Common use of Offer and Sale of Units Clause in Contracts

Offer and Sale of Units. (a) Pursuant to the Registration Statement, the Fund is offering Units, subject to any minimum capital commitment (the “Commitment”) per subscriber (“Subscriber”), as set forth in the Prospectus, the Statement of Additional Information, the Subscription Agreement (as defined below) and the LLC Agreement (as defined below). The Commitment of any Subscriber whose subscription is accepted by the Fund shall be made as provided in the subscription agreement (the “Subscription Agreement”) completed and executed by such Subscriber in connection with the Commitment. The first date on which the Fund accepts subscriptions for Units, other than from the initial unitholder (the “Initial Unitholder”), is the “Initial Closing Date” and the first date on which Units are issued, other than to the Initial Unitholder, is the “Initial Issuance Date.” The Fund may hold, and expects to hold, additional closings subsequent to the Initial Closing Date (each date on which a subsequent closing is held and Commitments from new investors or increased Commitments from existing investors are accepted, a “Subsequent Closing Date”). Units will be issued on each date Subscribers fund their Commitments, which may be drawn down by the Fund as described in the Prospectus, the Statement of Additional Information, the Subscription Agreement and the LLC Agreement.

Offer and Sale of Units. (a) Pursuant to the Registration Statement, the Fund is offering Units, subject to any minimum capital commitment (the “Commitment”) per subscriber (“Subscriber”), as set forth in the Prospectus, the Statement of Additional Information, the Subscription Agreement (as defined below) and the LLC Agreement (as defined below). The Commitment of any Subscriber whose subscription is accepted by the Fund shall be made as provided in the subscription agreement (the “Subscription Agreement”) completed and executed by such Subscriber in connection with the Commitment. The first date on which the Fund accepts subscriptions for Units, other than from the initial unitholder (the “Initial Unitholder”), is the “Initial Closing Date” and the first date on which Units are issued, other than to the Initial Unitholder, is the “Initial Issuance Date.” The Fund may hold, and expects to hold, additional closings subsequent to the Initial Closing Date (each date on which a subsequent closing is held and Commitments from new investors or increased Commitments from existing investors are accepted, a “Subsequent Closing Date”). Units will be issued on each date Subscribers fund their Commitments, which may be drawn down by the Fund as described in the Prospectus, the Statement of Additional Information, the Subscription Agreement and the LLC Agreement.