Common use of Sale of Units Clause in Contracts

Sale of Units. You agree to serve as the general distributor of Units in accordance with the terms of this Agreement, and to offer Units to investors as agent of the Fund either directly or through broker-dealers which enter into selling agreements with you. In connection with the offering of Units, you further agree that: (a) You will use your best efforts to sell Units, provided, however, that when requested by the Fund at any time because of market or other economic considerations or abnormal circumstances of any kind, or when agreed to by mutual consent between you and the Fund, you will suspend such efforts. The Fund may also withdraw the offering of Units at any time when required by the provisions of any statute, order, rule or regulation of any governmental body having jurisdiction. It is understood that you do not undertake to sell all or any specific number or amount of Units. (b) You will comply fully with all applicable laws, and the rules and interpretations of the National Association of Securities Dealers, Inc. (the "NASD"), the Securities and Exchange Commission (the "SEC"), the Commodity Futures Trading Commission (the "CFTC"), state securities administrators and any other regulatory body. In particular, and not by way of limitation, you represent and warrant that you are familiar with Rule 2810 of the NASD Conduct Rules and that you will comply fully with all the terms thereof in connection with the offering and sale of the Units. You will not execute any sales of Units from a discretionary account over which you have control without prior written approval of the customer in whose name such discretionary account is maintained. (c) You will not make offers or sales of Units except in the manner set forth in the Fund's Registration Statement, and you specifically agree that if an investor is eligible to invest in a Class of Units for which no Client Servicing Fee or other compensation is to be paid to you hereunder, you will nevertheless offer and sell such Class of Units to that investor. We have established procedures that are to be followed in connection with the offer and sale of Units and you agree not to make offers or sales of any Units and agree to require all broker-dealers that enter into selling agreements with you not to make any such offers or sales except in compliance with such procedures. In this regard, you agree that: (i) No sale of Units to any one investor will be for less than the minimum amount as may be specified in the Prospectus or as the Fund shall advise you. (ii) No offer or sale of Units will be made in any state or jurisdiction, or to any prospective investor located in any state or jurisdiction, where Units have not been registered or qualified for offer and sale under applicable state securities laws unless Units are exempt from the registration or qualification requirements of such laws. (iii) Sales of Units will be made only to investors who are "accredited investors," as defined in SEC Regulation Section 501(a), and who otherwise meet the minimum income and net worth standards as described in the Prospectus, if any, who you, or the broker-dealers engaged by you, have reasonable grounds to believe, on the basis of information obtained from the subscriber concerning, among other things, the subscriber's investment objectives, other investments, financial situation and needs, that (to the extent relevant for the purposes of Rule 2810 and giving due consideration to the fact that the Fund is in no respects a "tax shelter") the subscriber is or will be in a financial position appropriate to enable the subscriber to realize to a significant extent the benefits of the Fund, including the tax benefits (if any) described in the Prospectus; the subscriber has a fair market net worth sufficient to sustain the risks inherent in participating in the Fund; and the Units are otherwise a suitable investment for the subscriber. You agree to maintain such records as are required by the applicable rules of the NASD and the state securities commissions for purposes of determining investor suitability. In connection with making the foregoing representations and warranties, you further represent and warrant that you have, among other things, examined the following sections in the Prospectus and obtained such additional information from the Fund regarding the information set forth thereunder as you have deemed necessary or appropriate to determine whether the Prospectus adequately and accurately discloses all material facts relating to an investment in the Fund and provides an adequate basis to subscribers for evaluating an investment in the Units:

Sale of Units. You agree to serve as the general distributor of Units in accordance with the terms of this Agreement, and to offer Units to investors as agent of the Fund TEI either directly or through broker-dealers which enter into selling agreements with you. In connection with the offering of Units, you further agree that: (a) You will use your best efforts to sell Units, provided, however, that when requested by the Fund TEI at any time because of market or other economic considerations or abnormal circumstances of any kind, or when agreed to by mutual consent between you and the FundTEI, you will suspend such efforts. The Fund TEI may also withdraw the offering of Units at any time when required by the provisions of any statute, order, rule or regulation of any governmental body having jurisdiction. It is understood that you do not undertake to sell all or any specific number or amount of Units. (b) You will comply fully with all applicable laws, and the rules and interpretations of the National Association of Securities Dealers, Inc. (the "NASD"), the Securities and Exchange Commission (the "SEC"), the Commodity Futures Trading Commission (the "CFTC"), state securities administrators and any other regulatory body. In particular, and not by way of limitation, you represent and warrant that you are familiar with Rule 2810 of the NASD Conduct Rules and that you will comply fully with all the terms thereof in connection with the offering and sale of the Units. You will not execute any sales of Units from a discretionary account over which you have control without prior written approval of the customer in whose name such discretionary account is maintained. (c) You will not make offers or sales of Units except in the manner set forth in the FundTEI's Registration Statement, and you specifically agree that if an investor is eligible to invest in qualifies for a Class of Units for which no Client Servicing Fee or other compensation is to be paid to you hereunderreduced sales charge, you You will nevertheless offer and sell such Class of Units to that investorinvestor at the reduced sales charge. We have established procedures that are to be followed in connection with the offer and sale of Units and you agree not to make offers or sales of any Units and agree to require all broker-dealers that enter into selling agreements with you not to make any such offers or sales except in compliance with such procedures. In this regard, you agree that: (i) No sale of Units to any one investor will be for less than the minimum amount as may be specified in the Prospectus or as the Fund TEI shall advise you. (ii) No offer or sale of Units will be made in any state or jurisdiction, or to any prospective investor located in any state or jurisdiction, where Units have not been registered or qualified for offer and sale under applicable state securities laws unless Units are exempt from the registration or qualification requirements of such laws. (iii) Sales of Units will be made only to investors who are "accredited investors,Qualified Investors" as defined in SEC Regulation Section 501(a), and who otherwise meet the minimum income and net worth standards as described in the Prospectus, if any, who you, or the broker-dealers engaged by you, have reasonable grounds to believe, and that any such investor is not on the basis List of information obtained from Specially Designated Nationals and Blocked Persons published by the subscriber concerning, among other things, the subscriber's investment objectives, other investments, financial situation and needs, that (to the extent relevant for the purposes Office of Rule 2810 and giving due consideration to the fact that the Fund is in no respects a "tax shelter") the subscriber is or will be in a financial position appropriate to enable the subscriber to realize to a significant extent the benefits Foreign Assets Control of the FundUnited States Department of Treasury, including as such list may be amended from time to time, and does not reside or have a business in any jurisdiction identified by the tax benefits Office of Foreign Assets Control. (if anyc) described in the Prospectus; the subscriber has a fair market net worth sufficient You will furnish to sustain the risks inherent in participating in the Fund; prospective investors only such information concerning TEI and the offering of Units are otherwise a suitable investment for the subscriber. You agree to maintain such records as are required by the applicable rules of the NASD and the state securities commissions for purposes of determining investor suitability. In connection with making the foregoing representations and warranties, you further represent and warrant that you have, among other things, examined the following sections may be contained in the Prospectus and obtained SAI or any written supplements thereto, and such additional information from the Fund regarding the information set forth thereunder other materials as you have deemed necessary or appropriate prepared and which comply with applicable laws and regulations. For purposes of the offering of Units, TEI will furnish to determine whether you at your expense copies of the Prospectus adequately and accurately discloses all material facts relating the SAI which shall be furnished by you to an investment prospective investors as required by applicable law and regulations. Additional copies of the Prospectus and the SAI will be furnished in such numbers as you may reasonably request for purposes of the offering. (d) The closing of the initial offering of Units will occur on such date as we shall agree. Thereafter, Units shall be offered and made available for purchase on a basis as described in the Fund Prospectus and provides an adequate SAI or on such other basis to subscribers for evaluating an investment in the Units:as may be determined by TEI.

Sale of Units. You agree to serve as the general distributor of Units in accordance with the terms of this Agreement, and to offer Units to investors as agent of the Fund Lexington either directly or through broker-dealers which enter into selling agreements with you. In connection with the offering of Units, you further agree that: (a) You will use your best efforts to sell Units, provided, however, that when requested by the Fund Lexington at any time because of market or other economic considerations or abnormal circumstances of any kind, or when agreed to by mutual consent between you and the FundLexington, you will suspend such efforts. The Fund Lexington may also withdraw the offering of Units at any time when required by the provisions of any statute, order, rule or regulation of any governmental body having jurisdiction. It is understood that you do not undertake to sell all or any specific number or amount of Units. (b) You will comply fully with all applicable laws, and the rules and interpretations of the National Association of Securities Dealers, Inc. (the "NASD"), the Securities and Exchange Commission (the "SEC"), the Commodity Futures Trading Commission (the "CFTC"), state securities administrators and any other regulatory body. In particular, and not by way of limitation, you represent and warrant that you are familiar with Rule 2810 of the NASD Conduct Rules and that you will comply fully with all the terms thereof in connection with the offering and sale of the Units. You will not execute any sales of Units from a discretionary account over which you have control without prior written approval of the customer in whose name such discretionary account is maintained. (c) You will not make offers or sales of Units except in the manner set forth in the FundLexington's Registration Statement, and you specifically agree that if an investor is eligible to invest in qualifies for a Class of Units for which no Client Servicing Fee or other compensation is to be paid to you hereunderreduced sales charge, you You will nevertheless offer and sell such Class of Units to that investorinvestor at the reduced sales charge. We have established procedures that are to be followed in connection with the offer and sale of Units and you agree not to make offers or sales of any Units and agree to require all broker-dealers that enter into selling agreements with you not to make any such offers or sales except in compliance with such procedures. In this regard, you agree that: (i) No sale of Units to any one investor will be for less than the minimum amount as may be specified in the Prospectus or as the Fund Lexington shall advise you. (ii) No offer or sale of Units will be made in any state or jurisdiction, or to any prospective investor located in any state or jurisdiction, where Units have not been registered or qualified for offer and sale under applicable state securities laws unless Units are exempt from the registration or qualification requirements of such laws. (iii) Sales of Units will be made only to investors who are "accredited investors,Qualified Investors" as defined in SEC Regulation Section 501(a), and who otherwise meet the minimum income and net worth standards as described in the Prospectus, if any, who you, or the broker-dealers engaged by you, have reasonable grounds to believe, and that any such investor is not on the basis List of information obtained from Specially Designated Nationals and Blocked Persons published by the subscriber concerning, among other things, the subscriber's investment objectives, other investments, financial situation and needs, that (to the extent relevant for the purposes Office of Rule 2810 and giving due consideration to the fact that the Fund is in no respects a "tax shelter") the subscriber is or will be in a financial position appropriate to enable the subscriber to realize to a significant extent the benefits Foreign Assets Control of the FundUnited States Department of Treasury, including as such list may be amended from time to time, and does not reside or have a business in any jurisdiction identified by the tax benefits Office of Foreign Assets Control. (if anyc) described in the Prospectus; the subscriber has a fair market net worth sufficient You will furnish to sustain the risks inherent in participating in the Fund; prospective investors only such information concerning Lexington and the offering of Units are otherwise a suitable investment for the subscriber. You agree to maintain such records as are required by the applicable rules of the NASD and the state securities commissions for purposes of determining investor suitability. In connection with making the foregoing representations and warranties, you further represent and warrant that you have, among other things, examined the following sections may be contained in the Prospectus and obtained SAI or any written supplements thereto, and such additional information from the Fund regarding the information set forth thereunder other materials as you have deemed necessary or appropriate prepared and which comply with applicable laws and regulations. For purposes of the offering of Units, Lexington will furnish to determine whether you at your expense copies of the Prospectus adequately and accurately discloses all material facts relating the SAI which shall be furnished by you to an investment prospective investors as required by applicable law and regulations. Additional copies of the Prospectus and the SAI will be furnished in such numbers as you may reasonably request for purposes of the offering. (d) The closing of the initial offering of Units will occur on such date as we shall agree. Thereafter, Units shall be offered and made available for purchase on a basis as described in the Fund Prospectus and provides an adequate SAI or on such other basis to subscribers for evaluating an investment in the Units:as may be determined by Lexington.