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 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) 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. (iii) 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 negligence. (b) Subject to negligence or violation of 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 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) 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. (iii) 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 theretolaw.