Common use of Representations, Warranties and Covenants of the Fund Clause in Contracts

Representations, Warranties and Covenants of the Fund. The Fund represents and warrants to, and agrees with, the Placement Agent that: (a) The Fund has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware with all requisite power and authority, all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies, and all necessary rights, licenses and permits from other parties to conduct its business as described in the Memorandum. (b) Interests to be or which may be issued by the Fund have been duly authorized for issuance and sale and, when issued and delivered by the Fund, Interests will conform to all statements relating thereto contained in the Memorandum. (c) The issue and sale of Interests and the execution, delivery and performance of the Fund’s obligations under the Memorandum will not result in the violation of any applicable law. (d) The Fund will apply the proceeds from the sale of Interests for the purposes set forth in the Memorandum. (e) All materials to be given to any potential investor in connection with the offering or placement of Interests (all such materials, together with the Memorandum, being referred to herein as the “Offering Materials”) will be, as of the closing date of each sale of Interests in respect of which it is used (a “Closing Date”), true, complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. The Fund agrees to advise the Placement Agent immediately of the occurrence of any event or other change which results in the Offering Materials containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. The Fund recognizes and confirms that the Placement Agent (i) will be using and relying on the information in the Offering Materials in performing the services contemplated hereunder, (ii) does not assume responsibility for the accuracy or completeness of such information or of the Offering Materials and (iii) will not make any appraisal of any assets of the Fund. (f) This Agreement has been duly authorized, executed and delivered by the Fund and, assuming the Placement Agent’s execution hereof, will constitute a valid and binding agreement of the Fund. (g) Prior to and on the effective date of this Agreement, neither the Fund, nor to the knowledge of the Fund, any person acting on behalf of the Fund, has directly or indirectly offered or sold, or attempted to offer or sell any Interests to or solicited offers to buy any Interests from, or otherwise approached or negotiated with respect thereto with, any prospective investor in connection with the placement of Interests.

Representations, Warranties and Covenants of the Fund. A. The Fund hereby represents and warrants toto the Distributor, which representations and agrees withwarranties shall be deemed to be continuing throughout the term of this Agreement, the Placement Agent that: (ai) The Fund has been it is duly formed organized and is validly existing as a limited partnership in good standing under the laws of the State its jurisdiction of Delaware with all requisite power incorporation/organization and authority, all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies, and all necessary rights, licenses and permits from other parties to conduct its business is registered as described in the Memorandum. (b) Interests to be or which may be issued by the Fund have been duly authorized for issuance and sale and, when issued and delivered by the Fund, Interests will conform to all statements relating thereto contained in the Memorandum. (c) The issue and sale of Interests and the execution, delivery and performance of the Fund’s obligations a closed-end management investment company under the Memorandum will not result in the violation of any applicable law.1940 Act; (d) The Fund will apply the proceeds from the sale of Interests for the purposes set forth in the Memorandum. (e) All materials to be given to any potential investor in connection with the offering or placement of Interests (all such materials, together with the Memorandum, being referred to herein as the “Offering Materials”) will be, as of the closing date of each sale of Interests in respect of which it is used (a “Closing Date”), true, complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. The Fund agrees to advise the Placement Agent immediately of the occurrence of any event or other change which results in the Offering Materials containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. The Fund recognizes and confirms that the Placement Agent (i) will be using and relying on the information in the Offering Materials in performing the services contemplated hereunder, (ii) does not assume responsibility for the accuracy or completeness of such information or of the Offering Materials and (iii) will not make any appraisal of any assets of the Fund. (f) This this Agreement has been duly authorized, executed and delivered by the Fund and, assuming the Placement Agent’s execution hereofwhen executed and delivered, will constitute a valid and legally binding agreement of the Fund. (g) Prior to and on the effective date of this Agreement, neither the Fund, nor to the knowledge obligation of the Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws/operating agreement or any person acting on behalf contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing material prepared by the Fund or its agents do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; (vii) the Fund owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Fund’s business and for the offer, has directly issuance, distribution and sale of the Fund Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or indirectly offered infringe the terms of any Intellectual Property owned, held or soldlicensed by any third party; and (viii) all necessary approvals, authorizations, consents or attempted to offer orders of or sell filings with any Interests to federal, state, local or solicited offers to buy any Interests fromforeign governmental or regulatory commission, board, body, authority or otherwise approached agency have been or negotiated with respect thereto with, any prospective investor will be obtained by the Fund in connection with the placement issuance and sale of Intereststhe Shares, including registration of the Shares under the 1933 Act, the filing with FINRA’s corporate financing department through its Public Offering System, and any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered. B. The Fund shall take, or cause to be taken, all necessary action to register the Shares under the federal and all applicable state securities laws and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Fund authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Fund agrees to advise the Distributor promptly in writing: (i) of any material correspondence or other communication by the Securities and Exchange Commission (“SEC”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; (ii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; (iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; (iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with the SEC; (v) in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise or to suspend the redemption of Shares of any Fund at any time as permitted by the 1940 Act or the rules of the SEC; and (vi) of the commencement of any litigation or proceedings against the Fund or any of their officers or directors in connection with the issue and sale of any of the Shares. D. The Fund shall file such reports and other documents as may be required under applicable federal and state laws and regulations, including state blue sky laws, and shall notify the Distributor in writing of the states in which the Shares may be sold and of any changes to such information. E. The Fund agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Fund shall fully cooperate in the efforts of the Distributor to arrange for the distribution of Shares. In addition, the Fund shall keep the Distributor fully informed of its affairs and shall provide to the Distributor from time to time copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by their independent public accountants and such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Fund shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Fund represents that it will not use or authorize the use of any marketing material unless and until such materials have been approved and authorized for use by the Distributor. G. The Fund shall provide, and cause each other agent or service provider to the Fund, including the Fund’s transfer agent and investment adviser, to provide, to Distributor in a timely and accurate manner all such information (and in such reasonable medium) that the Distributor may reasonably request that may be necessary for the Distributor to perform its duties under this Agreement. H. The Fund shall not file any amendment to the Registration Statement or Prospectus that amends any provision therein which pertains to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Fund’s right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. I. The Fund has adopted reasonably designed policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Fund (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Fund and the owners of the Shares.

Representations, Warranties and Covenants of the Fund. The Fund represents hereby represents, warrants and warrants to, and agrees with, covenants each of the Placement Agent thatfollowing: (a) The Fund has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware with all requisite power and authority, all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies, and all necessary rights, licenses and permits from other parties to conduct its business as described in the Memorandum. (b) Interests to be or which may be issued by the Fund have been duly authorized for issuance and sale and, when issued and delivered by the Fund, Interests will conform to all statements relating thereto contained in the Memorandum. (c) The issue and sale of Interests and the execution, delivery and performance of the Fund’s obligations under the Memorandum will not result in the violation of any applicable law. (d) The Fund will apply the proceeds from the sale of Interests for the purposes set forth in the Memorandum. (e) All materials to be given to any potential investor in connection with the offering or placement of Interests (all such materials, together with the Memorandum, being referred to herein as the “Offering Materials”) will be, as of the closing date of each sale of Interests in respect of which it is used (a “Closing Date”), true, complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. The Fund agrees to advise the Placement Agent immediately of the occurrence of any event or other change which results in the Offering Materials containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. The Fund recognizes and confirms that the Placement Agent (i) will be using and relying on the information in the Offering Materials in performing the services contemplated hereunder, (ii) does not assume responsibility for the accuracy or completeness of such information or of the Offering Materials and (iii) will not make any appraisal of any assets of the Fund. (f) 2.1 This Agreement has been been, and at the time of delivery of each Instruction such Instruction will have been, duly authorized, executed and delivered by the Fund. Neither this Agreement nor any Instruction issued thereunder violates any Applicable Law or conflicts with or constitutes a default under the Fund’s prospectus, articles of organization or other constitutive document or any agreement, judgment, order or decree to which the Fund andis a party or by which it or its Investments is bound. 2.2 By providing an Instruction with respect to the first acquisition of an Investment in a jurisdiction other than the United States of America, assuming the Placement AgentFund shall be deemed to have confirmed to the Custodian that the Fund has (a) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (b) made all determinations required to be made by the Fund under the 1940 Act, and (iii) appropriately and adequately disclosed to its shareholders, other investors and all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.3 The Fund shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. If the Fund uses any on-line or similar communications service made available by the Custodian, the Fund shall be solely responsible for ensuring the security of its access to the service and for the use of the service, and shall only attempt to access the service and the Custodian’s execution hereofcomputer systems as directed by the Custodian. If the Custodian provides any computer software to the Fund relating to the services described in this Agreement, the Fund will constitute a valid only use the software for the purposes for which the Custodian provided the software to the Fund, and binding will abide by the license agreement of accompanying the software and any other security policies which the Custodian provides to the Fund. 2.4 By providing an Instruction in respect of an Investment (gwhich Instruction may relate to among other things, the execution of trades), the Fund hereby (i) Prior authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution of the Instruction, and on the effective date of this Agreement, neither the Fund, nor agrees to be contractually bound to the knowledge terms of such documentation “as is” without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the FundInvestment prospectus or offering circular, subscription agreement, any person acting application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to it by or on behalf of the Fund, has directly or indirectly offered for any underlying commitment or soldobligation inherent to an Investment; (iv) represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in the BBH&Co.’s name by any means other than the issuance of an Instruction by the Fund to BBH&Co.; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Fund invests may pay to BBH certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Fund’s investments in such schemes; (vi) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s performance pursuant to an Instruction or under this Agreement; (vii) represents that it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or attempted plans, individual retirement accounts and other arrangements that are subject to offer Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or sell any Interests Section 4975 of the Code, and (3) entities the underlying assets of which are considered to or solicited offers to buy any Interests frominclude “plan assets” of such plans, accounts and arrangements), or otherwise approached an entity purchasing shares on behalf of, or negotiated with respect thereto with, any prospective investor in connection with the placement “plan assets” of, a Plan; and (viii) undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of Intereststhe Code, each as amended, of the beneficial investor to the Investment, and as to any tax withholding or benefit to which an Investment may be subject.

Representations, Warranties and Covenants of the Fund. (1) The Fund hereby represents and warrants toto RCM, which representations and agrees withwarranties shall be deemed to be continuing throughout the term of this Agreement, the Placement Agent that: (a) The Fund has been a. it is duly formed organized and is validly existing as a limited partnership in good standing under the laws of the State its jurisdiction of Delaware with all requisite power incorporation/organization and authority, all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies, and all necessary rights, licenses and permits from other parties to conduct its business is registered as described in the Memorandum. (b) Interests to be or which may be issued by the Fund have been duly authorized for issuance and sale and, when issued and delivered by the Fund, Interests will conform to all statements relating thereto contained in the Memorandum. (c) The issue and sale of Interests and the execution, delivery and performance of the Fund’s obligations an open-end management investment company under the Memorandum will not result in the violation of any applicable law.1940 Act; (d) The Fund will apply the proceeds from the sale of Interests for the purposes set forth in the Memorandum. (e) All materials to be given to any potential investor in connection with the offering or placement of Interests (all such materials, together with the Memorandum, being referred to herein as the “Offering Materials”) will be, as of the closing date of each sale of Interests in respect of which it is used (a “Closing Date”), true, complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. The Fund agrees to advise the Placement Agent immediately of the occurrence of any event or other change which results in the Offering Materials containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. The Fund recognizes and confirms that the Placement Agent (i) will be using and relying on the information in the Offering Materials in performing the services contemplated hereunder, (ii) does not assume responsibility for the accuracy or completeness of such information or of the Offering Materials and (iii) will not make any appraisal of any assets of the Fund. (f) This b. this Agreement has been duly authorized, executed and delivered by the Fund and, assuming the Placement Agent’s execution hereofwhen executed and delivered, will constitute a valid and legally binding agreement of the Fund. (g) Prior to and on the effective date of this Agreement, neither the Fund, nor to the knowledge obligation of the Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; c. it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws/operating agreement or any person acting on behalf contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; d. the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; e. the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the Fund1933 Act and the 1940 Act and the rules and regulations thereunder; and f. the Registration Statement and Prospectus and any advertising materials and sales literature prepared by the Fund or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, has directly and that all statements or indirectly offered or sold, or attempted information furnished to offer or sell any Interests RCM pursuant to or solicited offers to buy any Interests from, or otherwise approached or negotiated with respect thereto with, any prospective investor this Agreement shall be true and correct in connection with the placement of Interestsall material respects.

Representations, Warranties and Covenants of the Fund. The Fund represents and warrants to, and agrees with, the Placement Agent that: (a) The Fund has been duly formed and is validly existing as a limited partnership liability company in good standing under the laws of the State of Delaware with all requisite power and authority, all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies, and all necessary rights, licenses and permits from other parties to conduct its business as described in the Memorandum. (b) Interests to be or which may be issued by the Fund have been duly authorized for issuance and sale and, when issued and delivered by the Fund, Interests will conform to all statements relating thereto contained in the Memorandum. (c) The issue and sale of Interests and the execution, delivery and performance of the Fund’s obligations under the Memorandum will not result in the violation of any applicable law. (d) The Fund will apply the proceeds from the sale of Interests for the purposes set forth in the Memorandum. (e) All materials to be given to any potential investor in connection with the offering or placement of Interests (all such materials, together with the Memorandum, being referred to herein as the “Offering Materials”) Materials will be, as of the closing date of each sale of Interests in respect of which it is used (a “Closing Date”), true, complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. The Fund agrees to advise the Placement Agent immediately of the occurrence of any event or other change which results in the Offering Materials containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. The Fund recognizes and confirms that the Placement Agent (i) will be using and relying on the information in the Offering Materials in performing the services contemplated hereunder, (ii) does not assume responsibility for the accuracy or completeness of such information or of the Offering Materials and (iii) will not make any appraisal of any assets of the Fund. (f) This Agreement has been duly authorized, executed and delivered by the Fund and, assuming the Placement Agent’s execution hereof, will constitute a valid and binding agreement of the Fund. (g) Prior to and on the effective date of this Agreement, neither the Fund, nor to the knowledge of the Fund, any person acting on behalf of the Fund, has directly or indirectly offered or sold, or attempted to offer or sell any Interests to or solicited offers to buy any Interests from, or otherwise approached or negotiated with respect thereto with, any prospective investor in connection with the placement of Interests.

Representations, Warranties and Covenants of the Fund. A. The Fund hereby represents and warrants toto the Intermediary Manager and each Broker participating in the Offering, which representations and agrees withwarranties shall be deemed to be continuing throughout the term of this Agreement, the Placement Agent that: (ai) The Fund has been it is duly formed organized and is validly existing as a limited partnership in good standing under the laws of the State state of Delaware Delaware, with all requisite the power and authority, all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies, and all necessary rights, licenses and permits from other parties authority to conduct its business as described in the Memorandum.Prospectus, and is a non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act; (bii) Interests to be or which may be issued this Agreement has been duly authorized, executed and delivered by the Fund have been duly and, when executed and delivered, will constitute a valid and legally binding obligation of the Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized for issuance and sale and, when issued in accordance with the description in the Prospectus, will be fully paid and delivered nonassessable; (v) the Registration Statement and Prospectus have been prepared in conformity with the requirements of the 1933 Act and the applicable rules and regulations of the SEC promulgated thereunder (the “Rules and Regulations”), covering the Shares and the suitability standards required by the FINRA Rules for this Fund, Interests will conform to all statements relating thereto contained in the Memorandum.; (cvi) The issue as of the Effective Date or Filing Date (each as defined below), as applicable, the Registration Statement and sale of Interests Prospectus complied or will comply in all material respects with the 1933 Act and the execution, delivery Rules and performance of Regulations. “Effective Date” means the Fund’s obligations under applicable date upon which the Memorandum will not result in Registration Statement or any post-effective amendment thereto is or was first declared effective by the violation of SEC. “Filing Date” means the applicable date upon which the initial Prospectus or any applicable law. (d) The Fund will apply the proceeds from the sale of Interests for the purposes set forth in the Memorandum. (e) All materials to be given to any potential investor in connection amendment or supplement thereto is filed with the offering or placement of Interests (all such materials, together with the Memorandum, being referred to herein as the “Offering Materials”) will beSEC. The Registration Statement and Prospectus, as of the closing date of each sale of Interests in respect of which it is used (a “Closing applicable Effective Date”), true, complete and correct in all any marketing material respects prepared by the Fund or its agents do not and will not contain any untrue statement of a material fact facts or omit to state a any material fact required to be stated therein or necessary in order to make the statements contained therein therein, in the light of the circumstances under which they were made, not misleading. The Fund agrees to advise the Placement Agent immediately of the occurrence of any event or other change which results in the Offering Materials containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. The Fund recognizes and confirms , provided, however, that the Placement Agent (i) will be using and relying on the information in the Offering Materials in performing the services contemplated hereunder, (ii) does not assume responsibility for the accuracy or completeness foregoing provisions of such information or of the Offering Materials and (iiithis Section 3(A)(vi) will not make any appraisal of any assets of extend to such statements contained in or omitted from the Fund. (f) This Agreement has been duly authorized, executed and delivered by the Fund and, assuming the Placement Agent’s execution hereof, will constitute a valid and binding agreement of the Fund. (g) Prior to and on the effective date of this Agreement, neither the Fund, nor to Registration Statement or Prospectus as are primarily within the knowledge of the Fund, Intermediary Manager or any person acting on behalf of the Fund, has directly or indirectly offered or sold, or attempted Brokers and are based upon information furnished by the Intermediary Manager in writing to offer or sell any Interests to or solicited offers to buy any Interests from, or otherwise approached or negotiated with respect thereto with, any prospective investor in connection with the placement of Interests.Fund specifically for inclusion therein;

Representations, Warranties and Covenants of the Fund. The Fund represents represents, warrants and warrants to, and agrees with, the Placement Agent covenants that: (a) The Fund has been it is duly formed and is formed, validly existing as a limited partnership and in good standing under the laws of the State state of Delaware with Delaware, and has all requisite power under the laws of such state and authority, all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies, and all necessary rights, licenses and permits from other parties applicable federal law to conduct its business as described in the Memorandum.now being conducted and to perform its obligations as contemplated by this Agreement; (b) Interests to be or which may be issued by the Fund have this Agreement has been duly authorized for issuance by the Board of Trustees of the Fund, including by the affirmative vote of a majority of the independent trustees of the Fund; and sale and, when issued executed and delivered by the Fund, Interests will conform to all statements relating thereto contained constitute a legal, valid and binding obligation of the Fund, enforceable against the Fund in the Memorandum.accordance with its terms; (c) The issue and sale of Interests and the execution, delivery and performance it shall timely perform all obligations identified in this Agreement as obligations of the Fund’s obligations under , including, without limitation, providing the Memorandum will not result Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in the violation of any applicable law.good faith and within a timely manner; (d) The Fund will apply it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation, the proceeds from the sale of Interests for the purposes set forth in the Memorandum.1940 Act; (e) All materials to be given to any potential investor each Prospectus has been prepared in connection accordance with all applicable laws and regulations and, at the time such Prospectus was filed with the offering or placement of Interests (all such materialsSEC and became effective, together with the Memorandum, being referred to herein as the “Offering Materials”) no Prospectus will be, as of the closing date of each sale of Interests in respect of which it is used (a “Closing Date”), true, complete and correct in all material respects and will not contain any include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary in order so as to make the statements contained therein in such Prospectus not misleading. The Fund agrees to advise the Placement Agent immediately of the occurrence of any event or other change which results in the Offering Materials containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. The Fund recognizes and confirms that the Placement Agent (i) will be using and relying on the information in the Offering Materials in performing the services contemplated hereunder, (ii) does not assume responsibility for the accuracy or completeness of such information or of the Offering Materials and (iii) will not make any appraisal of any assets of the Fund.; (f) This Agreement has been duly authorizedit will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s performance of its duties and obligations under this Agreement, executed and delivered by including any amendment to the Fund and, assuming the Placement Agent’s execution hereof, will constitute a valid and binding agreement of the Fund.Prospectus; (g) Prior to and on the effective date it will provide Distributor with a copy of this Agreement, neither the Fund, nor to the knowledge of the Fund, any person acting on behalf of the Fund, has directly or indirectly offered or sold, or attempted to offer or sell any Interests each Prospectus as soon as reasonably possible prior to or solicited offers contemporaneously with filing the same with an applicable regulatory body; and (h) it shall fully cooperate with requests from government regulators and the Distributor for information relating to buy any Interests fromcustomers and/or transactions involving the Shares, or otherwise approached or negotiated as permitted by law, in order for the Distributor to comply with respect thereto with, any prospective investor in connection with the placement of Interestsits regulatory obligations.

Representations, Warranties and Covenants of the Fund. The Fund represents and warrants to, and agrees with, the Placement Agent you that: (a) The Fund has been duly formed and is validly existing as a limited partnership statutory trust in good standing under the laws of the State of Delaware with all requisite power and authority, all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies, and all necessary rights, licenses and permits from other parties to conduct its business as described in the MemorandumProspectus. (b) Interests Shares to be or which may be issued by the Fund have been duly authorized for issuance and sale and, when issued and delivered by the Fund, Interests Shares will conform to all statements relating thereto contained in the MemorandumProspectus. (c) The issue and sale of Interests Shares and the execution, delivery and performance of the Fund’s 's obligations under the Memorandum Prospectus will not result in the violation of any applicable law. (d) The Fund will apply the proceeds from the sale of Interests Shares for the purposes set forth in the MemorandumProspectus. (e) All materials to be given to any potential investor in connection with the offering or placement sale of Interests Shares (all such materials, together with the MemorandumProspectus, being referred to herein as the “"Offering Materials”Material") will be, as of the closing date of each sale of Interests Shares in respect of which it is used (a “"Closing Date”"), true, complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. The Fund agrees to advise the Placement Agent you immediately of the occurrence of any event or other change which results in the Offering Materials Material containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. The Fund recognizes and confirms that the Placement Agent you (i) will be using and relying primarily on the information in the Offering Materials Material and information available from generally recognized public sources in performing the services contemplated hereunderhereunder without having independently verified the same, (ii) does do not assume responsibility for the accuracy or completeness of such information or of the Offering Materials Material and (iii) will not make any appraisal of any assets of the Fund. The Fund agrees not to furnish to any potential investor any Offering Material that has not been approved by you. (f) This Agreement has been duly authorized, executed and delivered by the Fund and, assuming the Placement Agent’s your execution hereof, will constitute a valid and binding agreement of the Fund. (g) Prior to and on the effective date of this Agreement, neither the Fund, nor to the knowledge of the Fund, any person acting on behalf of the Fund, has directly or indirectly offered or sold, or attempted to offer or sell any Interests to or solicited offers to buy any Interests from, or otherwise approached or negotiated with respect thereto with, any prospective investor in connection with the placement of Interests.

Representations, Warranties and Covenants of the Fund. The Fund represents and represents, warrants to, and agrees with, with the Placement Agent Agent, for its benefit that: (a) The the Fund has been is a duly formed and is as a Delaware limited liability company, validly existing as a limited partnership and in good standing under the laws of the State of Delaware with all requisite power and authority, authority and all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies, and all necessary rights, licenses and permits from other parties to conduct its the Fund’s business as described in contemplated by the Memorandum.Prospectus and the Statement of Additional Information; (b) Interests to be or which may be issued by the Fund have been duly authorized for issuance and sale and, when issued and delivered by the Fund, Interests will conform to all statements relating thereto contained in the Memorandum. (c) The issue and sale of Interests and the execution, delivery and performance of this Agreement has been duly authorized by all necessary action of the Fund’s obligations under ; (c) the Memorandum will not result in the violation of any applicable law.Fund has all requisite power and authority to duly and validly issue its Units to investors; (d) The Fund will apply the proceeds from Units, when issued and paid for in the sale of Interests amounts and for the purposes set forth consideration described in the Memorandum.Prospectus and Statement of Additional Information, will be entitled to the rights and subject to the restrictions and conditions contained in the LLC Agreement; in no event shall any unitholder of the Fund (“Unitholder”) or former Unitholder be personally liable for the repayment and discharge of any debts and obligations of the Fund or have any liability in respect of the debts and obligations of the Fund except as provided in the LLC Agreement and to the extent otherwise required by law; (e) All materials at all times while the Units are being sold in a public offering, the Units will be registered under the Securities Act and the Fund will be registered under the 1940 Act; (f) the Placement Agent is entitled to be given to any potential investor rely, without investigation, appraisal or verification, on the contents of the Prospectus, the Statement of Additional Information, the Registration Statement and the Marketing Materials in connection with the offering or placement of Interests (all such materialsOffering, together with the Memorandum, being referred to herein as the “Offering Materials”) will be, as of the closing date of each sale of Interests in respect of which it is used (a “Closing Date”), true, complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. The Fund agrees to advise the Placement Agent immediately of the occurrence of any event or other change which results in the Offering Materials containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. The Fund recognizes and confirms that the Placement Agent (i) will not be using and relying on the information in the Offering Materials in performing the services contemplated hereunder, (ii) does not assume responsibility responsible for the accuracy or completeness of any such information or of the Offering Materials and (iii) will not make any appraisal of any assets of the Fund. (f) This Agreement has been duly authorized, executed and delivered by the Fund and, assuming the Placement Agent’s execution hereof, will constitute a valid and binding agreement of the Fund. (g) Prior to and on the effective date materials. For purposes of this Agreement, neither the Fund, nor to the knowledge of the Fund, “Marketing Materials” means any person acting on behalf of the Fund, has directly or indirectly offered or soldadvertisement, or attempted to offer or sell any Interests to or solicited offers to buy any Interests from, or otherwise approached or negotiated with respect thereto with, any prospective investor sales and marketing materials prepared by the Fund identified on Exhibit A and used in connection with the placement Offering of Interests.Units;

Representations, Warranties and Covenants of the Fund. The Fund represents hereby represents, warrants and warrants to, and agrees with, covenants to the Placement Agent thatas follows: (a) a. The Fund has been is duly formed and is organized, validly existing as a limited partnership and in good standing under the laws of the State jurisdiction of Delaware with all requisite its formation and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification and in which the failure to be so qualified would materially adversely affect its ability to perform its obligations under this Agreement. b. The Fund has full power and authorityauthority to approve, all necessary authorizationsexecute, approvals, orders, licenses, certificates deliver and permits of and from all governmental regulatory officials and bodiesperform its obligations under this Agreement, and all necessary rightswhen so approved, licenses executed and permits from other parties delivered, this Agreement will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Law affecting creditors’ rights generally and by general principles of equity. c. Other than with respect to conduct its business as described information expressly provided by the Placement Agent to the Fund in writing for inclusion in the Memorandum. Offering Documents or Approved Materials (b) Interests as defined below), the Placement Agent is entitled to rely upon and use all information contained in the Offering Documents and Approved Materials and will not in any respect be responsible for the accuracy or completeness of the contents of the Offering Documents or Approved Materials, as well as information that is available from public sources (the use of which may be issued shall have been pre-approved by the Fund have been duly authorized for issuance and sale andin writing), when issued and delivered by the Fund, Interests will conform furnished in its entirety to all statements relating thereto contained in the Memorandum. (c) The issue and sale of Interests and the execution, delivery and performance of the Fund’s obligations under the Memorandum will not result in the violation of any applicable law. (d) The Fund will apply the proceeds from the sale of Interests for the purposes set forth in the Memorandum. (e) All materials to be given to any potential investor Eligible Purchasers in connection with the offering or placement of services contemplated hereunder. (i) The Fund Interests are being offered under, and the Fund is otherwise operating in compliance with, relevant exemptions from registration under Applicable Law; (all such materialsii) other than with respect to information expressly provided by the Placement Agent to the Fund in writing for inclusion in the Offering Documents, together with the Memorandum, being referred to herein as the “Fund maintains Offering Materials”) will be, as of the closing date of each sale of Interests in respect of which it is used (a “Closing Date”), true, complete Documents that are true and correct in all material respects and will do not contain any untrue statement of a material fact or omit to state a any material fact facts required to be stated therein or necessary in order to make the statements contained therein not misleading. The Fund agrees to advise the Placement Agent immediately of the occurrence of any event or other change which results in the Offering Materials containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein therein, or necessary to make the statements contained therein in such Offering Documents, in light of the circumstances under which they were made, not misleading. The Fund recognizes and confirms that ; (iii) the Placement Agent (i) will be using and relying shall rely without further investigation on the information contained in the Offering Materials Documents; and (iv) if the Fund determines that the covenant contained in performing the services contemplated hereunder, subsection (ii) does not assume responsibility for the accuracy hereof is no longer true, or completeness of such information or of that the Offering Materials and (iii) will not make Documents must be amended for any appraisal of any assets of the Fund. (f) This Agreement has been duly authorizedreason, executed and delivered by the Fund and, assuming will promptly notify the Placement Agent and will send corrected Offering Documents for the Placement Agent’s execution hereof, will constitute a valid and binding agreement of the Funduse. e. The Fund intends to elect to be treated as a business development company under the 1940 Act. f. Neither the Fund nor the General Partner (g) Prior to and on each, a “Covered Fund Entity”), any director or executive officer of a Covered Fund Entity, any other officer of a Covered Fund Entity that is participating in the effective date offering of this AgreementFund Interests or, neither the Fund, nor to the knowledge of the Fund, any person acting on behalf beneficial owner of 20% or more of the Fund’s outstanding voting equity securities or any compensated solicitor for the Fund (other than the Placement Agent) is subject to a disqualifying event that would cause the Fund to be disqualified from reliance on Rule 506 of the Securities Act, has directly or indirectly offered or sold, or attempted and the Fund will promptly notify the Placement Agent if it becomes aware of any such disqualifying events. g. The Fund shall be responsible for filings contemplated by Section 36b-21(e) of the Connecticut Uniform Securities Act (requiring Form D issuers to offer or sell any Interests to or solicited offers to buy any Interests from, or otherwise approached or negotiated with respect thereto with, any prospective investor in connection file a copy of the Form D with the placement State of InterestsConnecticut). The Fund’s representations, warranties and covenants shall be continuing during the term of this Agreement. The Fund shall promptly notify the Placement Agent if any change occurs that would make any representation, warranty or covenant made by the Fund in this Section 3 inaccurate or incomplete in any material respect or if any proceeding or investigation is pending or threatened that, if adversely determined, would adversely impact the offering of Fund Interests as contemplated by this Agreement.

Representations, Warranties and Covenants of the Fund. The Fund represents and warrants to, and agrees with, the Placement Agent Foreside that: (a) The Fund has been duly formed and is validly existing as a limited partnership liability company in good standing under the laws of the State of Delaware with all requisite power and authority, all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies, and all necessary rights, licenses and permits from other parties to conduct its business as described in the Memorandum. (b) Interests Units to be or which may be issued by the Fund have been duly authorized for issuance and sale and, when issued and delivered by the Fund, Interests Units will conform to all statements relating thereto contained in the Memorandum. (c) The issue and sale of Interests Units and the execution, delivery and performance of the Fund’s obligations under the Memorandum will not result in the violation of any applicable law. (d) The Fund will apply the proceeds from the sale of Interests Units for the purposes set forth in the Memorandum. (e) All materials to be given to any potential investor in connection with the offering or placement of Interests Units (all such materials, together with the Memorandum, being referred to herein as the “"Offering Materials”") will be, as of the closing date of each sale of Interests Units in respect of which it is used (a “"Closing Date”"), true, complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. The Fund agrees to advise the Placement Agent Foreside immediately of the occurrence of any event or other change which results in the Offering Materials containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. The Fund recognizes and confirms that the Placement Agent Foreside (i) will be using and relying on the information in the Offering Materials in performing the services contemplated hereunder, (ii) does not assume responsibility for the accuracy or completeness of such information or of the Offering Materials and (iii) will not make any appraisal of any assets of the Fund. (f) This Agreement has been duly authorized, executed and delivered by the Fund and, assuming the Placement AgentForeside’s execution hereof, will constitute a valid and binding agreement of the Fund. (g) Prior to and on the effective date of this Agreement, neither the Fund, nor to the knowledge of the Fund, any person acting on behalf of the Fund, has directly or indirectly offered or sold, or attempted to offer or sell any Interests Units to or solicited offers to buy any Interests Units from, or otherwise approached or negotiated with respect thereto with, any prospective investor in connection with the placement of InterestsUnits.

Representations, Warranties and Covenants of the Fund. The Fund represents and warrants to, and agrees with, the Placement Agent Foreside that: (a) The Fund has been duly formed and is validly existing as a limited partnership liability company in good standing under the laws of the State of Delaware with all requisite power and authority, all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies, and all necessary rights, licenses and permits from other parties to conduct its business as described in the Memorandum. (b) Interests Units to be or which may be issued by the Fund have been duly authorized for issuance and sale and, when issued and delivered by the Fund, Interests Units will conform to all statements relating thereto contained in the Memorandum. (c) The issue and sale of Interests Units and the execution, delivery and performance of the Fund’s 's obligations under the Memorandum will not result in the violation of any applicable law. (d) The Fund will apply the proceeds from the sale of Interests Units for the purposes set forth in the Memorandum. (e) All materials to be given to any potential investor in connection with the offering or placement of Interests Units (all such materials, together with the Memorandum, being referred to herein as the “"Offering Materials”") will be, as of the closing date of each sale of Interests Units in respect of which it is used (a “"Closing Date”"), true, complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. The Fund agrees to advise the Placement Agent Foreside immediately of the occurrence of any event or other change which results in the Offering Materials containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. The Fund recognizes and confirms that the Placement Agent Foreside (i) will be using and relying on the information in the Offering Materials in performing the services contemplated hereunder, (ii) does not assume responsibility for the accuracy or completeness of such information or of the Offering Materials and (iii) will not make any appraisal of any assets of the Fund. (f) This Agreement has been duly authorized, executed and delivered by the Fund and, assuming the Placement Agent’s Foreside's execution hereof, will constitute a valid and binding agreement of the Fund. (g) Prior to and on the effective date of this Agreement, neither the Fund, nor to the knowledge of the Fund, any person acting on behalf of the Fund, has directly or indirectly offered or sold, or attempted to offer or sell any Interests Units to or solicited offers to buy any Interests Units from, or otherwise approached or negotiated with respect thereto with, any prospective investor in connection with the placement of InterestsUnits.

Representations, Warranties and Covenants of the Fund. The Fund represents and warrants to, and agrees with, the Placement Agent Foreside that: (a) The Fund has been duly formed and is validly existing as a limited partnership liability company in good standing under the laws of the State of Delaware with all requisite power and authority, all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies, and all necessary rights, licenses and permits from other parties to conduct its business as described in the MemorandumProspectus. (b) Interests Units to be or which may be issued by the Fund have been duly authorized for issuance and sale and, when issued and delivered by the Fund, Interests Units will conform to all statements relating thereto contained in the MemorandumProspectus. (c) The issue and sale of Interests Units and the execution, delivery and performance of the Fund’s 's obligations under the Memorandum Prospectus will not result in the violation of any applicable law, and all necessary approvals, authorizations, consents or orders of or filings with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency have been or will be obtained by the Fund in connection with the issuance and sale of the Units, including registration of the Units under the 1933 Act and any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Units are being offered. (d) The Fund will apply the proceeds from the sale of Interests Units for the purposes set forth in the MemorandumProspectus. (e) All materials to be given to any potential investor in connection with the offering or placement of Interests (all such materials, together with the Memorandum, being referred to herein as the “Offering Materials”) Materials will be, as of the closing date of each sale of Interests Units in respect of which it is used (a “"Closing Date”"), true, complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. misleading in light of the circumstances under which they are made. (f) The Fund agrees to advise the Placement Agent immediately Foreside as soon as practicable of any situation, factual circumstances, or the occurrence of any event or other change change, which results in the Offering Materials containing an untrue statement a breach of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleadingSection 4(e) of this Agreement. The Fund recognizes and confirms that the Placement Agent Foreside (i) will be using and relying on the information in the Offering Materials in performing the services contemplated hereunder, (ii) does not assume responsibility for the accuracy or completeness of such information or of the Offering Materials and (iii) will not make any appraisal of any assets of the Fund. (fg) This Agreement has been duly authorized, executed and delivered by the Fund and, assuming the Placement Agent’s Foreside's execution hereof, will constitute a valid and binding agreement of the Fund. (gh) Prior to and on the effective date of this Agreement, neither the Fund, nor to the knowledge of the Fund, any person acting on behalf of the Fund, has directly or indirectly offered or sold, or attempted to offer or sell any Interests Units to or solicited offers to buy any Interests Units from, or otherwise approached or negotiated with respect thereto with, any prospective investor (other than the Fund's investment adviser and/or sub-investment adviser) in connection with the placement distribution of InterestsUnits.

Representations, Warranties and Covenants of the Fund. The Fund represents and represents, warrants to, and agrees with, with the Placement Agent Agent, for its benefit that: (a) The the Fund has been is a duly formed and is as a Delaware limited liability company, validly existing as a limited partnership and in good standing under the laws of the State of Delaware with all requisite power and authority, authority and all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies, and all necessary rights, licenses and permits from other parties to conduct its the Fund’s business as described in contemplated by the Memorandum.Prospectus and the Statement of Additional Information; (b) Interests to be or which may be issued by the Fund have been duly authorized for issuance and sale and, when issued and delivered by the Fund, Interests will conform to all statements relating thereto contained in the Memorandum. (c) The issue and sale of Interests and the execution, delivery and performance of this Agreement has been duly authorized by all necessary action of the Fund’s obligations under ; (c) the Memorandum will not result in the violation of any applicable law.Fund has all requisite power and authority to duly and validly issue its Units to investors; (d) The Fund will apply the proceeds from Units, when issued and paid for in the sale of Interests amounts and for the purposes set forth consideration described in the Memorandum.Prospectus and Statement of Additional Information, will be entitled to the rights and subject to the restrictions and conditions contained in the LLC Agreement; in no event shall any unitholder of the Fund (“Unitholder”) or former Unitholder be personally liable for the repayment and discharge of any debts and obligations of the Fund or have any liability in respect of the debts and obligations of the Fund except as provided in the LLC Agreement and to the extent otherwise required by law; (e) All materials at all times while the Units are being sold in a public offering, the Units will be registered under the Securities Act and the Fund will be registered under the 1940 Act; (f) the Placement Agent is entitled to be given to any potential investor rely, without investigation, appraisal or verification, on the contents of the Prospectus, the Statement of Additional Information, the Registration Statement and the Marketing Materials in connection with the offering or placement of Interests (all such materialsOffering, together with the Memorandum, being referred to herein as the “Offering Materials”) will be, as of the closing date of each sale of Interests in respect of which it is used (a “Closing Date”), true, complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. The Fund agrees to advise the Placement Agent immediately of the occurrence of any event or other change which results in the Offering Materials containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. The Fund recognizes and confirms that the Placement Agent (i) will not be using and relying on the information in the Offering Materials in performing the services contemplated hereunder, (ii) does not assume responsibility responsible for the accuracy or completeness of any such information or of the Offering Materials and (iii) will not make any appraisal of any assets of the Fund. (f) This Agreement has been duly authorized, executed and delivered by the Fund and, assuming the Placement Agent’s execution hereof, will constitute a valid and binding agreement of the Fund. (g) Prior to and on the effective date materials. For purposes of this Agreement, neither the Fund, nor to the knowledge of the Fund, “Marketing Materials” means any person acting on behalf of the Fund, has directly or indirectly offered or soldadvertisement, or attempted to offer or sell any Interests to or solicited offers to buy any Interests from, or otherwise approached or negotiated with respect thereto with, any prospective investor sales and marketing materials prepared by the Fund identified on Exhibit B and used in connection with the placement Offering of Interests.Units;

Representations, Warranties and Covenants of the Fund. The Fund represents and warrants to, and agrees with, the Placement Agent you that: (a) The Fund has been duly formed and is validly existing as a limited partnership liability company in good standing under the laws of the State of Delaware with all requisite power and authority, all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies, and all necessary rights, licenses and permits from other parties to conduct its business as described in the MemorandumProspectus. (b) Interests to be or which may be issued by the Fund have been duly authorized for issuance and sale and, when issued and delivered by the Fund, Interests will conform to all statements relating thereto contained in the MemorandumProspectus. (c) The issue and sale of Interests and the execution, delivery and performance of the Fund’s 's obligations under the Memorandum Prospectus will not result in the violation of any applicable law. (d) The Fund will apply the proceeds from the sale of Interests for the purposes set forth in the MemorandumProspectus. (e) All materials to be given to any potential investor in connection with the offering or placement sale of Interests (all such materials, together with the MemorandumProspectus, being referred to herein as the “"Offering Materials”Material") will be, as of the closing date of each sale of Interests in respect of which it is used (a “"Closing Date”"), true, complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. The Fund agrees to advise the Placement Agent you immediately of the occurrence of any event or other change which results in the Offering Materials Material containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. The Fund recognizes and confirms that the Placement Agent you (i) will be using and relying primarily on the information in the Offering Materials Material and information available from generally recognized public sources in performing the services contemplated hereunderhereunder without having independently verified the same, (ii) does do not assume responsibility for the accuracy or completeness of such information or of the Offering Materials Material and (iii) will not make any appraisal of any assets of the Fund. The Fund agrees not to furnish to any potential investor any Offering Material that has not been approved by you. (f) This Agreement has been duly authorized, executed and delivered by the Fund and, assuming the Placement Agent’s your execution hereof, will constitute a valid and binding agreement of the Fund. (g) Prior to and on the effective date of this Agreement, neither the Fund, nor to the knowledge of the Fund, any person acting on behalf of the Fund, has directly or indirectly offered or sold, or attempted to offer or sell any Interests to or solicited offers to buy any Interests from, or otherwise approached or negotiated with respect thereto with, any prospective investor in connection with the placement of Interests.

Representations, Warranties and Covenants of the Fund. (a) The Fund represents and warrants toto SEI that: it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite actions on its part, and agrees with, no other proceedings on its part are necessary to approve this Agreement or to consummate the Placement Agent that: (a) The Fund transactions contemplated hereby; this Agreement has been duly formed executed and is validly existing as delivered by it; and this Agreement constitutes a limited partnership legal, valid and binding obligation, generally enforceable against it in good standing under the laws of the State of Delaware accordance with all requisite power and authority, all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies, and all necessary rights, licenses and permits from other parties to conduct its business as described in the Memorandumterms. (b) Interests The Fund represents and warrants to be SEI that: it has obtained all consents or made all required filings with appropriate regulatory bodies (including the SEC and the NASD) to the extent necessary to carry out its business; it is not engaged in any legal proceeding or arbitration which, if resolved unfavorably, would materially and adversely affect its business or financial condition or its ability to perform its obligations in accordance with the terms of this Agreement; and it is not in default under any contractual or legal obligation whatsoever which may be issued by materially and adversely affects, or is likely to materially and adversely affect its business or financial condition or its ability to perform its obligations in accordance with the Fund have been duly authorized for issuance and sale and, when issued and delivered by the Fund, Interests will conform to all statements relating thereto contained in the Memorandumterms of this Agreement. (c) The issue Fund covenants and sale agrees that SEI shall not be required to take any action under this Agreement which it determines, based on advice of Interests counsel reasonably acceptable to the Fund, would not be in compliance with applicable law, in which case SEI will promptly notify the Fund of such determination in writing and provide the execution, delivery and performance Fund with a written explanation of the Fund’s obligations basis for such determination. In the event SEI does not take an action required under this Agreement because such action would not be in compliance with applicable law (or otherwise pursuant to clause (i) of the Memorandum penultimate paragraph of Article 2), the parties shall agree on a reasonable accommodation or solution that will provide to the Fund to the extent reasonably possible the benefit of such action in compliance with applicable law; provided, however, that if after 45 days the parties are not able to reach in good faith a mutually satisfactory accommodation or solution and as a result SEI is no longer able to provide any Service or Services that is or are individually or in the violation of any applicable lawaggregate material to this Agreement, the Fund shall have the right to terminate this Agreement on at least 45 days’ written notice to SEI. (d) The Fund will apply the proceeds from the sale promptly notify SEI of Interests for the purposes any matter known to it which would materially affect its performance of its duties and obligations under this Agreement, or which would cause any of its representations and warranties set forth in the Memorandum. clause (ea) All materials of this Article 4 to no longer be given to any potential investor in connection with the offering or placement of Interests (all such materials, together with the Memorandum, being referred to herein as the “Offering Materials”) will be, as of the closing date of each sale of Interests in respect of which it is used (a “Closing Date”), true, complete and correct true in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. The Fund agrees to advise the Placement Agent immediately of the occurrence of any event or other change which results in the Offering Materials containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. The Fund recognizes and confirms that the Placement Agent (i) will be using and relying on the information in the Offering Materials in performing the services contemplated hereunder, (ii) does not assume responsibility for the accuracy or completeness of such information or of the Offering Materials and (iii) will not make any appraisal of any assets of the Fundrespects. (f) This Agreement has been duly authorized, executed and delivered by the Fund and, assuming the Placement Agent’s execution hereof, will constitute a valid and binding agreement of the Fund. (g) Prior to and on the effective date of this Agreement, neither the Fund, nor to the knowledge of the Fund, any person acting on behalf of the Fund, has directly or indirectly offered or sold, or attempted to offer or sell any Interests to or solicited offers to buy any Interests from, or otherwise approached or negotiated with respect thereto with, any prospective investor in connection with the placement of Interests.

Representations, Warranties and Covenants of the Fund. A. The Fund hereby represents and warrants toto the Distributor, which representations and agrees withwarranties shall be deemed to be continuing throughout the term of this Agreement, the Placement Agent that: (ai) The Fund has been it is duly formed organized and is validly existing as a limited partnership in good standing under the laws of the State its jurisdiction of Delaware with all requisite power incorporation/organization and authority, all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies, and all necessary rights, licenses and permits from other parties to conduct its business is registered as described in the Memorandum. (b) Interests to be or which may be issued by the Fund have been duly authorized for issuance and sale and, when issued and delivered by the Fund, Interests will conform to all statements relating thereto contained in the Memorandum. (c) The issue and sale of Interests and the execution, delivery and performance of the Fund’s obligations a closed-end management investment company under the Memorandum will not result in the violation of any applicable law.1940 Act; (d) The Fund will apply the proceeds from the sale of Interests for the purposes set forth in the Memorandum. (e) All materials to be given to any potential investor in connection with the offering or placement of Interests (all such materials, together with the Memorandum, being referred to herein as the “Offering Materials”) will be, as of the closing date of each sale of Interests in respect of which it is used (a “Closing Date”), true, complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. The Fund agrees to advise the Placement Agent immediately of the occurrence of any event or other change which results in the Offering Materials containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. The Fund recognizes and confirms that the Placement Agent (i) will be using and relying on the information in the Offering Materials in performing the services contemplated hereunder, (ii) does not assume responsibility for the accuracy or completeness of such information or of the Offering Materials and (iii) will not make any appraisal of any assets of the Fund. (f) This this Agreement has been duly authorized, executed and delivered by the Fund and, assuming the Placement Agent’s execution hereofwhen executed and delivered, will constitute a valid and legally binding agreement of the Fund. (g) Prior to and on the effective date of this Agreement, neither the Fund, nor to the knowledge obligation of the Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws/operating agreement or any person acting on behalf contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the Fund1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing material prepared by the Fund or its agents do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, has directly and that all statements or indirectly offered information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; (vii) it conducts its business in a manner that does not infringe upon any patent, trademark, copyright, trade secret or soldother intellectual property, or attempted to offer proprietary right of a third party, and there is currently no actual or sell threatened lawsuit against it by any Interests to third party based on an alleged violation of such right; and (viii) all necessary approvals, authorizations, consents or solicited offers to buy orders of or filings with any Interests fromfederal, state, local or otherwise approached foreign governmental or negotiated with respect thereto withregulatory commission, any prospective investor board, body, authority or agency have been or will be obtained by the Fund in connection with the placement issuance and sale of Intereststhe Shares, including registration of the Shares under the 1933 Act, the filing with FINRA’ s corporate financing department through its Public Offering System, and any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered. B. The Fund shall take, or cause to be taken, all necessary action to register the Shares under the federal and all applicable state securities laws and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Fund authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Fund agrees to advise the Distributor promptly in writing: (i) of any material correspondence or other communication by the Securities and Exchange Commission (“SEC”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; (ii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; (iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; (iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with the SEC; (v) in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise or to suspend the repurchase of Shares of the Fund at any time as permitted by the 1940 Act or the rules of the SEC; and (vi) of the commencement of any litigation or proceedings against the Fund or any of their officers or directors in connection with the issue and sale of any of the Shares. D. The Fund shall file such reports and other documents as may be required under applicable federal and state laws and regulations, including state blue sky laws, and shall notify the Distributor in writing of the states in which the Shares may be sold and of any changes to such information. E. The Fund agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Fund shall fully cooperate in the efforts of the Distributor to arrange for the distribution of Shares. In addition, the Fund shall keep the Distributor fully informed of its affairs and shall provide to the Distributor from time to time copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by their independent public accountants and such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Fund shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor promptly after any such filings. The Fund represents that it will not use or authorize the use of any marketing material unless and until such materials have been approved and authorized for use by the Distributor. G. The Fund shall provide (and cause each other agent or service provider to the Fund, including the Fund’s transfer agent and investment adviser, to provide) to Distributor in a timely and accurate manner all such information (and in such reasonable medium) that the Distributor may reasonably request that may be necessary for the Distributor to perform its duties under this Agreement. H. The Fund shall not file any amendment to the Registration Statement or Prospectus that amends any provision therein which pertains to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Fund’s right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. I. The Fund has adopted reasonably designed policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Fund (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Fund and the owners of the Shares.

Representations, Warranties and Covenants of the Fund. The Fund represents and warrants to, and agrees with, the Placement Agent Foreside that: (a) The Fund has been duly formed and is validly existing as a limited partnership liability company in good standing under the laws of the State of Delaware with all requisite power and authority, all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies, and all necessary rights, licenses and permits from other parties to conduct its business as described in the Memorandum. (b) Interests Units to be or which may be issued by the Fund have been duly authorized for issuance and sale and, when issued and delivered by the Fund, Interests Units will conform to all statements relating thereto contained in the Memorandum. (c) The issue and sale of Interests Units and the execution, delivery and performance of the Fund’s 's obligations under the Memorandum will not result in the violation of any applicable law. (d) The Fund will apply the proceeds from the sale of Interests Units for the purposes set forth in the Memorandum. (e) All materials to be given to any potential investor in connection with the offering or placement of Interests (all such materials, together with the Memorandum, being referred to herein as the “Offering Materials”) Materials will be, as of the closing date of each sale of Interests Units in respect of which it is used (a “"Closing Date”"), true, complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleadingmisleading in light of the circumstances under which they are made. The Fund agrees to advise the Placement Agent Foreside immediately of the occurrence of any event or other change which results in the Offering Materials containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleadingmisleading in light of the circumstances under which they are made. The Fund recognizes and confirms that the Placement Agent Foreside (i) will be using and relying on the information in the Offering Materials in performing the services contemplated hereunder, (ii) does not assume responsibility for the accuracy or completeness of such information or of the Offering Materials and (iii) will not make any appraisal of any assets of the Fund. (f) This Agreement has been duly authorized, executed and delivered by the Fund and, assuming the Placement Agent’s Foreside's execution hereof, will constitute a valid and binding agreement of the Fund. (g) Prior to and on the effective date of this Agreement, neither the Fund, nor to the knowledge of the Fund, any person acting on behalf of the Fund, has directly or indirectly offered or sold, or attempted to offer or sell any Interests Units to or solicited offers to buy any Interests Units from, or otherwise approached or negotiated with respect thereto with, any prospective investor in connection with the placement of InterestsUnits.

Representations, Warranties and Covenants of the Fund. The Fund represents and represents, warrants to, and agrees with, with the Placement Agent Agent, for its benefit that: (a) The the Fund has been is a duly formed and is as a Delaware limited liability company, validly existing as a limited partnership and in good standing under the laws of the State of Delaware with all requisite power and authority, authority and all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies, and all necessary rights, licenses and permits from other parties to conduct its the Fund’s business as described in contemplated by the Memorandum.Prospectus and the Statement of Additional Information; (b) Interests to be or which may be issued by the Fund have been duly authorized for issuance and sale and, when issued and delivered by the Fund, Interests will conform to all statements relating thereto contained in the Memorandum. (c) The issue and sale of Interests and the execution, delivery and performance of this Agreement has been duly authorized by all necessary action of the Fund’s obligations under ; (c) the Memorandum will not result in the violation of any applicable law.Fund has all requisite power and authority to duly and validly issue its Units to investors; (d) The Fund will apply the proceeds from Units, when issued and paid for in the sale of Interests amounts and for the purposes set forth consideration described in the Memorandum.Prospectus and Statement of Additional Information, will be entitled to the rights and subject to the restrictions and conditions contained in the LLC Agreement; in no event shall any unitholder of the Fund (“Unitholder”) or former Unitholder be personally liable for the repayment and discharge of any debts and obligations of the Fund or have any liability in respect of the debts and obligations of the Fund except as provided in the LLC Agreement and to the extent otherwise required by law; (e) All materials at all times while the Units are being sold in a public offering, the Units will be registered under the Securities Act and the Fund will be registered under the 1940 Act; (f) the Placement Agent is entitled to be given to any potential investor rely, without investigation, appraisal or verification, on the contents of the Prospectus, the Statement of Additional Information, the Registration Statement and Marketing Materials in connection with the offering or placement of Interests (all such materialsOffering, together with the Memorandum, being referred to herein as the “Offering Materials”) will be, as of the closing date of each sale of Interests in respect of which it is used (a “Closing Date”), true, complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. The Fund agrees to advise the Placement Agent immediately of the occurrence of any event or other change which results in the Offering Materials containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. The Fund recognizes and confirms that the Placement Agent (i) will not be using and relying on the information in the Offering Materials in performing the services contemplated hereunder, (ii) does not assume responsibility responsible for the accuracy or completeness of any such information or of the Offering Materials and (iii) will not make any appraisal of any assets of the Fund. (f) This Agreement has been duly authorized, executed and delivered by the Fund and, assuming the Placement Agent’s execution hereof, will constitute a valid and binding agreement of the Fund. (g) Prior to and on the effective date materials. For purposes of this Agreement, neither the Fund, nor to the knowledge of the Fund, “Marketing Materials” means any person acting on behalf of the Fund, has directly or indirectly offered or soldadvertisement, or attempted to offer or sell any Interests to or solicited offers to buy any Interests from, or otherwise approached or negotiated with respect thereto with, any prospective investor sales and marketing materials prepared by the Fund identified on Exhibit A and used in connection with the placement Offering of Interests.Units;