working spouse, Xxxx XXX and rollover XXX); or (6) a state college or university. (iii) No sale of Interests an Interest to any one investor will be for less than the minimum denominations as may be specified in the Memorandum Prospectus; provided, that X.X. Xxxxxx Investment Management Inc., the Fund's Manager ("JPMIM") may from time to time vary such minimum denominations with respect to individual investors or as the Fund shall advisecategories of investors. (iviii) No offer or sale of any Interests shall an Interest may be made in any state or foreign jurisdiction, or to any prospective investor located in any state or foreign jurisdiction, where such Interests have Interest has not been registered or qualified for offer and sale under applicable state or foreign securities laws unless such Interests are Interest is exempt from the registration or qualification requirements of such laws. In all instances, the Fund will inform you of the permissible states and foreign jurisdictions with respect to offers and sales of Interests. No offers or sales of Interests may be made in any jurisdiction without the Fund's advance approval. (d) All subscriptions for Interests shall be made through Financial Intermediaries or Registered Reps and directed to the Fund for acceptance and shall not be binding on the Fund until accepted by it. The Fund shall have the right to accept or reject any subscription in accordance with the terms of its governing documents and the Memorandum. The Fund shall give notice of such determination to the individual subscriber and the Financial Intermediary responsible for the subscription. (ec) For purposes of the offering of Interests, the Fund will furnish has furnished to the Placement Agent you copies of the Memorandum Prospectus and Investor Application subscription documentation that will be furnished to prospective investors. Additional copies will be furnished in such numbers as the Placement Agent you may reasonably request for purposes of the offering. The Placement Agent shall authorize the Registered Reps and the Financial Intermediaries You are authorized to furnish to prospective investors only such information concerning the Fund and the offering as may be contained in the Memorandum Prospectus or any written supplements theretoto the Prospectus, and such other materials as you have prepared and we have reviewed and approved. You will be responsible for the accuracy of any such other materials which you provide to prospective investors and you will ensure that all such other materials are in compliance with all applicable laws and regulations in all relevant states and jurisdictions. You will keep a record of each prospective investor to which or to whom you furnish a copy of the Prospectus or other materials and will promptly provide us with such records at any time upon our written request.

Placement of Interests. (a) Subject to the terms and conditions set forth herein, the Fund Company hereby appoints the Placement Agent UST as its placement agent in connection with the placement of Interests. Subject to the performance in all material respects by the Fund Company of its obligations hereunder, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Fund Company contained herein, the Placement Agent UST hereby accepts such agency and agrees on the terms and conditions herein set forth to offer Interests to qualified subscribers. UST shall have the right hereunder to retain other securities dealers ("Sub-Agents") to conduct such solicitation and agrees to use its best all reasonable efforts to find qualified applicants for Interestsassist the Company in obtaining performance by each subscriber. The Placement Each Sub-Agent shall give UST in a separate Sub-Agency Agreement representations and warranties substantially similar to those contained in Section 8 of this Agreement. UST agrees (and will ensure that each Sub-Agent agrees) that Interests shall be offered and sold only in accordance with the terms and conditions set forth in this Agreement (or Sub-Agency Agreement) and the Offering Documents. UST shall not have any liability to the Fund Company in the event that any applicant subscriber fails to consummate the purchase of Interests for any reason other than the Placement Agent’s UST's willful misconduct misfeasance, bad faith, gross negligence or gross negligencereckless disregard of its duties hereunder. (b) Subject to applicable law and as requested by the Fund, the Fund will be offered by registered investment advisers and, additionally, by financial intermediaries with whom the Placement Agent shall have entered into agreements (“Servicing and Sub-Placement Agency Agreements”) (such financial intermediaries, together with such registered investment advisers, being referred to collectively herein as “Financial Intermediaries”). (c) The offers and sales of Interests are to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), pursuant to Section 4(2) thereof and Regulation D thereunderunder the Securities Act. Both the Placement Agent UST and the Fund Company have established the following procedures in connection with the offer and sale of Interests and agree that neither party UST will make offers or sales of any Interests except in compliance with such procedures: (i) Offers and sales of Interests will be made only in compliance with Regulation D under the Securities Act and only to U.S. tax-exempt entities (as described below) investors that are reasonably believed to qualify as “"accredited investors,” " as defined in Rule 501(a) under the Securities Act Act, and “as "qualified clients,” " as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended. (ii) Such U.S. tax-exempt entities include the following: (1) a pension, profit-sharing, or other employee benefit trust that is exempt from taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), by reason of qualification under Section 401 of the Code; (2) an employee benefit plan or other program established pursuant to Sections 403(b), 408(k) or 457 of the Code; (3) a deferred compensation plan established by a corporation, partnership, non-profit entity or state and local government, or government-sponsored program, in each case, which is generally exempt from U.S. federal income tax; (4) a foundation, endowment or other organization that is exempt from taxation under Section 501(c) of the Code (other than an organization exempt under Section 501(c)(1)); (5) an individual retirement account (“XXX”) (including regular XXX, spousal XXX for non-working spouse, Xxxx XXX and rollover XXX); or (6) a state college or university. (iii) No sale of Interests to any one investor will be for less than the minimum denominations as may be specified in the Confidential Memorandum or as otherwise approved by the Fund shall adviseBoard of Managers of the Company (the "Board"). (iviii) No offer or sale of any Interests 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. (d) All subscriptions for Interests shall be made through Financial Intermediaries or Registered Reps and directed to the Fund for acceptance and shall not be binding on the Fund until accepted by it. The Fund shall have the right to accept or reject any subscription in accordance with the terms of its governing documents and the Memorandum. The Fund shall give notice of such determination to the individual subscriber and the Financial Intermediary responsible for the subscription. (ec) For purposes of the offering of Interests, the Fund will furnish Company has furnished to the Placement Agent UST copies of the Memorandum and Investor Application Offering Documents which UST shall furnish to prospective investors. Additional copies of the Offering Documents will be furnished to UST by the Company in such numbers as the Placement Agent UST may reasonably request for purposes of the offering. The Placement Agent shall authorize the Registered Reps and the Financial Intermediaries UST is authorized to furnish to prospective investors purchasers only such information concerning the Fund Company and the offering as may be contained in the Memorandum Offering Documents or any written supplements thereto, and such other materials as UST has prepared and which comply with applicable laws and regulations, including the rules of the National Association of Securities Dealers, Inc. (the "NASD").

Placement of Interests. (a) Subject to the terms and conditions set forth herein, the Fund hereby appoints the Placement Agent as its placement agent in connection with the placement of Interests. Subject to the performance in all material respects by the Fund of its obligations hereunder, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Fund contained herein, the Placement Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts to find qualified applicants for Interests. The Placement Agent shall not have any liability to the Fund in the event that any applicant fails to consummate the purchase of Interests for any reason other than the Placement Agent’s willful misconduct or gross negligence. (b) Subject to applicable law and as requested by the Fund, the Fund will be offered by registered investment advisers and, additionally, by financial intermediaries with whom the Placement Agent shall have entered into agreements (“Servicing and Sub-Placement Agency Agreements”) (such financial intermediaries, together with such registered investment advisers, being referred to collectively herein as “Financial Intermediaries”). (c) The offers and sales of Interests are to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(24(a)(2) thereof and Regulation D thereunder. Both the Placement Agent and the Fund have established the following procedures in connection with the offer and sale of Interests and agree that neither party will make offers or sales of any Interests except in compliance with such procedures: (i) Offers and sales of Interests will be made only in compliance with Regulation D and only to U.S. tax-exempt entities (as described below) investors that are reasonably believed to qualify as “accredited investors,” as defined in Rule 501(a) under the Securities Act and “qualified clients,” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended. (ii) Such U.S. tax-exempt entities include the following: (1) a pension, profit-sharing, or other employee benefit trust that is exempt from taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), by reason of qualification under Section 401 of the Code; (2) an employee benefit plan or other program established pursuant to Sections 403(b), 408(k) or 457 of the Code; (3) a deferred compensation plan established by a corporation, partnership, non-profit entity or state and local government, or government-sponsored program, in each case, which is generally exempt from U.S. federal income tax; (4) a foundation, endowment or other organization that is exempt from taxation under Section 501(c) of the Code (other than an organization exempt under Section 501(c)(1)); (5) an individual retirement account (“XXX”) (including regular XXX, spousal XXX for non-working spouse, Xxxx XXX and rollover XXX); or (6) a state college or university. (iii) No sale of Interests to any one investor will be for less than the minimum denominations as may be specified in the Memorandum or as the Fund shall advise. (iviii) No offer or sale of any Interests 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. (d) All subscriptions for Interests shall be made through Financial Intermediaries or Registered Reps and directed to the Fund for acceptance and shall not be binding on the Fund until accepted by it. The Fund shall have the right to accept or reject any subscription in accordance with the terms of its governing documents and the Memorandum. The Fund shall give notice of such determination to the individual subscriber and the Financial Intermediary responsible for the subscription. (e) For purposes of the offering of Interests, the Fund will furnish to the Placement Agent copies of the Memorandum and Investor Application in such numbers as the Placement Agent may reasonably request for purposes of the offering. The Placement Agent shall authorize the Registered Reps and the Financial Intermediaries to furnish to prospective investors only such information concerning the Fund and the offering as may be contained in the Memorandum or any written supplements thereto.

Placement of Interests. (a) Subject to the terms and conditions set forth hereinin this Agreement, the Fund hereby appoints the Placement Agent you as its a placement agent in connection with the placement of InterestsInterests in accordance with the terms of this Agreement. This appointment is non-exclusive and we may appoint at any time and from time to time other placement agents in our sole discretion. Subject to the performance in all material respects by the Fund of its obligations hereunderunder this Agreement, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Fund contained hereinin this Agreement, the Placement Agent hereby accepts you accept such agency and agrees agree on the terms and conditions herein set forth out in this Agreement to use its your best efforts to find qualified applicants subscribers for Interests. The Placement Agent shall not have any liability Interests and to use all reasonable efforts to assist the Fund in the event that any applicant fails to consummate the purchase of Interests for any reason other than the Placement Agent’s willful misconduct or gross negligenceobtaining performance by each subscriber. (b) Subject to applicable law and as requested by the Fund, the Fund will be offered by registered investment advisers and, additionally, by financial intermediaries with whom the Placement Agent shall have entered into agreements (“Servicing and Sub-Placement Agency Agreements”) (such financial intermediaries, together with such registered investment advisers, being referred to collectively herein as “Financial Intermediaries”). (c) The offers and sales of Interests are to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended 1933 (the “Securities Act”), pursuant to Section 4(2) thereof and of that Act and/or Regulation D thereunderunder that Act. Both the Placement Agent you and the Fund have established the following procedures in connection with the offer offers and sale sales of Interests and agree that neither party of you will make offers or sales of any Interests except in compliance with such procedures: (i) Offers and sales of Interests will be made only in compliance with Section 4(2) of the Securities Act and/or Regulation D under that Act and only to U.S. tax-exempt entities (as described below) investors that are reasonably believed to qualify as “accredited investors,” as defined in Rule 501(a) under the Securities Act and that Act. (ii) Sales of Interests will be made only to investors that qualify as “qualified clients,” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended. (ii) Such U.S. tax-exempt entities include the following: (1) a pension, profit-sharing, or other employee benefit trust that is exempt from taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), by reason of qualification under Section 401 of the Code; (2) an employee benefit plan or other program established pursuant to Sections 403(b), 408(k) or 457 of the Code; (3) a deferred compensation plan established by a corporation, partnership, non-profit entity or state and local government, or government-sponsored program, in each case, which is generally exempt from U.S. federal income tax; (4) a foundation, endowment or other organization that is exempt from taxation under Section 501(c) of the Code (other than an organization exempt under Section 501(c)(1)); (5) an individual retirement account (“XXX”) (including regular XXX, spousal XXX for non-working spouse, Xxxx XXX and rollover XXX); or (6) a state college or university. (iii) No sale of Interests to any one investor will be for less than the minimum denominations as may be specified in the Memorandum or as Memorandum; provided, that the Fund shall advisemay from time to time vary such minimum denominations with respect to individual investors or categories of investors. (iv) No offer or sale of any Interests shall may be made in any state or foreign jurisdiction, or to any prospective investor located in any state or foreign jurisdiction, where such Interests have not been registered or qualified for offer and sale under applicable state or foreign securities laws unless such Interests are exempt from the registration or qualification requirements of such laws. In all instances, the Fund will inform you of the permissible states and foreign jurisdictions with respect to offers and sales of Interests. No offers or sales of Interests may be made in any other jurisdiction without the Fund’s advance approval. (d) All subscriptions for Interests shall be made through Financial Intermediaries or Registered Reps and directed to the Fund for acceptance and shall not be binding on the Fund until accepted by it. The Fund shall have the right to accept or reject any subscription in accordance with the terms of its governing documents and the Memorandum. The Fund shall give notice of such determination to the individual subscriber and the Financial Intermediary responsible for the subscription. (ec) For purposes of the offering of Interests, the Fund will furnish has furnished to the Placement Agent you copies of the Memorandum and Investor Application subscription documentation that will be furnished to prospective investors. Additional copies will be furnished in such numbers as the Placement Agent you may reasonably request for purposes of the offering. The Placement Agent shall authorize the Registered Reps and the Financial Intermediaries You are authorized to furnish to prospective investors only such information concerning the Fund and the offering as may be contained in the Memorandum or any written supplements theretoto the Memorandum, or in any executive summary, “flip book” or other materials relating to the Fund, in each case as we have prepared or as you have prepared and we have reviewed and approved (our approval of any such other materials shall not relieve you of your obligation to ensure the accuracy of any such other materials, except to the extent you rely on information provided by the Fund in preparing such materials, or of your obligation to ensure that your use of all materials is in compliance with all applicable U.S. laws and regulations). You will keep a record of each prospective investor to which or to whom you furnish a copy of the Memorandum or other materials and will promptly provide us with such records at any time upon our written request.

Placement of Interests. (a) Subject to the terms and conditions set forth hereinin this Agreement, the Fund hereby appoints the Placement Agent you as its a placement agent in connection with the placement of InterestsInterests in accordance with the terms of this Agreement. This appointment is non-exclusive and we may appoint at any time and from time to time other placement agents in our sole discretion. Subject to the performance in all material respects by the Fund of its obligations hereunderunder this Agreement, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Fund contained hereinin this Agreement, the Placement Agent hereby accepts you accept such agency and agrees agree on the terms and conditions herein set forth out in this Agreement to use its your best efforts to find qualified applicants subscribers for Interests. The Placement Agent shall not have any liability Interests and to use all reasonable efforts to assist the Fund in the event that any applicant fails to consummate the purchase of Interests for any reason other than the Placement Agent’s willful misconduct or gross negligenceobtaining performance by each subscriber. (b) Subject to applicable law and as requested by the Fund, the Fund will be offered by registered investment advisers and, additionally, by financial intermediaries with whom the Placement Agent shall have entered into agreements (“Servicing and Sub-Placement Agency Agreements”) (such financial intermediaries, together with such registered investment advisers, being referred to collectively herein as “Financial Intermediaries”). (c) The offers and sales of Interests are to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended 1933 (the “Securities Act”), pursuant to Section 4(2) thereof and of that Act and/or Regulation D thereunderunder that Act. Both the Placement Agent you and the Fund have established the following procedures in connection with the offer offers and sale sales of Interests and agree that neither party of you will make offers or sales of any Interests except in compliance with such procedures: (i) Offers and sales of Interests will be made only in compliance with Section 4(2) of the Securities Act and/or Regulation D under that Act and only to U.S. tax-exempt entities (as described below) investors that are reasonably believed to qualify as “accredited investors,” as defined in Rule 501(a) under the Securities Act and that Act. (ii) Sales of Interests will be made only to investors that qualify as “qualified clients,” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended. (ii) Such U.S. tax-exempt entities include the following: (1) a pension, profit-sharing, or other employee benefit trust that is exempt from taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), by reason of qualification under Section 401 of the Code; (2) an employee benefit plan or other program established pursuant to Sections 403(b), 408(k) or 457 of the Code; (3) a deferred compensation plan established by a corporation, partnership, non-profit entity or state and local government, or government-sponsored program, in each case, which is generally exempt from U.S. federal income tax; (4) a foundation, endowment or other organization that is exempt from taxation under Section 501(c) of the Code (other than an organization exempt under Section 501(c)(1)); (5) an individual retirement account (“XXX”) (including regular XXX, spousal XXX for non-working spouse, Xxxx XXX and rollover XXX); or (6) a state college or university. (iii) No sale of Interests to any one investor will be for less than the minimum denominations as may be specified in the Memorandum Memorandum; provided, that the Managing Member may from time to time vary such minimum denominations with respect to individual investors or as the Fund shall advisecategories of investors. (iv) No offer or sale of any Interests shall may be made in any state or foreign jurisdiction, or to any prospective investor located in any state or foreign jurisdiction, where such Interests have not been registered or qualified for offer and sale under applicable state or foreign securities laws unless such Interests are exempt from the registration or qualification requirements of such laws. In all instances, the Fund will inform you of the permissible states and foreign jurisdictions with respect to offers and sales of Interests. No offers or sales of Interests may be made in any other jurisdiction without the Fund’s advance approval. (d) All subscriptions for Interests shall be made through Financial Intermediaries or Registered Reps and directed to the Fund for acceptance and shall not be binding on the Fund until accepted by it. The Fund shall have the right to accept or reject any subscription in accordance with the terms of its governing documents and the Memorandum. The Fund shall give notice of such determination to the individual subscriber and the Financial Intermediary responsible for the subscription. (ec) For purposes of the offering of Interests, the Fund will furnish has furnished to the Placement Agent you copies of the Memorandum and Investor Application subscription documentation that will be furnished to prospective investors. Additional copies will be furnished in such numbers as the Placement Agent you may reasonably request for purposes of the offering. The Placement Agent shall authorize the Registered Reps and the Financial Intermediaries You are authorized to furnish to prospective investors only such information concerning the Fund and the offering as may be contained in the Memorandum or any written supplements theretoto the Memorandum, or in any executive summary, “flip book” or other materials relating to the Fund, in each case as we have prepared or as you have prepared and we have reviewed and approved (our approval of any such other materials shall not relieve you of your obligation to ensure the accuracy of any such other materials, except to the extent you rely on information provided by the Fund in preparing such materials, or of your obligation to ensure that your use of all materials is in compliance with all applicable U.S. laws and regulations). You will keep a record of each prospective investor to which or to whom you furnish a copy of the Memorandum or other materials and will promptly provide us with such records at any time upon our written request.

Placement of Interests. (a) Subject to the terms and conditions set forth hereinin this Agreement, the Fund hereby appoints the Placement Agent you as its a placement agent in connection with the placement of InterestsInterests in accordance with the terms of this Agreement. This appointment is non-exclusive and we may appoint at any time and from time to time other placement agents in our sole discretion. Subject to the performance in all material respects by the Fund of its obligations hereunderunder this Agreement, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Fund contained hereinin this Agreement, the Placement Agent hereby accepts you accept such agency and agrees agree on the terms and conditions herein set forth out in this Agreement to use its your best efforts to find qualified applicants subscribers for Interests. The Placement Agent shall not have any liability Interests and to use all reasonable efforts to assist the Fund in the event that any applicant fails to consummate the purchase of Interests for any reason other than the Placement Agent’s willful misconduct or gross negligenceobtaining performance by each subscriber. (b) Subject to applicable law and as requested by the Fund, the Fund will be offered by registered investment advisers and, additionally, by financial intermediaries with whom the Placement Agent shall have entered into agreements (“Servicing and Sub-Placement Agency Agreements”) (such financial intermediaries, together with such registered investment advisers, being referred to collectively herein as “Financial Intermediaries”). (c) The offers and sales of Interests are to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended 1933 (the “Securities Act”), pursuant to Section 4(2) thereof and of that Act and/or Regulation D thereunderunder that Act. Both the Placement Agent you and the Fund have established the following procedures in connection with the offer offers and sale sales of Interests and agree that neither party of you will make offers or sales of any Interests except in compliance with such procedures: (i) Offers and sales of Interests will be made only in compliance with Section 4(2) of the Securities Act and/or Regulation D under that Act and only to U.S. tax-exempt entities (as described below) investors that are reasonably believed to qualify as “accredited investors,” as defined in Rule 501(a) under the Securities Act and that Act. (ii) Sales of Interests will be made only to investors that qualify as “qualified clients,” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended. (ii) Such U.S. tax-exempt entities include the following: (1) a pension, profit-sharing, or other employee benefit trust that is exempt from taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), by reason of qualification under Section 401 of the Code; (2) an employee benefit plan or other program established pursuant to Sections 403(b), 408(k) or 457 of the Code; (3) a deferred compensation plan established by a corporation, partnership, non-profit entity or state and local government, or government-sponsored program, in each case, which is generally exempt from U.S. federal income tax; (4) a foundation, endowment or other organization that is exempt from taxation under Section 501(c) of the Code (other than an organization exempt under Section 501(c)(1)); (5) an individual retirement account (“XXX”) (including regular XXX, spousal XXX for non-working spouse, Xxxx XXX and rollover XXX); or (6) a state college or university. (iii) No sale of Interests to any one investor will be for less than the minimum denominations as may be specified in the Memorandum Memorandum; provided, that the Managing Member may from time to time vary such minimum denominations with respect to individual investors or as the Fund shall advisecategories of investors. (iv) No offer or sale of any Interests shall an Interest may be made in any state or foreign jurisdiction, or to any prospective investor located in any state or foreign jurisdiction, where such Interests have Interest has not been registered or qualified for offer and sale under applicable state or foreign securities laws unless such Interests are Interest is exempt from the registration or qualification requirements of such laws. In all instances, the Fund will inform you of the permissible states and foreign jurisdictions with respect to offers and sales of Interests. No offers or sales of Interests may be made in any other jurisdiction without the Fund’s advance approval. (d) All subscriptions for Interests shall be made through Financial Intermediaries or Registered Reps and directed to the Fund for acceptance and shall not be binding on the Fund until accepted by it. The Fund shall have the right to accept or reject any subscription in accordance with the terms of its governing documents and the Memorandum. The Fund shall give notice of such determination to the individual subscriber and the Financial Intermediary responsible for the subscription. (ec) For purposes of the offering of Interests, the Fund will furnish has furnished to the Placement Agent you copies of the Memorandum and Investor Application subscription documentation that will be furnished to prospective investors. Additional copies will be furnished in such numbers as the Placement Agent you may reasonably request for purposes of the offering. The Placement Agent shall authorize the Registered Reps and the Financial Intermediaries You are authorized to furnish to prospective investors only such information concerning the Fund and the offering as may be contained in the Memorandum or any written supplements theretoto the Memorandum, or in any executive summary, “flip book” or other materials relating to the Fund, in each case as we have prepared or as you have prepared and we have reviewed and approved (our approval of any such other materials shall not relieve you of your obligation to ensure the accuracy of any such other materials, except to the extent you rely on information provided by the Fund in preparing such materials, or of your obligation to ensure that your use of all materials is in compliance with all applicable U.S. laws and regulations). You will keep a record of each prospective investor to which or to whom you furnish a copy of the Memorandum or other materials and will promptly provide us with such records at any time upon our written request.

Placement of Interests. (a) Subject to the terms and conditions set forth hereinin this Agreement, the Fund hereby appoints the Placement Agent you as its a placement agent in connection with the placement of Interests. This appointment is non-exclusive and we may appoint at any time and from time to time other placement agents in our sole discretion. Subject to the performance in all material respects by the Fund of its obligations hereunderunder this Agreement, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Fund contained hereinin this Agreement, the Placement Agent hereby accepts you accept such agency and agrees agree on the terms and conditions herein set forth out in this Agreement to use its your best efforts to find qualified applicants subscribers for Interests. The Placement Agent shall not have any liability Interests and to use all reasonable efforts to assist the Fund in the event that any applicant fails to consummate the purchase of Interests for any reason other than the Placement Agent’s willful misconduct or gross negligenceobtaining performance by each subscriber. (b) Subject to applicable law and as requested by the Fund, the Fund will be offered by registered investment advisers and, additionally, by financial intermediaries with whom the Placement Agent shall have entered into agreements (“Servicing and Sub-Placement Agency Agreements”) (such financial intermediaries, together with such registered investment advisers, being referred to collectively herein as “Financial Intermediaries”). (c) The offers and sales of Interests are to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended 1933 (the “"Securities Act”"), pursuant to Section 4(2) thereof and of that Act and/or Regulation D thereunderunder that Act. Both the Placement Agent you and the Fund have established the following procedures in connection with the offer offers and sale sales of Interests and agree that neither party of you will make offers or sales of any Interests except in compliance with such procedures: (i) Offers and sales of Interests will be made only in compliance with Section 4(2) of the Securities Act and/or Regulation D under that Act and only to U.S. tax-exempt entities (as described below) investors that are reasonably believed to qualify as “"accredited investors,” " as defined in Rule 501(a) under the Securities Act and “that Act. (ii) Sales of Interests will be made only to investors that qualify as "qualified clients,” " as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended. (ii) Such U.S. tax-exempt entities include the following: (1) a pension, profit-sharing, or other employee benefit trust that is exempt from taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), by reason of qualification under Section 401 of the Code; (2) an employee benefit plan or other program established pursuant to Sections 403(b), 408(k) or 457 of the Code; (3) a deferred compensation plan established by a corporation, partnership, non-profit entity or state and local government, or government-sponsored program, in each case, which is generally exempt from U.S. federal income tax; (4) a foundation, endowment or other organization that is exempt from taxation under Section 501(c) of the Code (other than an organization exempt under Section 501(c)(1)); (5) an individual retirement account (“XXX”) (including regular XXX, spousal XXX for non-working spouse, Xxxx XXX and rollover XXX); or (6) a state college or university. (iii) No sale of Interests an Interest to any one investor will be for less than the minimum denominations as may be specified in the Memorandum Memorandum; provided, that the Managing Member may from time to time vary such minimum denominations with respect to individual investors or as the Fund shall advisecategories of investors. (iv) No offer or sale of any Interests shall an Interest may be made in any state or foreign jurisdiction, or to any prospective investor located in any state or foreign jurisdiction, where such Interests have Interest has not been registered or qualified for offer and sale under applicable state or foreign securities laws unless such Interests are Interest is exempt from the registration or qualification requirements of such laws. In all instances, the Fund will inform you of the permissible states and foreign jurisdictions with respect to offers and sales of Interests. No offers or sales of Interests may be made in any other jurisdiction without the Fund's advance approval. (d) All subscriptions for Interests shall be made through Financial Intermediaries or Registered Reps and directed to the Fund for acceptance and shall not be binding on the Fund until accepted by it. The Fund shall have the right to accept or reject any subscription in accordance with the terms of its governing documents and the Memorandum. The Fund shall give notice of such determination to the individual subscriber and the Financial Intermediary responsible for the subscription. (ec) For purposes of the offering of Interests, the Fund will furnish has furnished to the Placement Agent you copies of the Memorandum and Investor Application subscription documentation that will be furnished to prospective investors. Additional copies will be furnished in such numbers as the Placement Agent you may reasonably request for purposes of the offering. The Placement Agent shall authorize the Registered Reps and the Financial Intermediaries You are authorized to furnish to prospective investors only such information concerning the Fund and the offering as may be contained in the Memorandum or any written supplements theretoto the Memorandum, or in any executive summary, "flip book" or other materials relating to the Fund, in each case as we have prepared or as you have prepared and we have reviewed and approved (our approval of any such other materials shall not relieve you of your obligation to ensure the accuracy of any such other materials, except to the extent you rely on information provided by the Fund in preparing such materials, or of your obligation to ensure that your use of all materials is in compliance with all applicable U.S. laws and regulations). You will keep a record of each prospective investor to which or to whom you furnish a copy of the Memorandum or other materials and will promptly provide us with such records at any time upon our written request.