Common use of SEC Filings; Securities Exemptions Clause in Contracts

SEC Filings; Securities Exemptions. The Offshore Fund has duly filed all forms, reports and other documents (collectively, the "SEC Filings") required to be filed with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act") and the 1940 Act, and the rules and regulations thereunder, (collectively, the "Securities Laws"). Shares of the Offshore Fund are not required to be registered under the 1933 Act, because such Shares are offered solely in private placement transactions which do not involve any "public offering" within the meaning of Section 4(2) of the 1933 Act and/or pursuant to either Regulation D or Regulation S promulgated thereunder, as applicable. In addition, Shares of the Offshore Fund are either noticed or qualified for sale or exempt from notice or qualification requirements under applicable securities laws in those states and other jurisdictions in which Shares are offered and sold. All SEC Filings relating to the Offshore Fund comply in all material respects with the requirements of the applicable Securities Laws and do not, as of the date of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Filings; Securities Exemptions. The Offshore Fund has duly filed all forms, reports and other documents documents, if any (collectively, the "“SEC Filings"”) required to be filed with the Securities and Exchange Commission (the "“SEC"”) under the Securities Act of 1933 (the "“1933 Act"”), the Securities Exchange Act of 1934 (the "“1934 Act"”) and the 1940 Act, and the rules and regulations thereunder, (collectively, the "“Securities Laws"”). Shares of the Offshore Fund are not required to be registered under the 1933 Act, because such Shares are offered in the United States solely in private placement transactions which do not involve any "“public offering" ” within the meaning of Section 4(2) of the 1933 Act and/or pursuant to either Regulation D or Regulation S promulgated thereunder, as applicable. In addition, Shares of the Offshore Fund are either noticed or qualified for sale or exempt from notice or qualification requirements under applicable securities laws in those states and other jurisdictions in which Shares are offered and sold. All SEC Filings relating to the Offshore Fund Fund, if any, comply in all material respects with the requirements of the applicable Securities Laws and do not, as of the date of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.