Exhibit 10.6


 


	Confidential	 	 	     Subscription Agreement




 












 


 


 


T Series Middle Market Loan Fund LLC


 


 



Common Units


 


 





 



 


Subscription Booklet


 





 



 


 


If you decide not to participate in this offering,
please return this Subscription


Booklet and the Confidential Private Placement Memorandum (together with


all amendments thereof and supplements
thereto) received in connection


with this offering to the placement agent or distributor from which you received


these materials.


 


 


 


If you are an employee, affiliate, or director
of Morgan Stanley or any affiliate of Morgan


Stanley, or a spouse, a minor child, or a child residing in the same residence as such an
employee


or director, please notify the contact listed in Section 4 in the General Instructions below.


 




    i 


     


    

 


Table of Contents


 


Checklist and Required Documentation for Subscription
Documents


 


Please check the list below prior to submitting
the subscription documents to be sure that all required documents have been completed and executed.


 


	
    TO BE READ and COMPLETED BY ALL SUBSCRIBERS
    (unless otherwise indicated)

    Please note: The Subscriber Questionnaire starts
    on Page S-1

	Document	Page
	 ̈	General Instructions	Page iii
	 ̈	Notice and Glossary of U.S. Statutes Referenced in this Subscription Booklet	Pages v through vi
	 ̈	Subscription Agreement	Pages 7 through 27
	 ̈	Subscriber Questionnaire	Page S-1
	 ̈	– Section A:General Information	Pages S-2 through S-9
	 ̈	– Section B:Subscriber Qualification and Consent to Electronic Delivery of Periodic Reporting and/or Tax Information	Pages S-10 through S-17
	 ̈	– Section C:Supplemental Information	Pages S-18 through S-23 
	 ̈	– Section D:Subscriber Signature Page 	Pages S-24 through S-27
	 ̈	Form of Company Acceptance of Subscription	Page S-28
	 ̈	Appendix 1:Internal Revenue Service Forms W-9 and W-8BEN	App 1-1
	 ̈	Appendix 2:Politically Exposed Persons (“PEP”) Questionnaire and Investor Anti-Money Laundering Documentation
Supplement	App 2-1
	 ̈	Appendix 3 - Beneficial Owner(s) (10% or More) and Key Controller Certification	App 3-1
	 ̈	Annex 1:	Definitions	Annex 1-1
	 ̈	Annex 2:	Non-U.S. Subscriber Representations	Annex 2-1
	 ̈	Annex 3:	Transfer Restrictions	Annex 3-1
	 ̈	Annex 4:	U.S. Customer Privacy Notice	Annex 4-1


 




    ii 


     


    

 


General Instructions


 



General Instructions


 


		1.	Contents and Purpose



 


This Subscription Booklet relates to the
private offering of common units (the “Common Units”) of T Series Middle Market Loan Fund LLC, a Delaware limited
liability company (the “Company”).


 


MS Capital Partners Adviser Inc. is the investment
adviser of the Company (in such capacity, the “Adviser”), and MS Private Credit Administrative Services LLC is the
administrator of the Company (in such capacity, the “Administrator”).


 


This Subscription Booklet contains all the materials
that a Subscriber needs to tender a subscription to the Company. For a full list of documents, please see the Table of Contents on Page ii.


 


For purposes of this Subscription Booklet, the
 “Subscriber” is the person or entity for whose account the Common Units are being purchased. Another person or entity
with investment authority may execute the subscription documents on behalf of the Subscriber but should indicate the capacity in which
it is doing so and the name of the Subscriber. Each Subscriber must be an “accredited investor,” as such term is defined in
Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Act”).


 


Subscribers will be required to make capital contributions
to purchase Common Units each time the Company delivers a drawdown notice, which will be delivered at least ten business days prior to
the required funding date, in an aggregate amount not to exceed its capital commitment to purchase Common Units pursuant to the Subscription
Agreement (the “Capital Commitment”). All purchases will be made at a price per Common Unit as determined by our board
of directors (the “Board”) or an appropriately designated committee of the Board at the time of each Drawdown Purchase
(as defined below) prior to the issuance of such Common Units and in accordance with the limitations under Section 23 of the Investment
Company Act of 1940, as amended (the “Investment Company Act”).


 


		2.	Instructions



 


Prior to completing this Subscription Booklet,
prospective investors should read the Confidential Private Placement Memorandum of the Company, as amended, modified, or otherwise supplemented
from time to time (the “Memorandum”) and the Amended and Restated Limited Liability Company Agreement of the Company (as amended
or supplemented, the “LLC Agreement”), together with reports the Company may file under the Securities Exchange Act of 1934,
as amended (the “1934 Act”). Each Subscriber should then do the following::


 


		2.1.	General Subscription Matters – Required Documentation &
Signatories



 


		·	Attach any required documentation as set forth on Appendix 2 hereof.



 


		·	Read the Subscription Agreement, and in particular, carefully review the representations, warranties and
covenants contained therein.



 


		·	Complete the Subscriber Questionnaire.



 


		·	Complete and sign the Subscriber Signature Page (Section D)



 


		·	Complete the Affirmative Indication of Independent Judgment (Section B)



 


		·	Complete Appendices 2 and 3, as applicable.



 


		2.2.	Tax Matters



 


		·	Read the instructions to the applicable Internal Revenue Service (the “IRS”) Tax Forms,
which are attached in Appendix 1 hereto. The relevant IRS Forms and their instructions can also be accessed on the IRS website at http://www.irs.gov.



 






    iii 


     


    

 


General Instructions


 



		‒	If the Subscriber is a “United States person” for U.S. federal income tax purposes (e.g.,
a U.S. citizen or a U.S. resident), please complete and execute Form W-9 in accordance with the instructions accompanying the form.



 


		‒	If the Subscriber is not a “United States person” for U.S. federal income tax purposes (e.g.,
a nonresident alien), please complete and execute Form W-8BEN, Form W-8BEN-E, Form W-8IMY, Form W-8EXP or Form W-8ECI,
as applicable. If the Subscriber is claiming benefits under an income tax treaty, please provide a U.S. taxpayer identification number
on Form W-8BEN or Form W-8BEN-E, as applicable.



 


		‒	Please note that if the W-8BEN, Form W-8BEN-E, Form W-8IMY, Form W-8EXP or Form W-8ECI,
as applicable, does not contain such U.S. taxpayer identification number or is otherwise missing information or has been incorrectly filled
out, the income tax treaty benefits claimed will not be applied. Instead, the Company will withhold at full U.S. tax rates.



 


		3.	Circumstances in Which Each Beneficial Owner of an
Entity Must Also Complete a Subscriber Questionnaire



 


Each of the beneficial owners of an entity Subscriber
(in addition to the entity Subscriber itself) must also complete the Subscriber Questionnaire and sign the Subscriber Signature Page if
any of the following circumstances apply:


 


		·	the entity was formed for the purpose of purchasing the Common Units;






		·	the entity’s Requested Capital Commitment (as defined below) to the Company (as set forth on the
entity’s signature page to the Subscription Agreement) constitutes 25% or more of the entity’s total assets or committed
capital; or






		·	the entity is participant-directed (as described in Section A of the Subscriber Questionnaire).



 


If any of these circumstances apply, please attach
as exhibits to this Subscription Booklet a Subscriber Questionnaire for each beneficial owner of the entity.


 


		4.	Submission of Documents and Questions:



 


If you have questions regarding the completion
of this Subscription Booklet, the questions should be directed to:


 


T Series Middle Market Loan Fund
LLC


Contact: Orit Mizrachi


Phone: (212) 761 0380


E-mail: Orit.Mizrachi@morganstanley.com


 




    iv 


     


    

 


Notice


 



Notice


 


The Company intends to elect to be regulated as
a business development company under the Investment Company Act. In addition, for U.S. federal income tax purposes, the Company intends
to elect to be treated, and intends to comply with the requirements to qualify annually, as a regulated investment company under Subchapter
M of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).


 


THE COMMON UNITS REFERRED TO IN THIS SUBSCRIPTION
AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT NOR UNDER ANY APPLICABLE STATE SECURITIES LAWS. SUCH COMMON UNITS ARE BEING OFFERED
AND SOLD UNDER THE EXEMPTIONS PROVIDED BY SECTION 4(A)(2) OF THE 1933 ACT, REGULATION D, UNDER THE 1933 ACT, AND/OR REGULATION
S PROMULGATED THEREUNDER AND OTHER EXEMPTIONS OF SIMILAR IMPORT IN THE LAWS OF THE JURISDICTIONS WHERE THE OFFERING WILL BE MADE. NEITHER
THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS PASSED ON ANY ASPECT OF THE OFFERING OF SUCH COMMON
UNITS, AND ANY REPRESENTATION TO THE CONTRARY IS ILLEGAL.


 


A PURCHASER OF COMMON UNITS SHOULD BE PREPARED
TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE COMMON UNITS HAVE NOT BEEN REGISTERED UNDER THE
1933 ACT AND, THEREFORE, CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THERE
IS NO OBLIGATION OF THE ISSUER TO REGISTER THE COMMON UNITS UNDER THE 1933 ACT OR UNDER ANY APPLICABLE STATE SECURITIES LAWS.


 


TO HELP THE U.S. GOVERNMENT AND OTHER GOVERNMENTS
FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, U.S. FEDERAL LAW AND APPLICABLE LAW OF OTHER JURISDICTIONS MAY NOW
OR IN THE FUTURE REQUIRE THE COMPANY TO OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES EACH SUBSCRIBER. WHAT THIS MEANS FOR THE
SUBSCRIBER: WHEN THE SUBSCRIBER SUBSCRIBES FOR COMMON UNITS, THE COMPANY WILL ASK FOR THE SUBSCRIBER’S NAME, ADDRESS AND DATE OF
BIRTH (IN THE CASE OF NATURAL PERSONS), COPIES OF FORMATION DOCUMENTS (IN THE CASE OF ENTITIES) AND OTHER IDENTIFYING INFORMATION RELATED
TO THE SUBSCRIBER (WHICH, IN THE CASE OF ENTITIES, MAY INCLUDE INFORMATION RELATED TO THE SUBSCRIBER’S BENEFICIAL OWNERS
AND CONTROLLING PERSONS). THE COMPANY MAY ALSO ASK TO SEE THE SUBSCRIBER’S DRIVERS LICENSE (IN THE CASE OF NATURAL PERSONS)
OR OTHER DOCUMENTS THAT PROVIDE VERIFICATION OF SUCH IDENTIFYING INFORMATION.


 


MORGAN STANLEY DOES NOT PROVIDE LEGAL, TAX OR
ACCOUNTING ADVICE. EACH PROSPECTIVE INVESTOR SHOULD OBTAIN INDEPENDENT TAX ADVICE BASED ON ITS PARTICULAR SITUATION.


 


The term “dollar” and the symbol “$,”
whenever used in this Subscription Booklet, shall mean the United States dollar.


 


	Glossary of U.S. Statutes Referenced In This Subscription Booklet
	Abbreviation 	Statute
	1933 Act	U.S. Securities Act of 1933, as amended
	1934 Act	U.S. Securities Exchange Act of 1934, as amended
	Advisers Act	U.S. Investment Advisers Act of 1940, as amended



 






    v 


     


    

 


Notice


 



 


	Code	U.S. Internal Revenue Code of 1986, as amended
	Commodity Exchange Act	U.S. Commodity Exchange Act, as amended
	ERISA	U.S. Employee Retirement Income Security Act of 1974, as amended
	FATCA	Foreign Account Tax Compliance provisions of the U.S. Internal Revenue Code of 1986, as amended
	Investment Company Act	U.S. Investment Company Act of 1940, as amended
	Small Business Act	U.S. Small Business Investment Act of 1958, as amended


 




    vi 


     


    

 


Subscription Agreement (All Subscribers)


 



Subscription Agreement (All Subscribers)


 


The undersigned (the “Subscriber”)
and T Series Middle Market Loan Fund LLC (the “Company”) hereby agree as set forth below.


 


		1.	Sale and Purchase of Common Units. Subject to the terms and conditions hereof, and in reliance
upon the representations and warranties of the respective parties contained herein, (a) the Company agrees to sell to the Subscriber
and, to the fullest extent permitted by applicable law, the Subscriber irrevocably subscribes for and agrees to purchase from the Company
common units (the “Common Units”), and upon the terms and conditions, and in consideration for the Subscriber’s
agreement to be bound by the terms and provisions, of this Subscription Agreement (as amended or supplemented by the letter agreement
dated on or about the date of this Subscription Agreement between, amongst others, the Subscriber and the Company (the “Side
Letter”)), with a capital commitment to the Company in the amount (the Subscriber’s “Capital Commitment”)
equal to the amount set forth in the confirmation of the Company’s acceptance of the Subscriber’s subscription, in substantially
the form attached hereto and provided to the Subscriber (the “Company Acceptance”), which amount shall not exceed the
amount of the Subscriber’s requested capital commitment set forth on the Subscriber’s signature page hereto (the “Requested
Capital Commitment”).



 


The Company reserves the right, in its
sole discretion (for any reason or for no reason), to reject this or any other subscription, in whole or in part, in any order and at
any time prior to the Closing (as defined below). Subject to the terms and conditions hereof and the Side Letter, the Subscriber’s
obligation to subscribe and pay for the Common Units shall be unconditional, complete and binding upon the acceptance by the Company of
this Subscription Agreement. However, the Subscriber’s Capital Commitment shall be payable in installments. If this subscription
is rejected in full, or in the event the closing applicable to the Subscriber does not occur (in which event this subscription shall be
deemed to be rejected), this Subscription Agreement shall thereafter have no force or effect.


 


In the event that the Subscriber is
permitted by the Company to make an additional capital commitment to purchase Common Units on a date after its initial subscription has
been accepted, the Subscriber shall be required to enter into an addendum to this Subscription Agreement covering such additional capital
commitment.


 


The Company’s registration statement
on Form 10 (the “Registration Statement”) for the registration of its Common Units with the U.S. Securities and
Exchange Commission (the “SEC”) under the Securities Act of 1934 (the “1934 Act”) is not
the offering document pursuant to which the Company is conducting this offering of securities. Accordingly, the Subscriber should rely
exclusively on information contained in the 1934 Act, the Confidential Private Placement Memorandum of the Company, as amended, modified
or otherwise supplemented from time to time, including any addenda thereto (the “Memorandum”), and the Amended and
Restated Limited Liability Company Agreement of the Company (as amended or supplemented, the “LLC Agreement”), together
with reports the Company may file under the 1934 Act from time to time, in making its investment decisions.


 


The Subscriber agrees to be bound by
all the terms and provisions of the Memorandum, the Company’s Certificate of Formation, substantially in the form attached as Exhibit 3.1
to the Registration Statement, the LLC Agreement, substantially in the form attached as Exhibit 3.2 to the Registration Statement,
in each case as amended or supplemented by the Side Letter (together, the “Fund Documents” and each a “Fund
Document”).


 


For the avoidance of doubt, the Company
acknowledges and agrees that this Subscription Agreement is amended and supplemented by the Side Letter, and each reference to any Fund
Document herein whether expressly stated or not is a reference to such Fund Document as amended or supplemented by the Side Letter, as
applicable.


 






    7 


     


    

 


Subscription Agreement (All Subscribers)


 



To the extent of any conflict between
this Subscription Agreement, the LLC Agreement and the Side Letter, the terms of the Side Letter shall control.


 


		2.	Other Subscription Agreements. The Company may enter into separate subscription agreements (the
 “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”)
with other purchasers (the “Other Subscribers”) providing for the sale to the Other Subscribers of Common Units at
the Closing or at other Closings. This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales
of Common Units to the Subscriber and the Other Subscribers are separate sales.



 


		3.	Closing. The closing of the subscription for and commitment to purchase by the Subscriber of the
Common Units as provided for in Section 1 (the “Closing”) shall take place at the offices of MS Capital
Partners Adviser Inc. (the “Adviser”), 1585 Broadway, New York, NY 10036 on the date that this Subscription Agreement
(having been also signed by the Subscriber) has been accepted by the Company (the date of such acceptance, which shall be indicated on
the Company Acceptance provided to the Subscriber, being hereinafter referred to as the “Closing Date”). On the date
of the receipt of the Subscriber’s first Drawdown Purchase (as defined below), assuming the Closing has taken place, the Subscriber
shall be registered as a unitholder of the Company (a “Unitholder”).



 


		4.	Drawdowns.



 


		4.1.	Subject to Section 1, the Subscriber agrees to purchase Common Units for an aggregate purchase
price equal to its Capital Commitment, payable at such times and in such amounts as required by the Company. The Subscriber shall be required
to fund a capital contribution to purchase Common Units (a “Drawdown Purchase”) each time the Company delivers a notice
(the “Drawdown Notice”) to the Subscriber. Drawdown Notices shall be delivered at least ten Business Days prior to
the date on which payment will be due (each, a “Drawdown Date”) and shall set forth the amount, in U.S. dollars, of
the aggregate purchase price (the “Drawdown Purchase Price”) to be paid by the Subscriber to purchase Common Units
on such Drawdown Date. Each purchase of Common Units pursuant to a Drawdown Notice will be made at a price per Common Unit as determined
by the board of directors of the Company (the “Board”) or an appropriately designated committee of the Board on the
Drawdown Date, which price will be determined prior to the issuance of such Common Units and in accordance with the limitations under
Section 23 of the Investment Company Act. The Board, acting reasonably, may set the per-unit price above the net asset value per
Common Unit based on a variety of factors, including the total amount of the Company’s organizational and other expenses. No Subscriber
shall be required to invest more than the total amount of its Capital Commitment. “Business Day” shall mean any day
other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or
executive order to close.



 


		4.2.	Each Drawdown Purchase Price shall be payable in U.S. dollars and in immediately available funds per the
wire transfer instructions set forth in such Drawdown Notice. In addition to the wire transfer instructions, each Drawdown Notice shall
set forth (i) the Drawdown Date, (ii) the aggregate amount of capital that is being drawn down from all subscribers and (iii) the
Subscriber’s share of capital drawn. The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition
to the Subscriber’s irrevocable and unconditional obligation to pay such Drawdown Purchase Price in the amount set forth therein,
without any right of offset, reduction, counterclaim or defense.



 


		4.3.	On the Drawdown Date, the Company shall issue to the Subscriber a number of Common Units equal to the
amount of the Drawdown Purchase Price funded by the Subscriber on the applicable Drawdown Date divided by the per-unit price reasonably
determined by the Board or an appropriately designated committee. For the avoidance of doubt, the Company shall not issue Common Units
for any portion of the Subscriber’s Capital Commitment that has not been paid to the Company and used to purchase Common Units pursuant
to one or more Drawdown Notices (the “Undrawn Commitment”).



 






    8 


     


    

 


Subscription Agreement (All Subscribers)


 


		4.4.	The Company may draw down Capital Commitments to make investments at any time during the period from the
initial closing of the Company’s private placement (the “Initial Closing”) through to (i) the date that
is one year after the receipt of notice by the Company from a majority-in-interest of the then-outstanding units of the Company, taken
together as a single class, of a desire to terminate the Investment Period (as defined below), provided that no such notice may be delivered
prior to the fourth anniversary of the Initial Closing date, or (ii) the date on which the Company provides notice to its members
of the termination of the Investment Period, in each case, unless such investment period is earlier terminated as a result of a Key Person
Event (as defined below). The investment period, unless terminated as a result of a Key Person Event, may be extended pursuant to the
Adviser’s recommendation with the approval of the Unitholders for one additional one-year period (such period, including any extension,
the “Investment Period”). During the Investment Period, the Company may retain and reinvest proceeds from the disposition
of any investments made by the Company, in its reasonable discretion, subject to the requirements necessary for the Company to qualify
annually as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended
(the “Code”). After the end of the Investment Period, the Company generally expects to distribute the net proceeds
from the repayment or disposition of portfolio company investments made by the Company to the Unitholders, provided, that the Company
may retain such amounts as it reasonably determines is necessary or appropriate, including as necessary to comply with the requirements
necessary for the Company to qualify annually as a RIC under Subchapter M of the Code. In addition, after termination of the Investment
Period, the Company may draw down capital commitments to the extent necessary to (i) pay and/or establish reserves for actual or
anticipated expenses, liabilities, including the payment or repayment of financings, or other obligations, contingent or otherwise (including
the fees payable to the Adviser pursuant to the Investment Advisory Agreement), whether incurred before or after the end of the Investment
Period, (ii) fulfill investment commitments made or approved by the Adviser prior to the expiration of the Investment Period or to
complete investments or obligations (including guarantees) in any transactions for which the Company has entered into a letter of intent,
memorandum of understanding, written bid letter, written agreement in principle, or binding written agreement as of the end of the Investment
Period (including investments that are funded in phases), (iii) fund follow-on investments made in existing portfolio companies (including
transactions to hedge interest rates relating to such additional investment), where, for the avoidance of doubt, follow-on investments
do not include payment obligation of the Company pursuant to a delayed draw term loan or similar contractual agreement where the Company
does not have discretion to refuse to fund a subsequent payment to the portfolio company so long as the conditions of the agreement are
satisfied, provided, that such drawdowns pursuant to this clause (c) shall not exceed 20% of total aggregate Capital Commitments,
and/or (iv) for the Company to comply with applicable laws and regulations, including the 1940 Act and the Code. For the avoidance
of doubt, the termination of the Investment Period does not signify the commencement of the wind down of the Company or result in any
obligation of the Company to return investors’ capital.



 


A “Key Person Event”
is any event or circumstance that results in, during the Investment Period, fewer than three Key Persons (as defined below) satisfying
the Required Involvement (as defined below). Upon the occurrence of a Key Person Event, the Company shall promptly send written notice
of the Key Person Event to the Unitholders. If prior to or during the one hundred twenty (120) day period following the sending of such
written notice (the “Notice Period”), the Key Persons (who are the subject of such Key Person Event) have not been
replaced by the Adviser with a Qualified Replacement (as defined below), the Company shall convene a meeting of the Company’s Unitholders
to be held no later than thirty (30) days following the expiration of the Notice Period for the purpose of determining whether the Investment
Period shall be continued (the “Key Person Meeting”), which shall require approval of the holders of a majority-in-interest
of the outstanding Common Units.


 






    9 


     


    

 


Subscription Agreement (All Subscribers)


 


A “Key Person” is defined
as each of David N. Miller, Jeffrey S. Levin, Jeffrey Day, Kunal Soni, Sean Sullivan, and David Kulakofsky and each of their respective
Qualified Replacements (if any). A “Qualified Replacement” is defined as a senior investment professional selected
by the Adviser and approved by Morgan Stanley Investment Management. “Required Involvement” means (x) with respect to
each of Jeffrey S. Levin, Jeffrey Day, Kunal Soni, Sean Sullivan, and David Kulakofsky, being actively involved in and devoting sufficient
time to the business and affairs of the Company and (y) with respect to David N. Miller, devoting sufficient time to the business
and affairs of Morgan Stanley Private Credit & Equity, in each case, as deemed reasonably necessary by the Adviser.


 


If a majority-in-interest of the then-outstanding
units of the Company, voting together as a single class, vote in favor of the proposal to continue the Investment Period, the Investment
Period shall be continued, and the members of the Company will be obligated to fund capital commitments as if a Key Person Event had never
occurred. Otherwise, the Investment Period shall be deemed to have terminated as of the date of the Key Person Meeting. For the avoidance
of doubt, upon termination of the Investment Period as a result of a Key Person Event, the Company may continue to draw down capital commitments
to the extent set forth above in this Section 4.4.


 


		4.5.	The Subscriber acknowledges and agrees that the Company intends to request capital contributions from
all subscribers with an Undrawn Commitment pro rata in accordance with the Capital Commitments of all subscribers with Undrawn Commitments;
provided that the Company shall retain the right to require the Subscriber (i) to fund a Drawdown Purchase Price that is more or
less than its pro rata share or (ii) to fund a Drawdown Purchase Price (but not require Other Subscribers to do so), in either case,
in the sole discretion of the Company, including if it is necessary or appropriate, as determined by the Company in its sole discretion,
to avoid a violation of, or noncompliance with, any law or regulation to which Subscriber, the Company, the Adviser, any Other Subscriber
or a portfolio company of the Company would be subject, or for other regulatory reasons.



 





		5.	Distributions; Distribution Reinvestment Plan. As described more fully in the Registration Statement,
the Company generally intends to distribute on a quarterly basis, out of assets legally available for distribution, substantially all
of its available earnings in such amount so the Company will not have to pay corporate-level income tax, subject to the discretion of
the Board and applicable legal restrictions. The Company has adopted an “opt-out” distribution reinvestment plan (as it may
be amended, the “Distribution Reinvestment Plan”), pursuant to which Unitholders will have their cash distributions automatically
reinvested in additional Common Units unless they specifically “opt out” of the Distribution Reinvestment Plan and elect to
receive their distributions in cash. The Subscriber may “opt out” of the Distribution Reinvestment Plan in the Subscriber
Questionnaire attached hereto. A Unitholder may also elect to “opt out” of the Distribution Reinvestment Plan or change their
election by notifying the plan administrator and our transfer agent and registrar in writing so that such notice is received by the plan
administrator no later than ten calendar days prior to the record date for distributions to unitholders. The Subscriber acknowledges and
agrees that any distributions received by the Subscriber or reinvested by the Company on the Subscriber’s behalf pursuant to the
Distribution Reinvestment Plan shall have no effect on the amount of the Subscriber’s Undrawn Commitment.


 



    10 


     


    
 


 


Subscription Agreement (All Subscribers) 


 


		6.	Representations, Warranties and Covenants of the Subscriber. The Subscriber represents, warrants
and covenants to the Company as of the date that this Subscription Agreement is signed by the Subscriber, as of the Closing Date, as of
each Drawdown Date and on the subsequent dates specified below (as and to the extent specified below) that:



 


		6.1.	Subscriber’s Common Units. Except as disclosed in the accompanying Subscriber Questionnaire,
the Subscriber’s Common Units are being acquired for its own account for investment purposes only, and not with a view to, or for,
resale, distribution, fractionalization, pledge assignment or transfer thereof, in whole or in part.



 


		6.2.	Due Execution. This Subscription Agreement and the Subscriber Questionnaire attached hereto have
each been duly executed and delivered by the Subscriber, and this Subscription Agreement constitutes a valid, legal and binding agreement
of the Subscriber, enforceable against the Subscriber in accordance with its terms.



 


		6.3.	Authorization of Purchase, etc. The Subscriber is duly organized, formed or incorporated,
as the case may be, and validly existing and in good standing, under the laws of the Subscriber’s jurisdiction of organization,
formation or incorporation, and the Subscriber has all requisite power and authority to execute, deliver and perform the Subscriber’s
obligations under this Subscription Agreement and to subscribe for and purchase the Common Units hereunder. The purchase by the Subscriber
of the Common Units and the Subscriber’s execution, delivery and performance of this Subscription Agreement have been authorized
by all necessary corporate or other action on the Subscriber’s behalf.



 


		6.4.	Compliance with Laws and Other Instruments.



 


The execution and delivery of this Subscription
Agreement, the consummation of the transactions contemplated hereby, and the performance of the Subscriber’s obligations hereunder
do not and will not conflict with, or result in any violation of or default under, any provision of any certificate of incorporation,
memorandum and articles of association, by-laws, trust agreement, partnership agreement or other organizational or governing instrument
applicable to the Subscriber, or any agreement or other instrument to which the Subscriber is a party or by which the Subscriber or any
of the Subscriber’s properties are bound, or any permit, franchise, judgment, decree, statute, order, rule or regulation applicable
to the Subscriber or to the Subscriber’s business or properties.


 


		6.5.	The Memorandum, etc. The Subscriber satisfies all applicable criteria for investing in the
Company that may be set forth in the Memorandum. The Subscriber has been furnished with, and has read, a copy of the Memorandum and this
Subscription Agreement. The Subscriber has reviewed such documents and the Subscriber understands the risks of, and other considerations
relating to, the purchase of the Common Units, including the risks set forth under “Item 1A. — Risk Factors” and “Item
1. Business — Certain U.S. Federal Income Tax Considerations” in the Registration Statement.



 


		6.6.	Access to Information. The Subscriber has been provided an opportunity to ask questions of, and
the Subscriber has received answers thereto satisfactory to the Subscriber from, the Company and its representatives regarding the terms
and conditions of the offering of the Common Units, and the Subscriber has obtained any and all additional information requested by the
Subscriber of the Company and its representatives to verify the accuracy of all information furnished to the Subscriber regarding the
offering of the Common Units. The Subscriber is not relying on the Company, the Adviser or any of their partners, members, officers, counsel,
agents or representatives for legal, investment or tax advice. The Subscriber has sought independent legal, investment and tax advice
to the extent that the Subscriber has deemed necessary or appropriate in connection with the Subscriber’s decision to subscribe
for the Common Units.



 






    11 


     


    

 


Subscription Agreement (All Subscribers) 


 


		6.7.	No Reliance on Other Information. Other than as set forth in the Fund Documents, any reports the
Company may file under the 1934 Act from time to time, and any separate agreement in writing with the Company executed in conjunction
with the Subscriber’s subscription for the Common Units, the Subscriber is not relying upon any information (including, the Registration
Statement, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast
over television or radio, and any seminars or meetings whose attendees have been invited by any general solicitation or advertising),
representation, warranty or agreement by the Company, the Adviser, any affiliate of the foregoing or any agent of the foregoing, written
or otherwise, in determining to invest in the Company and expressly acknowledges that neither the Company, the Adviser, any affiliate
of the foregoing nor any agent of the foregoing has made any representations or warranties in connection therewith.



 


		6.8.	Evaluation of and Ability to Bear Risks. The Subscriber has such knowledge and experience in financial
and business affairs that the Subscriber is capable of evaluating the merits and risks of purchasing, and other considerations relating
to, the Common Units to be purchased by the Subscriber pursuant to this Subscription Agreement. The Subscriber’s financial situation
is such that the Subscriber can afford to bear the economic risk of holding the Common Units for an indefinite period of time, and the
Subscriber can afford to suffer the complete loss of the Subscriber’s Common Units and Capital Commitment. The Subscriber is an
 “accredited investor” as such term is defined in rule 501 of Regulation D promulgated under the 1933 Act. If the Subscriber
is domiciled or has its registered office in the European Economic Area, the Subscriber represents that it qualifies as a “professional
investor” which is considered to be a professional client or may, on request, be treated as a professional client within the meaning
of Annex II to Directive 2014/65/EU.



 


		6.9.	Transfer Restrictions.



 


		(a)	The Subscriber understands that the offering and sale of the Common Units are intended to be exempt from
registration under the 1933 Act, applicable U.S. state securities laws and the laws of any non-U.S. jurisdictions by virtue of the private
placement exemption from registration provided in Section 4(a)(2) of the 1933 Act, exemptions under applicable U.S. state securities
laws and exemptions under the laws of any non-U.S. jurisdictions. The Subscriber will not, directly or indirectly, transfer, assign, sell
or pledge all or any part of any Common Units acquired by the Subscriber (or solicit any offers to buy, purchase or otherwise acquire
or take a pledge of all or any part of such Common Units) except in accordance with (i) the registration provisions of the 1933 Act
or an exemption from such registration provisions (ii) any applicable state or non-U.S. securities laws and (iii) the Side Letter.
The Subscriber understands that the Subscriber must bear the economic risk of the Subscriber’s investment in the Common Units for
an indefinite period of time because, among other reasons, the offering and sale of the Common Units have not been registered under the
1933 Act and, therefore, the Common Units cannot be sold other than through a privately negotiated transaction unless they are subsequently
registered under the 1933 Act or an exemption from such registration is available.



 


		(b)	The Subscriber may not transfer any of its Common Units, including a transfer of its Capital Commitment,
unless the transfer is made in accordance with applicable securities laws and is otherwise in compliance with the transfer restrictions
set forth in Annex 3 and the LLC Agreement, as amended or supplemented by the Side Letter. Each transferee must agree to be bound
by these restrictions and all other obligations as an investor in the Company.



 






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Subscription Agreement (All Subscribers)


 


		6.10.	Private Placement. The Subscriber acknowledges and is aware of the following:



 


		(a)	The Company has no operating history, and an investment in the Common Units is speculative and involves
a high degree of risk of loss the entire investment in the Company.



 


		(b)	There are restrictions on the transferability of the Capital Commitment and the Common Units; the Common
Units will not be, and investors in the Company have no rights to require that the Common Units be, registered under the 1933 Act or any
state securities laws; there will be no public (primary or secondary) market for the Common Units; and the undersigned will not be able
to avail itself of the provisions of Rule 144 adopted by the SEC under the 1933 Act with respect to the resale of the Common Units.



 


		(c)	No state or federal agency or other governmental authority has made any finding or determination as to
the fairness of the terms of the offering and sale of the Common Units.



 


		6.11.	Certain ERISA and other Benefit Plan Matters. If the Subscriber is or will be (or is acting on
behalf of any person or entity that is or will be) a Benefit Plan Investor (as such term is defined in Section C of the Subscriber
Questionnaire) or a benefit plan that is not subject to Title I of ERISA or Section 4975 of the Code but is subject to any other
federal, state, local, non-U.S. or other laws or regulations (“Similar Law”) that are similar to the fiduciary responsibility
or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code (each of the foregoing, together with
Benefit Plan Investors, a “Plan”), then the Subscriber represents and agrees that (A) the decision to invest in
the Company was made by a fiduciary of the Plan that has the authority and discretion to, and is duly authorized to, make a decision to
invest in Common Units on behalf of the Plan, (B) the Plan’s acquisition of Common Units has been duly authorized in accordance
with the plan documents governing such Plan, (C) the fiduciary authorizing the acquisition of the Common Units is responsible for
exercising independent judgment in evaluating the acquisition and holding of the Common Units, has considered its fiduciary duties under
Section 404 of ERISA and has concluded that the purchase of such Common Units is consistent with such duties and is capable of evaluating
investment risks independently, both in general and with regard to particular transactions and investment strategies, (D) (I) the
fiduciary authorizing the acquisition of Common Units is not related to the Adviser, the Administrator, the Company or any of their respective
employees, representatives or affiliates, and (II) the none of the Adviser, the Administrator, the Company or any of their respective
employees, representatives or affiliates have investment discretion with respect to the investment of the Plan’s assets in the Company,
(E) the acquisition and the subsequent holding of such Common Units do not and will not constitute a “prohibited transaction”
within the meaning of Section 406 of ERISA or Section 4975 of the Code, that is not subject to an exemption contained in ERISA
or adopted by the DOL thereunder, and (F) the provisions of any applicable Similar Law will not apply to the Company’s operation
or management as a result of the Plan’s investment in Common Units and the acquisition and holding of Common Units will not result
in a non-exempt prohibited transaction under any applicable Similar Law.



 


The Subscriber agrees promptly to provide
to the Company such information as the Company may from time to time reasonably request for purposes of determining whether the assets
of the Company are “plan assets” (as defined in Section 3(42) of ERISA). The Subscriber expressly acknowledges that the
Company has the authority, in its sole discretion, from time to time, to require capital contributions from Other Subscribers and not
the Subscriber if the Company determines that the purchase of Common Units pursuant to a capital contribution, in the opinion of the Company,
could result in the Company being subject to ERISA or Section 4975 of the Code.


 






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Subscription Agreement (All Subscribers) 


 


If the Subscriber is acting on behalf
of a Benefit Plan Investor, none of the Company, the Adviser, or any affiliate of any of the foregoing has acted as, or otherwise represented
or acknowledged that it is acting as, a fiduciary of the Subscriber (or, to the extent applicable, any of its underlying Benefit Plan
Investors) with respect to the Subscriber’s decision to purchase or hold any Common Units, and none of the Company, the Adviser,
or any affiliate of any of the foregoing is undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity,
in connection with the acquisition or holding of any Common Units or shall at any time be relied upon as a fiduciary of the Subscriber
(or, to the extent applicable, any of its underlying Benefit Plan Investors) with respect to any decision to purchase, or continue to
hold, any Common Units.


 


The representations and warranties set
forth in this Section 6.11 shall be deemed repeated and reaffirmed on each day the Subscriber holds its Common Units. Without
limiting the remedies available in the event of a breach, if at any time during the term of the Plan’s investment in the Company
the representations and warranties set forth in this Section 6.11 shall cease to be true, the Subscriber shall promptly notify
the Company in writing.


 


		6.12.	Controlling Persons. Except as indicated on Question 4(i) of Section A of the
Subscriber Questionnaire, the Subscriber is not a “controlling person” with respect to the Company.



 


		6.13.	Correctness of Information. All information furnished by the Subscriber on the signature page hereof,
in the Subscriber Questionnaire and in any U.S. Internal Revenue Service or other tax form (including any tax form attached hereto) delivered
to the Company or the Adviser is true, accurate and complete as of (a) the date this Subscription Agreement is signed by the Subscriber
and (b) the Closing Date, and shall be true, accurate and complete as of each date that the Subscriber is required to make a contribution
of capital to the Company or that the Subscriber receives a distribution from the Company. The Subscriber agrees to promptly notify the
Company in the event that any such information shall cease to be true, accurate and complete. The Subscriber has delivered true and complete
(as of the date of delivery) copies of the following organizational and authorization documents requested in the Subscriber Information
Form attached hereto: (i) all organizational documents of the Subscriber, (ii) all documents authorizing the Subscriber
to acquire Common Units in the Company and (iii) evidence of the authority of each person executing the documents referred to in
Section 8.17 below to act on behalf of the Subscriber.



 


The Subscriber acknowledges that the Company
is relying on the accuracy and completeness of the information furnished in this Subscription Agreement in connection with the Subscriber’s
subscription, and that the Company may present this Subscription Agreement or such other information to such parties as the Company, in
its sole discretion, deems appropriate if called upon, in each case to establish that (x) the proposed offer and sale of the Common
Units is exempt from registration under the 1933 Act or meets the requirements of applicable U.S. state securities laws, (y) the
Company is exempt from registration under the Investment Company Act or (z) the Company, the Adviser and their respective affiliates
are in compliance with the Advisers Act. Furthermore, the Subscriber understands that the offering of Common Units may be reported to
the SEC or to U.S. state securities or “blue sky” commissioners pursuant to the requirements of applicable U.S. federal law
and of various U.S. state securities or “blue sky” laws or regulations (including to meet the requirements for an exemption
from registration thereunder) or if the Company or the Adviser consider such disclosure necessary or appropriate in their normal course
of business or to enable them properly to conduct their affairs.


 






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Subscription Agreement (All Subscribers)


 


		6.14.	Power of Attorney. To the fullest extent permitted by applicable law, the Subscriber does hereby
irrevocably constitute and appoint the officers of the Company with full power of substitution, acting jointly or severally, the true
and lawful attorneys-in-fact and agent of the Subscriber, to execute, acknowledge, verify, swear to, deliver, record and file, in its
or its assignee’s name, place and stead, all instruments, documents and certificates that may from time to time be required by the
laws of the State of Delaware, the United States, the State of New York, any other jurisdiction in which the Company conducts or plans
to conduct business, or any political subdivision or agency thereof or that the Company determines to be necessary or desirable, to effectuate,
implement and continue the valid existence and investment and other activities of the Company, including the power and authority to execute,
verify, swear to, acknowledge, deliver, record and file:



 


		(a)	any and all filings required to be made by the Subscriber under the 1934 Act with respect to any of the
Company’s securities that may be deemed to be beneficially owned by the Subscriber under the 1934 Act;



 


		(b)	all certificates and other instruments deemed advisable by the Company to comply with the provisions of
this Subscription Agreement and applicable law and permit the Company to become or to continue as a business development company;



 


		(c)	all conveyances and other instruments necessary or appropriate to effect the dissolution and liquidation
of the Company;



 


		(d)	all other instruments or papers not inconsistent with the terms of this Subscription Agreement that may
be required by law to be filed on behalf of the Company;



 


		(e)	certificates of assumed name and such other certificates and instruments as may be necessary under the
fictitious or assumed name statutes from time to time in effect in the State of Delaware and in all jurisdictions in which the Company
conducts or plans to conduct business;



 


		(f)	all instruments that the Company determines to be appropriate in connection with any indebtedness incurred
by the Company; and



 


		(g)	any amendment or modification to any of the foregoing and all other certificates, instruments and documents
which said attorney-in-fact determines in its sole discretion are necessary or desirable to effect the provisions of this Subscription
Agreement or any Other Subscription Agreement and the purposes of the Company.



 


To the fullest extent permitted by applicable
law, this power of attorney is irrevocable, is coupled with an interest and is given to secure the performance of obligations owed to
the donee of the power hereunder and shall survive and not be affected by the death, dissolution, insolvency, bankruptcy, incapacity or
disability of the Subscriber and shall extend to the Subscriber’s successors and assigns. To the fullest extent permitted by applicable
law, any attempted revocation by a Subscriber of any power of attorney granted under this Subscription Agreement shall constitute a default
by such Subscriber hereunder, and the Company shall be entitled to any right or remedy provided by law or equity in respect of such default,
including the recovery from such Subscriber of all costs and expenses (including attorneys’ fees) incurred by or on behalf of the
Company as a result of such default, and the institution of an action for specific performance of such Subscriber’s obligations
hereunder (it being understood that a remedy at law may be inadequate in respect of such default). To the fullest extent permitted by
applicable law, this power of attorney may be exercised by such attorney-in-fact and agent for all Subscribers (or any of them) by a single
signature of any officer of the Company acting as attorney-in-fact with or without listing all of the Subscribers executing an instrument.
Any person dealing with the Company may conclusively presume and rely upon the fact that any instrument referred to above, executed by
such attorney-in-fact and agent, is authorized and binding, without further inquiry. If required, the Subscriber shall execute and deliver
to the Company, within five Business Days after receipt of a request therefor, such further designations, powers of attorney or other
instruments as the Company shall determine to be necessary for the purposes hereof consistent with the provisions of this agreement. To
the fullest extent permitted by applicable law, the Subscriber hereby waives any and all defenses that may be available to contest, negate
or disaffirm the actions of the Company taken in good faith under this power of attorney.


 






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Subscription Agreement (All Subscribers)


 


		6.15.	Compliance with Anti-Money Laundering Regulations, etc. To comply with applicable U.S. and
other anti-money laundering laws and regulations, all payments and contributions by the Subscriber to the Company and all payments and
distributions to the Subscriber from the Company will only be made in the Subscriber’s name and to and from a bank account of a
bank based or incorporated in or formed under the laws of the United States or that is regulated in and either based or incorporated in
or formed under the laws of the United States and that is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy
Act (31 U.S.C. § 5311 et seq.), as amended by Title III of the USA PATRIOT Act, as further amended from time to time, and the regulations
promulgated thereunder by the U.S. Department of the Treasury, as such regulations may be amended from time to time (the “Bank
Secrecy Act”).



 


The Subscriber acknowledges that, pursuant
to anti-money laundering laws and regulations or requests from regulatory authorities within their respective jurisdictions, the Company,
the Adviser and/or the Administrator acting on behalf of the Company may be required to collect further documentation verifying the Subscriber’s
identity, including, where Subscriber is a legal entity, Subscriber’s beneficial owner(s)1 and
key controllers2 as defined by FinCEN’s U.S. Customer Due Diligence Rule, if applicable, and the source of funds used
to purchase the Common Units before, and from time to time after, acceptance by the Company of this Subscription Agreement. The Subscriber
agrees to provide the Company at any time during the term of the Company with such information as the Company reasonably determines to
be necessary or appropriate to comply with the anti-money laundering laws and regulations of any applicable jurisdiction, or to respond
to requests for information concerning the identity of Subscribers from any governmental authority, self-regulatory organization or financial
institution in connection with its anti-money laundering compliance procedures, or to update such information. The Subscriber is advised
that the Company may provide information to the Financial Crimes Enforcement Network, a bureau of the U.S. Department of Treasury and
other U.S. government and state regulators, where appropriate, in connection with a request for information on behalf of a law enforcement
agency investigating terrorist activity or money laundering.


 


The Company will not knowingly sell the
Common Units to any natural person or entity acting, directly or indirectly, in contravention of any applicable money laundering regulations
or conventions of the United States or other international jurisdictions, or on behalf of terrorists, terrorist organizations or narcotics
traffickers, including those persons or entities that are included on any relevant lists maintained by the United Nations, European Union,
North Atlantic Treaty Organization, Financial Action Task Force on Money Laundering, Organization for Economic Cooperation and Development,
Office of Foreign Assets Control of U.S. Department of the Treasury (“OFAC”), SEC, U.S. Federal Bureau of Investigation,
U.S. Central Intelligence Agency and U.S. Internal Revenue Service, or other similar or successor entities, in each case as may be amended
from time to time; or on behalf of a foreign shell bank or a U.S. financial institution that has established, maintains, administers or
manages an account in the United States for, or on behalf of, a foreign shell bank (“Prohibited Investments”).


 





 



 


1 Beneficial Owner(s) (for purposes
of this Subscription Agreement and as defined under FinCEN’s Customer Due Diligence Rule) means each individual, who directly or
indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25% or more (10% or more for higher risk
customers) of the equity interests of a legal entity Subscriber.


2 Key Controller (for purposes of
this Subscription Agreement and as defined under FinCEN’s Customer Due Diligence Rule) means a single individual with significant
responsibility to control, manage, or direct a legal entity Subscriber, including an executive officer or senior manager or any other
individual who regularly performs similar functions.


 






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Subscription Agreement (All Subscribers)


 


The Subscriber represents and warrants
that the proposed subscription for the Common Units, whether made on its own behalf or, if applicable, as an agent, trustee, representative,
intermediary, nominee, or in a similar capacity on behalf of any other person or entity, nominee account or beneficial owner, whether
a natural person or entity (each, an “Underlying Beneficial Owner”), is not a Prohibited Investment, and further represents
and warrants that it will promptly notify the Company of any change in the Subscriber’s status or the status of any Underlying Beneficial
Owner with respect to its representations and warranties regarding Prohibited Investments. The Subscriber further represents and warrants
that neither the Subscriber nor any Underlying Beneficial Owner is on the List of Specially Designated Nationals and Blocked Persons,
or any U.S. Executive Order administered by OFAC. (See http://www.treas.gov/ofac), or any United Nations, European Union and HM
Treasury sanctions lists, as amended from time to time. The Subscriber will provide the Company with additional anti-money laundering
information and materials if requested, which may include a copy of the Subscriber’s policies and procedures relating to compliance
with sanctions, anti-bribery and corruption, anti-money laundering, counter-terrorist financing or anti-boycott laws, rules and regulations.


 


If the Subscriber is introducing the Underlying
Beneficial Owner, the Subscriber has carried out thorough due diligence as to and established the identities of all Underlying Beneficial
Owners (and, if an Underlying Beneficial Owner is not a natural person, the identities of any direct or indirect owner, or other investor,
director, senior officer, trustee, beneficiary or grantor of such Underlying Beneficial Owner, or other person who controls such Underlying
Beneficial Owner (to the extent applicable)) and their source of funds, in accordance with the anti-money laundering requirements of the
Subscriber’s jurisdiction, holds the evidence of such identities, and will make such information available to the Company or the
relevant regulatory authority upon their reasonable request. The Subscriber has taken all reasonable steps to ensure that its beneficial
holders or underlying investors, as applicable, are able to certify to the representations hereunder.


 


Neither the Subscriber nor any person
directly or indirectly controlling, controlled by or under common control with the Subscriber; nor any person having a beneficial interest
in the Subscriber; nor any person for whom the Subscriber acts as agent or nominee in connection with the Common Units, nor any officer,
director, authorized person, controller, employee, agent or representative of the Subscriber:


 


		(a)	is an individual or entity that is the target of sanctions or located, organized or resident in a country
or territory that is the subject of comprehensive territorial Sanctions (including, without limitation, Crimea, Cuba, Iran, North
Korea or Syria (collectively, a “Sanctions Subject”);



 


		(b)	is a person otherwise identified as a terrorist organization on any relevant lists maintained by governmental
authorities in any jurisdiction;



 


		(c)	is a resident in, or organized or chartered under the laws of (i) a jurisdiction that is designated
by the U.S. Secretary of the Treasury under USA PATRIOT Act as warranting special measures because of money laundering concerns or (ii) a
jurisdiction that is designated as non-cooperative with international anti-money laundering efforts by a multinational or inter-governmental
group such as the Financial Action Task Force;



 






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Subscription Agreement (All Subscribers) 


 


		(d)	is a “Politically Exposed Person,”3
 “immediate family” member or “close associate” of a Politically Exposed Person, except as otherwise disclosed
to the Company in writing (the Subscriber confirms that it is a State entity of New South Wales, Australia, and its investment holdings
are not held for the benefit of any particular natural person); or



 


		(e)	is a foreign shell bank or is a U.S. financial institution that has established, maintains, administers
or manages an account in the United States for, or on behalf of, a foreign shell bank.



 


The Subscriber acknowledges and agrees
that (i) should the Subscriber or a Underlying Beneficial Owner or any of their respective controllers or authorized persons be,
or become at any time during its investment in the Company, a Sanctions Subject, the Company or its duly authorized delegate may immediately
and without notice to the Subscriber cease any further dealings with the Subscriber and/or the Subscriber’s Shares in the Company
until the Subscriber ceases to be a Sanctions Subject or a license is obtained under applicable law to continue such dealings (a “Sanctioned
Persons Event”), and (ii) the Company shall have no liability whatsoever for any liabilities, costs, expenses, damages
and/or losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of revenue, loss of reputation
and all interest, penalties and legal costs and all other professional costs and expenses) incurred by the Subscriber as a result of a
Sanctioned Persons Event.


 


The Subscriber represents and warrants
that, to the best of its knowledge, its subscription funds do not originate from, nor will they be routed through, an account maintained
at a shell bank and/or a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction4.


 


To the best of its knowledge, no part
of the funds used by the Subscriber to make capital contributions or other payments to the Company or to fund all or any part of its Capital
Commitment has been, is, or will be, directly or indirectly derived from, or related to, any activities that contravene applicable laws
and regulations, including anti-money laundering, counter-terrorist financing or anti-boycott laws, rules and regulations.


 


The Subscriber represents and warrants
that it is not named on a list of prohibited entities and individuals maintained under the European Union or United Kingdom regulations,
and is not operationally based or domiciled in a country or territory in relation to which current sanctions have been issued by the United
Nations, the European Union or the United Kingdom.


 


The representations and warranties set
forth in this Section 6.15 shall be deemed repeated and reaffirmed by the Subscriber as of each date that the Subscriber is
required to make a contribution of capital to or receive a distribution from the Company. If at any time during the term of the Company
the representations and warranties set forth in this Section 6.15 shall cease to be true, the Subscriber shall promptly so
notify the Company in writing.


 





 



 


3 A “Politically Exposed Person”
means (1) a prominent public figure who is a natural person currently or formerly entrusted with a senior public role or function (e.g.,
a senior official in the executive, legislative, military, administrative, or judicial branches of government); (2) an immediate family
member, which includes the spouse/partner, parent, grandparent, sibling, child, step-child, or in-law of a prominent public figure; (3)
a known close associates, which includes those individuals that are widely- and publicly-known to maintain a close relationship to the
prominent public figure. These known close relationships can occur with anyone and in any capacity, but some examples include distant
relatives, advisors, partners outside the family unit, employees, business associates and representatives/agents.


4 A "Non-Cooperative Jurisdiction"
is any foreign country or territory that is designated as non-cooperative with international anti-money-laundering principles or procedures
by an intergovernmental group or organization, such as Financial Action Task Force.


 






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Subscription Agreement (All Subscribers) 


 


		6.16.	Obligation to Make Drawdown Purchases. The obligation of the Subscriber to make Drawdown Purchases
is unconditional and, to the fullest extent permitted by applicable law, shall not be affected by any bankruptcy of the Company. In furtherance
of the foregoing, the Subscriber hereby irrevocably, to the fullest extent permitted by applicable law, (a) waives any and all of
the Subscriber’s rights under, and any and all of the benefits of Sections 365(c)(1), 365(c)(2) and 365(e)(2) of the Bankruptcy
Code in respect of any case involving the Company as debtor under the Bankruptcy Code (an “Applicable Bankruptcy Case”)
insofar as any of such sections would apply to the Subscriber’s obligation to make Drawdown Purchases (including any of the rights
of the Subscriber thereunder to terminate, or assert a defense to the assumption or enforcement of such obligation), (b) consents
to the assumption and enforcement of such obligation by the trustee or other representative of the debtor’s estate in any Applicable
Bankruptcy Case and (c) agrees to reconfirm the waiver contained in clause (a) above and the consent contained in clause (b) above
to the trustee or other representative of the debtor’s estate in any Applicable Bankruptcy Case at any time requested by the lender
or similar obligee of the indebtedness of the Company. In addition to the foregoing, the obligation of the Subscriber to make Drawdown
Purchases shall, to the fullest extent permitted by applicable law, survive any dissolution of the Company whether such dissolution may
result from any Applicable Bankruptcy Case, from an event of default under the terms of the indebtedness of the Company or otherwise and
shall be fully enforceable against the Subscriber notwithstanding such dissolution until such obligation shall have been repaid in full.
Each of the provisions of this Section 6.16 shall be binding upon the Subscriber and the Subscriber’s successors and
permitted assigns. The Subscriber hereby acknowledges that the Subscriber should consult its own legal counsel concerning the implications
of the provisions of this Section 6.16. If the Subscriber is a corporation, limited liability company, trust, partnership
or other entity organized under the laws of a jurisdiction outside of the United States, the Subscriber represents and warrants that there
are no laws or regulations (U.S. or non-U.S.) that might restrict its ability to make Drawdown Purchases or pay any fees associated therewith.



 


		6.17.	Tax Matters. The Subscriber agrees that it shall provide such information, cooperation and assistance,
including but not limited to executing and filing forms or other statements (including making representations), as is reasonably requested
by the Company to assist the Company or any entity in which the Company owns a direct or indirect interest to satisfy any applicable law
or tax reporting or compliance requirements or to qualify for an exception from or reduced rate of tax or other tax benefit or be relieved
of liability for any tax, or to determine the extent of and fulfill, its withholding obligations. The Subscriber agrees to furnish the
Company with any representations and forms as shall reasonably be requested by the Company to assist it in obtaining any exemption, reduction
or refund of any withholding or other taxes and other charges (i.e., penalties and interest) imposed by any taxing authority or other
governmental agency upon the Company or amounts paid to the Company. The Subscriber represents that it has provided the Company with a
correctly and fully completed and executed Form W-9 or an applicable Form W-8 and corresponding statements (as appropriate).
The Subscriber agrees that, from time to time, as reasonably requested in writing by the Company or upon a change in circumstances that
renders any Internal Revenue Service Form previously delivered obsolete, inaccurate in any material respect or invalid, the Subscriber
shall deliver to the Company the applicable Internal Revenue Service Form, as updated. The Subscriber understands that the Company intends
to elect or has elected to be treated as a “regulated investment company” within the meaning of Section 851 of the Code
for U.S. federal income tax purposes. Pursuant to these elections, the Subscriber shall be required to furnish certain information to
the Company as required under U.S. Treasury Regulation §1.852-6(a) and other regulations. If the Subscriber is unable or refuses
to provide such information directly to the Company, the Subscriber understands that it shall be required to include additional information
on its income tax return as provided in U.S. Treasury Regulation § 1.852-7.



 


		6.18.	Non-U.S. Residents Only. If the Subscriber is a resident of one of the jurisdictions set forth
on Annex 2 hereto, the Subscriber makes the representations specified on Annex 2 hereto for such jurisdiction.



 






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Subscription Agreement (All Subscribers) 


 


		6.19.	Compliance with Rule 506(d). The Subscriber represents that neither the Subscriber nor anyone
who is treated as a beneficial owner of the Common Units hereby being purchased by the Subscriber under Rule 506(d) or Rule 506(e) of
the 1933 Act has been subject to any of the events specified on pages S-16 and S-17 of the Subscriber Questionnaire during the time
periods specified therein. Furthermore, the Subscriber agrees to provide the Company with prompt written notice of the occurrence of any
event specified on pages S-16 and S-17 of the Subscriber Questionnaire with respect to the Subscriber or any such beneficial owner.



 


		6.20.	Consent to Electronic Delivery. The Subscriber acknowledges that it has received this Subscription
Agreement electronically as a portable document format (“PDF”) document and that it has read Section B
of the Subscriber Questionnaire attached hereto relating to consents to electronic delivery of periodic reporting and/or tax information
in respect of the Common Units.



 


		7.	Representations, Warranties and Covenants of the Company. The Company hereby represents, warrants
and covenants to the Subscriber, as of the Closing, that:



 


		7.1.	(i) The Company is duly organized, validly existing and in good standing under the laws of the State
of Delaware; (ii) the Company has all requisite power and authority to sell the Common Units as provided herein; (iii) the sale
of the Common Units does not violate or conflict with any provision document or instrument by which the Company is bound as of the Closing;
(iv) the sale of the Common Units has been duly authorized by all necessary action on the Company’s behalf; and (v) this
Subscription Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding agreement of the
Company;



 


		7.2.	The Company will have full power to conduct its business as described in the Fund Documents; and



 


		7.3.	Neither the execution nor the delivery of this Subscription Agreement, nor the consummation of the transactions
as contemplated herein, nor compliance with the terms, conditions or provisions hereof will result in a breach or violation of any of
the terms or provisions or constitute a default under any agreement or instrument to which the Company is a party.



 


		8.	Payment



 


		8.1.	The Company will distribute all payments of wire transfers to the bank account in the name of the Subscriber
from which funds were originally paid. Checks will not be used to make payments to the Subscriber, and checks will not be accepted from
the Subscriber.



 


		8.2.	The Subscriber will make payments in accordance with the wire instructions provided by the Company. The
Subscriber represents that subscription funds will be wired to the Company from the account listed in the Remitting Wiring Bank section
of the Subscriber Questionnaire.



 


		9.	Amendments and Waivers. This Subscription Agreement may be amended, and the observance of any provision
hereof may be waived (either generally or in a particular instance and, to the fullest extent permitted by applicable law, either retroactively
or prospectively) only with the written consent of the Subscriber and the Company, provided, that an amendment to reduce Subscriber’s
Capital Commitment shall require only the written consent of the Company and no consent of the Subscriber shall be necessary for such
an amendment.



 






    20 


     


    

 


Subscription Agreement (All Subscribers) 


 


		10.	Survival of Representations and Warranties; Indemnity. All representations, warranties and covenants
contained herein or made in writing by the Subscriber, or by or on behalf of the Company in connection with the transactions contemplated
by this Subscription Agreement shall survive the execution and delivery of this Subscription Agreement, any investigation at any time
made by or on behalf of the Company or the Subscriber, and the issue and sale of Common Units. Unless the Company agrees otherwise in
writing, the Subscriber shall and hereby does indemnify and hold harmless the Company, the Adviser, the Administrator, their affiliates
and their respective directors, officers, employees, representatives and agents (together, the “Indemnified Parties”
and each, an “Indemnified Party”) from and against any and all losses, expenses, liabilities and other claims and damages
(collectively, “Losses”) relating to or arising out of any breach of any representation, warranty or covenant made by the
Subscriber in this Subscription Agreement, except for Losses to the extent primarily attributable to such Indemnified Party’s own
willful misfeasance, bad faith, gross negligence, or reckless disregard of such Indemnified Party’s duties. Unless the Subscriber
agrees otherwise in writing, the Company shall and hereby does indemnify and hold harmless the Subscriber, its affiliates and its respective
directors, officers, employees, representatives and agents (together, the “Subscriber Indemnified Parties” and each,
a “Subscriber Indemnified Party”) from and against any and all Losses relating to or arising out of any breach of any
representation, warranty or covenant made by the Company in this Subscription Agreement, except for Losses to the extent primarily attributable
to such Subscriber Indemnified Party’s own willful misfeasance, bad faith, gross negligence, or reckless disregard of such Subscriber
Indemnified Party’s duties.



 


		11.	No Joint Liability Among the Company, the Adviser and the Administrator. The Company shall not
be liable for the fulfillment of any obligation of the Adviser or the Administrator under or in connection with this Subscription Agreement.
The Adviser shall not be liable for the fulfillment of any obligation or for the accuracy of any representation of the Company or the
Administrator under or in connection with this Subscription Agreement. The Administrator shall not be liable for the fulfillment of any
obligation or for the accuracy of any representation of the Company or the Adviser under or in connection with this Subscription Agreement.
There shall be no joint and several liability of the Company, the Adviser and the Administrator for any obligation under or in connection
with this Subscription Agreement.



 


		12.	Successors and Assigns. This Subscription Agreement is not transferable or assignable by the Subscriber,
except with the Company’s consent. This Subscription Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective heirs, successors and permitted assigns of the parties hereto.



 


		13.	Notices. Each notice relating to this Subscription Agreement shall be in writing and shall be delivered
(a) in person, by registered or certified mail or by private courier, overnight or next day express mail or (b) by fax, e-mail
or other electronic means, with such confirmation as the Company deems appropriate under the circumstances. All notices to any Subscriber
shall be delivered to such Subscriber at its last known address, fax number, e-mail address or other electronic “address,”
as applicable, as set forth in the records of the Company. All notices to the Company shall be delivered to the Company c/o MS Capital
Partners Adviser Inc., 1585 Broadway, New York, NY 10036, Attention: Orit Mizrachi, with a copy (which shall not constitute notice) to
Dechert LLP, One International Place, 40th Floor, 100 Oliver Street, Boston, MA 02110-2605, Attention: Thomas J. Friedmann. Any Subscriber
may designate a new address, fax number, e-mail address and/or other electronic “address” for notices by giving written notice
to that effect to the Company. The Company may designate a new address, fax number, e-mail address or other electronic “address”
for notices by giving written notice to that effect to each of the Subscribers. Unless otherwise specifically provided in this Subscription
Agreement, a notice given in accordance with the foregoing clause (a) shall be deemed to have been effectively given three Business
Days, if to a domestic address, and ten Business Days, if to an international address, after such notice is mailed by registered or certified
first class mail, return receipt requested and postage pre-paid, and one Business Day after such notice is sent by FedEx or other one-day
service provider, to the proper address, or when delivered in person or by delivery service pre-paid. Unless otherwise specifically provided
in this Subscription Agreement, a notice given in accordance with the foregoing clause (b) shall be deemed to have been effectively
given when sent and confirmed in such manner as the Company deems appropriate under the circumstances.



 






    21 


     


    

 


Subscription Agreement (All Subscribers)


 


		14.	Applicable Law. THIS SUBSCRIPTION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO
SHALL BE INTERPRETED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.



 


		15.	Venue; Waiver of Jury Trial. To the fullest extent permitted by applicable law, and unless otherwise
agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally (i) consents to and accepts for itself and
in respect of its property, generally, the exclusive jurisdiction of the courts of the State of New York located in New York County or
the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising out
of or related to this Subscription Agreement and agrees that any legal action or proceeding arising out of or related to this Subscription
Agreement seeking any relief whatsoever shall be brought in the foregoing courts and not in any other court in any other jurisdiction,
(ii) waives any claim that such courts lack personal jurisdiction over it, and agrees not to plead or claim, in any legal action
or proceeding arising out of or related to this Subscription Agreement, that such courts lack personal jurisdiction over it, (iii) waives
any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or
related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted
by applicable law, and agrees not to plead or claim in any such court the claim that any such action or proceeding has been brought in
an inconvenient forum and (iv) WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THE SUBSCRIBER MAY HAVE
TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR DIRECTLY OR INDIRECTLY RELATED
TO THIS SUBSCRIPTION AGREEMENT.



 


		16.	Confidentiality.



 


		16.1.	The Subscriber acknowledges that the Memorandum and other information relating to the Company, the Adviser,
the Administrator and their respective affiliates (the “Confidential Information”) have been submitted to the Subscriber
on a confidential basis for use solely in connection with the Subscriber’s consideration of the purchase of Common Units and the
Subscriber agrees to maintain the confidentiality of such Confidential Information. In addition, Confidential Information may include
non-public information regarding any person in which the Company holds, or contemplates acquiring, any investments and non-public information
regarding certain other investment vehicles whose investment adviser is the Adviser or an affiliate of the Adviser. The Subscriber agrees
to comply with all laws, including securities laws, concerning Confidential Information, and the Subscriber agrees that it shall not trade
in the securities of any issuer about which the Subscriber receives material non-public information under this Subscription Agreement
or in its capacity as a holder of Common Units and shall refrain from such trading until any material non-public information no longer
constitutes material non-public information. The Subscriber agrees that, without the prior written consent of the Company (which consent
cannot be unreasonably withheld by the Company), the Subscriber shall not (a) reproduce the Memorandum or any other Confidential
Information, in whole or in part, or (b) disclose the Memorandum or any other Confidential Information to any person who is not an
affiliate of the Subscriber, or a director, officer, employee, auditor, agent, attorney, financial advisor, other professional advisors,
or other representative of the Subscriber or its affiliates, as determined by the Company in its sole discretion, responsible for matters
relating to the Company or who otherwise have a need to know such information in connection with their responsibilities with such Subscriber
and who are under an obligation to keep such information confidential on the terms set forth herein; provided that a Subscriber
so disclosing Confidential Information pursuant to this clause agrees to be responsible for any breach of the terms of this Section 16
by any such affiliate or representative, except to the extent (i) such information is in the public domain (other than as a result
of any action or omission of the Subscriber or any person to whom the Subscriber has disclosed such information) or (ii) such information
in the opinion of legal counsel of the Subscriber (which such legal counsel, in the case of a Subscriber which is an institutional investor,
may be staff or in-house counsel regularly employed by such institutional investor) is required by applicable law or regulation to be
disclosed, in which case the Subscriber shall first notify the Company of such requirement (unless such notification is prohibited by
law) so that the Company may pursue a protective order or other appropriate remedy or waive compliance with the terms of this Section 16,
and if a protective order or other appropriate remedy is not obtained, or if the Company waives compliance with the terms of this Section 16,
then the Subscriber shall disclose only that portion of Confidential Information that the Subscriber is advised by counsel is legally
required to be disclosed and shall use its commercially reasonable efforts to protect the confidentiality of such information disclosed,
including by requesting that confidential treatment be accorded such information. The Subscriber further agrees to return the Memorandum
and any other information relating to the Company upon the Company’s request therefor. The Subscriber acknowledges and agrees that
monetary damages may not be sufficient remedy for any breach of this Section 16 by the Subscriber and that, in addition to
any other remedies available to the Company in respect of any such breach, the Company shall be entitled to specific performance and injunctive
or other equitable relief as a remedy for any such breach.



 






    22 


     


    

 


Subscription Agreement (All Subscribers)


 


		16.2.	To the extent that the Freedom of Information Act, 5 U.S.C. § 552, (“FOIA”), any
state public records access law, any state or other jurisdiction’s laws similar in intent or effect to FOIA, or any other similar
statutory or regulatory requirement would potentially cause the Subscriber or any of its affiliates to disclose information relating to
the Company, its affiliates and/or any of the Company’s investments, the Subscriber hereby agrees that it will promptly notify the
Company of such requested disclosure, and the Subscriber (i) shall take commercially reasonable steps to oppose and prevent the requested
disclosure unless (A) such Subscriber is advised by counsel (which in the case of a Subscriber that is an institutional investor
may be in-house counsel regularly employed by such institutional investor) that there exists no reasonable basis on which to oppose such
disclosure, (B) the Company does not object in writing to such disclosure within ten Business Days (or such lesser time period as
stipulated by the applicable law) of such notice or (C) such disclosure solely relates to fund level, aggregate performance information
(i.e., aggregate cash flows, total returns, the year of formation of the Company, and such Subscriber’s own Capital Commitment and
Undrawn Commitment), and does not include (I) any Confidential Information relating to individual portfolio entities, (II) copies
of this Subscription Agreement and related documents or (III) any other Confidential Information not referred to in clause (C) above;
and (ii) acknowledges and agrees that notwithstanding any other provision of this Subscription Agreement the Company may in order
to prevent any such potential disclosure that the Company determines in good faith is likely to occur (1) withhold all or any part
of the information otherwise to be provided to the Subscriber other than the fund level, aggregate performance information specified in
clause (C) above, (2) provide to the Subscriber access to such information only via an Internet website in password protected,
non-downloadable- non-printable format, (3) to the maximum extent permitted by law, require the Subscriber to return any copies of
any such information provided to it by the Company and/or (4) make any such information available to the Subscriber at the Company’s
offices (or, at the request of the Company, the offices of counsel to the Company) or at the office of another third-party that has agreed
to keep such information confidential; provided, that the Company shall not withhold any such information if the Subscriber confirms
in writing to the Company, based on the advice of counsel, that compliance with the procedures provided for in this Section 16.2
is legally sufficient to prevent such potential disclosure. For greater certainty, it is understood that a Subscriber that is subject
to FOIA, any state public records access law, any state or other jurisdiction’s laws similar in intent or effect to FOIA, or any
other similar statutory or regulatory requirement and that maintains an established policy that was previously provided to the Company
in writing, or regular practice with respect to the disclosure of the fund level, aggregate performance information permitted to be disclosed
pursuant to clause (C) of this Section 16.2 may disclose such information without prior notice to the Company.



 






    23 


     


    

 


Subscription Agreement (All Subscribers) 


 


		16.3.	For the avoidance of doubt and without limiting any other provision contained herein, this Section 16.3
is subject to the Side Letter.



 


		17.	Headings; Terms Generally. The cover page, the table of contents and the headings of the sections
of this Subscription Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof. When the words or
phrases “include” and “including” and words or phrases of similar import are followed by a list of one or more
items, such list shall be deemed to be illustrative only and shall not be deemed to be an exclusive listing. The word “shall”
shall be construed to have the same meaning and effect as the word “will.”



 


		18.	Entire Agreement. This Subscription Agreement and the other agreements or documents referred to
herein, including the Fund Documents, contain the entire agreement of the parties with respect to the subject matter hereof, and there
are no representations, covenants or other agreements except as set forth herein.



 


		19.	Counterparts; Signatures. This Subscription Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Any signature
on the signature page of this Subscription Agreement may be an original or an electronically transmitted or affixed signature.



 


		20.	Severability. If any provision of this Subscription Agreement is invalid or unenforceable under
any applicable law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified
to conform with such applicable law. Any provision hereof which may be held invalid or unenforceable under any applicable law shall not
affect the validity or enforceability of any other provision hereof, and to this extent the provisions hereof, shall be severable.



 


		21.	Third Party Rights. Notwithstanding any other term of this Subscription Agreement, the consent
of any person who is not a party to this Subscription Agreement (including, without limitation, any Indemnified Party) is not required
for any amendment to, or variation, release, rescission or termination of this Subscription Agreement.



 






    24 


     


    

 


Subscriber Questionnaire 


 


Subscriber Questionnaire


 


The Subscriber understands that the Company is
relying on the accuracy and completeness of the information furnished by the Subscriber, among other reasons, to establish that (i) the
proposed offer and sale of the Common Units is exempt from registration under the 1933 Act, meets the requirements of applicable state
securities laws, or both, (ii) the assets of the Company do not constitute “plan assets” for purposes of ERISA or any
Similar Law, (iii) the proposed offer and sale of the Common Units is not a non-exempt prohibited transaction under Section 406
of ERISA, Section 4975 of the Code, or any Similar Law, and (iv) each of the Company, the Adviser and their respective affiliates
is in compliance with any law, rule, regulation, executive order or policy applicable to such person (including without limitation any
anti-money laundering laws, the USA PATRIOT Act or any privacy laws).


 


This Subscriber Questionnaire contains four parts.
Prospective Subscribers should complete all applicable parts (including the Subscriber Signature Page) and provide additional documentation
where indicated.


 


		·	Section A: General Information (to be completed by all Subscribers)






		·	Section B: Subscriber Qualification and Consent to Electronic Delivery of Periodic Reporting and/or Tax Information (to be completed
by all Subscribers)






		·	Section C: Supplemental Information for Entities (to be completed by all Subscribers that are entities)






		·	Section D: Subscriber Signature Page (to be completed by all Subscribers)



 


Capitalized terms used but not otherwise defined
herein shall respectively bear the meanings ascribed to them in the Subscription Agreement to which the Subscriber Questionnaire is attached.


 






    S-1


     


    

 

 

	
	Subscriber Questionnaire
Section A: General Information (All Subscribers)

 S-2

28280174.3

1. Identity of Subscriber
Full legal name of Subscriber:
Telephone Number:   Email Address:

If IRA or Keogh Plan, natural person who established plan:
Primary Subscriber Classification (check applicable category):
 ☐ Individual
 ☐ Tenants in Common
 ☐ Joint Tenants
 ☐ Tenants by the Entirety
 ☐ Community Property
 ☐ Individual Retirement Account (IRA)†
 ☐ 401(k) Account
 ☐ Keogh Plan
 ☐ General Partnership
 ☐ Limited Partnership
 ☐ Corporation
 ☐ Limited Liability Company
 ☐ Massachusetts or Similar Business Trust
 ☐ Foundation
 ☐ Private Foundation
 ☐ Estate
 ☐ Endowment
 ☐ Employee Benefit Plan
 ☐ Employee Benefit Plan Trust
 ☐ Personal Holding Company or Personal
Investment Vehicle
 ☐ Trust
Please Specify Type: ☐ Revocable Trust ☐ Complex Trust ☐ Simple Trust ☐ Grantor Trust
 ☐ Non-Grantor Trust (other than Employee Benefit Plan Trust) - Please Specify Type:
  ☐ Other entity type - Please Specify Type:

 † If the Subscriber is an IRA, the Individual who established the IRA: (i) has directed the custodian or trustee of
the Subscriber to execute the Subscription Agreement on the Subscriber Signature Page and (ii) has signed the
signature  page  to  this  Subscription  Agreement  as  such  to  indicate  that  he  or  she  has  reviewed,  directed  and
certifies to the accuracy of the representations and warranties made by the Subscriber herein.
Jurisdiction in which Subscriber received this Subscription Booklet
(if United States, indicate state):




Business Address (for entities) or Residential Address (for individuals)
(Note: A fixed address is required for anti-money laundering purposes; a Post Office box cannot be
accepted):

Number and Street   Apt./Suite

City State Zip Code Country
Section A: To be completed by all subscribers 





	
	Subscriber Questionnaire
Section A: General Information (All Subscribers)

 S-3

28280174.3
Mailing Address (if different from above):



Number and Street Apt./Suite

City State Zip Code Country

2. Contact Information
a) Primary Contact
Name:
(Prefix: Mr., Mrs., Dr. etc.) (First Name) (Middle Name/Initial) (Last Name) (Suffix: Jr., III, Ph.D. etc.)
Position or title:
Company name:
Mailing Address (if different from above):

Number and Street  Apt./Suite

City State Zip Code Country
Telephone
Number:
      Email
Address:



 





	
	Subscriber Questionnaire
Section A: General Information (All Subscribers)

 S-4

28280174.3
b) Additional Contact (Optional)
If you would like to provide more than one additional contact, please attach the information to this
subscription document
Name:
(Prefix: Mr., Mrs., Dr. etc.) (First Name) (Middle Name/Initial) (Last Name) (Suffix: Jr., III, Ph.D. etc.)
Position or title:
Company name:
Mailing Address (if different from above):

Number and Street  Apt./Suite

City State Zip Code Country
Telephone
Number:
   Email
Address:



c) Delivery Information for Communications with Subscriber
Please check the appropriate box to indicate to whom the listed information is to be sent.
 All Contacts
Primary
Contact
Morgan Stanley
Contact
Additional
Contact
Drawdown/Distribution/
Fee Notices ☐ ☐ ☐ ☐
Quarterly Reporting
(Statements & Reports) ☐ ☐ ☐ ☐
Tax Related Information
(1099-DIV, etc.) ☐ ☐ ☐ ☐

 





	
	Subscriber Questionnaire
Section A: General Information (All Subscribers)

 S-5

28280174.3
3. Wire Payment Information
Please provide bank wire instructions.
Required Items

a) Bank Wire Payment Information
Beneficiary Bank Name:

Beneficiary Bank Country
(location):

Beneficiary Bank ABA/Routing Number or SWIFT Code
ABA Routing Number (nnn-nnn-nnn):

SWIFT Code:

Beneficiary Account Name:

Beneficiary Account Number:

Reference Information:


If your bank account resides outside of the United States, you must provide U.S. Intermediary wire
instructions below
U.S. Intermediary Bank Name:

U.S. Intermediary Bank Address:

U.S. Intermediary Bank ABA/Routing Number or SWIFT Code
ABA Routing Number (nnn-nnn-nnn):

SWIFT Code:

U.S. Intermediary Bank Account Number:
(If ABA = “021-000-089” or SWIFT = “CITIUS33”, then “Intermediary Account #” must be completed)

b) Please provide a brief explanation of source of funds for this investment:


d)   Please indicate whether you are borrowing or are otherwise financing your acquisition of Common
Units hereunder.  





	
	Subscriber Questionnaire
Section A: General Information (All Subscribers)

 S-6

28280174.3
 ☐  Yes ☐  No
If answered “Yes,” please indicate the amount financed and what, if any, collateral was given to secure the
financing:



4. Additional Information
a) Please provide the Subscriber’s jurisdiction of residence for
tax purposes.
(city, state, country)
b) United States tax status (choose one):
 ☐ Individual/sole proprietor or single-member LLC
 ☐ C-Corporation
 ☐ S-Corporation
 ☐ Partnership
 ☐ Trust/Estate
 ☐ Simple Trust
 ☐ Grantor Trust
 ☐ Complex Trust
 ☐ Limited Liability Company
 ☐ Central Bank of Issue
 ☐ Private Foundation
 ☐ Disregarded Entity
 ☐ Government
 ☐ Tax-Exempt Organization
 ☐ Other (please
explain):



 ☐  Yes ☐  No c) Is the Subscriber treated as a partnership or a disregarded entity for U.S. federal income
tax purposes?
 ☐  Yes ☐  No d) Is  the  Subscriber  or  any  related  person  of  the  Subscriber,  including  any  underlying
beneficial  owner  or  control  person  or  any  person  for  whom  the  Subscriber  acts  as
agent/nominee in connection with an investment, a Politically Exposed Person (or an
immediate  family  member  or  close  associate  of  a  Politically  Exposed  Person),  as
defined in Annex 1?
NOTE: Public officials acting in their official capacity when establishing a relationship
between a government entity and the Company are excluded from the definition of a
 “Politically Exposed Person”
  





	
	Subscriber Questionnaire
Section A: General Information (All Subscribers)

 S-7

28280174.3
NOTE:  If  the  answer  to  Question 4(d)  is  yes,  complete  Politically  Exposed  Persons
(“PEP”) Questionnaire in Appendix 2.



If the answer to Question 4(g) is “Yes”, please identify the name of the public company and the
Subscriber’s relationship to that company:

Name:
Relationship:
In addition, if the answer to Question 4(g) is “Yes” the Subscriber agrees to update the Company
as to any change in their status as above referenced “Corporate Insider.”

 ☐  Yes ☐  No h) Is the Subscriber acting on behalf of one or more Underlying Beneficial Owner(s)?
A Subscriber acts on behalf of one or more Underlying Beneficial Owner(s) if the
Subscriber  is  acting  as  an  agent,  representative,  intermediary,  nominee  or  in  a
similar  capacity  for  any  other  person,  nominee  account  or  beneficial  owner,
whether  a  natural  person  or  Entity  (each  such  natural  person  or  Entity,  an
 “Underlying Beneficial Owner”)

If the answer to Question 4(h) is “Yes,” please indicate the following:


 ☐  Yes ☐  No (i) The representations, warranties and agreements made in this Subscription Booklet,
including  the  representations  and  warranties  contained  in  the  Subscription
 ☐  Yes ☐  No e) Is the Subscriber a Marijuana-Related Business5, involved with a Marijuana-Related
Business,  or  derives  revenue  from  or  substantially  invests in  a  Marijuana-Related
Business?
 ☐  Yes ☐  No f) Is the Subscriber or any Underlying Beneficial Owner of the Subscriber an employee,
 “affiliate” or director of Morgan Stanley or of any affiliate of Morgan Stanley? For
purposes of this paragraph, the term “affiliate” shall include any person, directly or
indirectly,  through  one  or  more  intermediaries,  controlling,  controlled  by  or  under
common control with Morgan Stanley.

NOTE: If the answer to Question 4(f) is “Yes,” please notify the contact listed in Section
4 of the “General Instructions” in the Subscription Booklet.


 ☐  Yes ☐  No g) Is the Subscriber currently a senior officer, director or owner of 10% or more of the
voting shares of a public company or other person identifiable as a “Corporate Insider”
of a public company?


5 A Marijuana-Related Business includes: 1) an individual or entity directly involved in the manufacturing, production, sale or distribution
of marijuana, whether for medicinal, recreational, or any other use; 2) an individual or entity that derives a substantial source of wealth,
compensation,  revenue  or  income  from  marijuana-related  activity  (e.g.,  service  providers  that  cater  largely  to  Marijuana-Related
Businesses, commercial lessors that lease property to Marijuana-Related Businesses, etc.); or 3) an individual or entity that is directly
and  predominantly  involved  in  supplying  products,  equipment  or  material  intended  or  designed  for  use  in  furtherance  of  the
manufacturing, production, sale, use or distribution of marijuana (e.g., marijuana LED grow-lights, marijuana grow tents, hydroponics,
etc.). 





	
	Subscriber Questionnaire
Section A: General Information (All Subscribers)

 S-8

28280174.3
Agreement  and  the  information  contained  in  this  Subscriber  Questionnaire,  are
true, complete and accurate with respect to the Underlying Beneficial Owner(s).
 ☐ Yes ☐  No (ii) Section  B of  the  Subscriber  Questionnaire  is  true,  complete and  accurate  with
respect  to  the  assets  held  by  the  Underlying  Beneficial  Owner(s)  and  to  the
qualification of each Underlying Beneficial Owner as an “accredited investor” as
defined in Regulation D under the 1933 Act.
 ☐ Yes  ☐ No (iii) Was  any  Underlying  Beneficial  Owner  formed  for  the  specific  purpose  of
purchasing the Common Units?
 ☐  Yes ☐  No (iv) Does  any  Underlying  Beneficial  Owner’s allocable  portion  of  the  Capital
Commitment constitute 25% or more of such Underlying Beneficial Owner’s total
assets, or 25% or more of such Underlying Beneficial Owner’s committed capital?
 ☐  Yes ☐  No (v) Is  any  Underlying  Beneficial  Owner  (i)  a  participant-directed  contribution  plan
(such as a 401(k) plan) or (ii) a partnership or other investment vehicle (x) in which
its partners or participants have or will have any discretion to determine whether or
how much  of  such  Underlying  Beneficial  Owner’s  assets  are  invested  in  any
investment made or to be made by such Underlying Beneficial Owner (including
the Subscriber’s Capital Commitment) or (y) that is otherwise an entity managed
to  facilitate  the  individual decisions  of  its  beneficial owners  to  invest  in  the
Company?

NOTE: If the answer to Question 4(h) (iii), (iv) or (v) above is “Yes,” with respect to any Underlying
Beneficial Owner, each beneficial owner of such Underlying Beneficial Owner must complete a copy of
this Subscriber Questionnaire (as if such person were directly purchasing the Common Units).

 ☐  Yes ☐  No


i) Is the Subscriber or any Underlying Beneficial Owner, or will the Subscriber or
any  Underlying  Beneficial  Owner  be,  a  person (including  an  entity)  that  has
discretionary authority or control with respect to the assets of the Company or a
person who provides investment advice with respect to the assets of the Company,
or an “affiliate” of such a person?  For purposes of this representation, an “affiliate”
of any person is any person controlling, controlled by or under common control
with  such  first  person,  including  by  reason  of  having  the  power  to  exercise  a
controlling influence over the management or policies of such person.
 ☐  Yes ☐  No

j) Is the Subscriber a private investment company that is not registered under the
Investment Company Act in reliance on Sections 3(c)(1) or 3(c)(7) thereof?
If the answer to Question 4(j) is “Yes,” please indicate the following:
 ☐  Yes ☐  No (i) Was the Subscriber formed on or before April 30, 1996?
If the answer to Question 4(j)(i) is “Yes,” please indicate the following:
 ☐  Yes ☐  No (ii) Has  the  Subscriber  obtained  consent  of  its  indirect  and  direct  Underlying
Beneficial  Owners  to  be  treated  as  a  “qualified  purchaser”  as  provided  in
Section  2(a)(51)(C)  of  the  Investment  Company  Act  and  the  rules  and
regulations thereunder?

 





	
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28280174.3

Subscriptions  will  be  accepted  only  from  persons  who  qualify  as  eligible  investors  within  the  meaning  of
applicable federal and state securities regulations.
Unless otherwise indicated, responses should be given by reference to the specific person for whose account
the Common Units are being acquired.
1. Investor Accreditation
Common Units will be sold only to Subscribers that are “accredited investors” as defined in Regulation D
under the 1933 Act.
Please  indicate  the  basis  of  “accredited  investor”  status  of  the  Subscriber  by  checking all applicable
statements below, or, if none apply, please notify the contact listed in Section 4 of the “General Instructions”
in the Subscription Booklet:
For Natural Persons:
(i) ☐ a natural person whose individual net worth, or joint net worth with his or her spouse or spousal
equivalent, exceeds $1,000,000.6
(ii) ☐a natural person who had an individual annual income in excess of $200,000 in each of the two most
recent years, or a joint annual income with his or her spouse or spousal equivalent in excess of $300,000
in each of those years, and has a reasonable expectation of reaching the same income level in the current
year.7
(iii) ☐ a director, executive officer, or general partner of the Company, or any director, executive officer,
or general partner of a general partner of the Company.
(iv) ☐ a natural person holding in good standing one or more professional certifications or designations or
credentials  from  an  accredited  educational  institution  that  the  SEC has  designated  as qualifying  an
individual for accredited investor status.
For Entities:
(v) ☐ a bank as defined in Section 3(a)(2) of the 1933 Act, or any savings and loan association or other
institution as defined in Section 3(a)(5)(A) of the 1933 Act whether acting in its individual or fiduciary
capacity or an insurance company as defined in Section 2(a)(13) of the 1933 Act.
(vi) ☐ an investment adviser registered pursuant to Section 203 of the Investment Advisers Act or the laws
of a state or relying on the exemption from registering with the SEC under Section 203(l) or (m) of the
Investment Advisers Act.
(vii) ☐a broker or dealer registered pursuant to Section 15 of the 1934 Act.


6 For purposes of calculating the Subscriber’s net worth: (i) the Subscriber’s primary residence must not be included as an asset; (ii)
indebtedness secured by the Subscriber’s primary residence, up to the estimated fair market value of the primary residence at the time
of the sale of securities, may not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the
sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary
residence, the amount of such excess must be included as a liability); and (iii) indebtedness that is secured by the Subscriber’s primary
residence in excess of the estimated fair market value of the residence at the time of the sale of securities must be included as a liability.
7 One measure of “individual annual income” is “adjusted gross income,” as reported for U.S. federal income tax purposes, less any income
attributable to a spouse or to property owned by a spouse and increased by the following amounts (but not including any amounts
attributable to a spouse or to property owned by a spouse, if applicable): (i) the amount of any tax-exempt interest income received, (ii)
the amount of losses claimed as a limited partner in a limited partnership, (iii) any deduction claimed for depletion, (iv) alimony paid
and (v) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the
provisions of Section 1202 of the Code.
Section B: To be completed by all subscribers 





	
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28280174.3
(viii) ☐ an investment company registered under the Investment Company Act.
(ix) ☐ a business development company as defined in Section 2(a)(48) of the Investment Company Act,  a
Small Business Investment Company licensed by the U.S. Small Business Administration under Section
301(c) or (d) of the Small Business Act or a Rural Business Investment Company as defined in section
384A of the Consolidated Farm and Rural Development Act.
(x) ☐ an employee benefit plan within the meaning of Section 3(3) of ERISA (including an individual
retirement plan), which satisfies at least one of the following conditions: (i) the investment decision is
made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, a savings and
loan association, an insurance company or a registered investment adviser, (ii) the employee benefit
plan has total assets in excess of $5,000,000 or (iii) the employee benefit plan is a self-directed plan
(i.e., a tax-qualified defined contribution plan in which a participant may exercise control over the
investment of assets credited to his or her account), with investment decisions made solely by persons
who are “accredited investors” as defined in Rule 501 under the 1933 Act.
(xi) ☐ an employee benefit plan established and maintained by a state, its political subdivisions or any
agency or instrumentality of a state or its political subdivisions, if such plan has total assets in excess
of $5,000,000.
(xii) ☐ a private business development company as defined in Section 202(a)(22) of the Advisers Act.
(xiii) ☐ an organization described in section 501(c)(3) of the Code, corporation, Massachusetts or similar
business trust, partnership, or limited liability company, in each case not formed for the purpose of
acquiring the Common Units, with total assets in excess of $5,000,000.
(xiv) ☐ a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the
Common Units, whose purchase of the Common Units is directed by persons having such knowledge
and experience in financial and business matters that they are capable of evaluating the merits and risks
of a prospective investment in the Common Units.
(xv) ☐ a trust of which each and every grantor is an individual who is an “accredited investor,” as defined
in Rule 501 under the 1933 Act, or an entity that is an “accredited investor,” in each case who can
amend or revoke the trust at any time.
NOTE: Please complete the ENTITY AI DRILLDOWN section below.
(xvi) ☐ an entity in which each and every one of the equity owners is (i) a natural person who is an
 “accredited investor” as defined in Rule 501 under the 1933 Act or (ii) an entity that is an “accredited
investor” as described above.
NOTE: Please complete the ENTITY AI DRILLDOWN section below.
(xvii) ☐ an entity, of a type not listed in (v) through (xvi) above not formed for the specific purpose of
acquiring the securities offered, owning investments in excess of $5,000,000.
(xviii) ☐ a “family office,” as defined in rule 202(a)(11)(G)-1 under the Advisers Act: (A) with assets under
management in excess of $5,000,000, (B) that is not formed for the specific purpose of acquiring the
securities offered, and (C) prospective investment is directed by a person who has such knowledge and
experience in financial and business matters that such family office is capable of evaluating the merits
and risks of the prospective investment.
(xix) ☐ Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Advisers Act, of a family office
meeting the requirements in item (xviii) above and whose prospective investment in the Company is
directed by such family office pursuant to item (xviii)(C).
(xx) ☐ none of the above. Please notify the contact listed in Section 4 of the “General Instructions” in the
Subscription Booklet.
 





	
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28280174.3
NOTE: If the Subscriber’s accreditation is based upon item number (xv) or number (xvi), the Subscriber must
make the representations set forth below.

ENTITY AI DRILLDOWN: For Subscribers who checked number (xv) or (xvi) above.

Total number of grantors of the Subscriber (if applicable):
Total number of equity owners of the Subscriber (if applicable):
If there are more than 3 grantor/equity owners, please attach additional sheets, as necessary
Grantor/equity owner #1 – Name:
Grantor/equity owner #2 – Name:
Grantor/equity owner #3 – Name:
The Subscriber hereby represents that each grantor/equity owner listed above is an “accredited investor,” as
defined in Rule 501 of Regulation D under the 1933 Act, because:
NOTE: A roman numeral, not a checkmark or other mark, must be written in the blank line(s) below. The
number written in is for the grantor or equity owner, not for the Subscriber.
 • If the Subscriber’s grantor or equity owners are natural persons, Subscribers should review Accredited
Investor representations (i) through (iv) under the “For Natural Persons” section in Section B and insert
the applicable roman numeral(s) for the Subscriber’s grantor or equity owners in the designated
space(s) below.
 • If the Subscriber’s grantors or equity owners are entities, Subscribers should review Accredited
Investor representations (v) through (xx) under the “For Entities” section in Section B and insert the
applicable roman numeral(s) for the Subscriber’s grantors or equity owners in the designated space(s)
below.
 • If Accredited Investor representation(s) (xv) or (xvi) are provided for a grantor or equity owner, then
additional pages of S-12 – S-13 must be provided for the grantors or equity owners of that entity
grantor or equity owner, in order for them to similarly provide their applicable Accredited Investor
representation(s).

Grantor/equity owner #1, if completing Section B(1) of this “Subscriber Questionnaire” truthfully and
accurately, indicate the roman numeral option you would have selected

Grantor/equity owner #2, if completing Section B(1) of this “Subscriber Questionnaire” truthfully and
accurately, indicate the roman numeral option you would have selected

Grantor/equity owner #3, if completing Section B(1) of this “Subscriber Questionnaire” truthfully and
accurately, indicate the roman numeral option you would have selected

 





	
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28280174.3
2. Consent to Electronic Delivery of Periodic Reporting and/or Tax Information
For Primary Contact of Subscriber
 • If you choose not to consent to electronic delivery of periodic reporting (including statements, commentary
and  notices)  and/or  tax  information  via Company’s  investor  portal or  if  you  subsequently  withdraw  your
consent to such electronic delivery, paper copies of such periodic reporting or tax information will be furnished
to you via U.S. Mail or UPS / FedEx.
 • Such consent applies to all periodic reporting or tax information, as applicable, required to be furnished to you
by the Company after this consent is given until you withdraw consent.
 • Notwithstanding your consent,  you are entitled  to  receive  paper  copies  of  such  periodic  reporting and  tax
information upon request. The Company will NOT treat your request for paper copies as a withdrawal of
consent. If you wish to withdraw consent, you understand that you must do so affirmatively.
 • You may withdraw consent by contacting MS Capital Partners Adviser Inc., 1585 Broadway, New York,
NY  10036,  Attn: Orit  Mizrachi (or at  such  updated  address  as  the  Company  may  communicate  to  the
Subscribers from time to time), or via email to Orit.Mizrachi@morganstanley.com. The withdrawal of consent
will be effective within 60 (sixty) calendar days of receipt by the Company and will be confirmed in writing
by the Company (including the date on which the withdrawal will take effect). A withdrawal of consent does
not apply to any periodic reporting or tax information that was furnished electronically before the withdrawal
takes effect.
 • You can contact MS Capital Partners Adviser Inc., 1585 Broadway, New York, NY 10036, Attn: Orit
Mizrachi (or at such updated address as the Company may communicate to the Subscribers from time to time),
or via email to orit.mizrachi@morganstanley.com to communicate any changes in your contact information.
The Company will email you if the contact information for the Company changes.
 • If the Subscriber has received the Subscription Booklet (including this Subscriber Questionnaire) as a PDF file
in an email attachment or in any other electronic format, the receipt thereof reasonably demonstrates that the
Subscriber  can  access  any  tax  information  in  the  electronic  format  in  which  it  will  be  furnished  to  the
Subscriber.  If  the  Subscriber  received  the  Subscription  Booklet  in  a  non-electronic  format,  the  Subscriber
confirms that it consents to electronic delivery of any tax information in respect of the Common Units and that
it is able to access documents delivered through electronic means.
 • If you consent to the electronic delivery of periodic reporting and/or tax information via Company’s
investor portal, such periodic reporting and/or tax information may be posted to Company’s investor portal
as a PDF file.
For all Contacts of Subscriber other than the Primary Contact
 • All periodic reporting (including statements, commentary and notices) and/or tax information to be provided
to you will be delivered electronically via Company’s investor portal. Paper copies of such periodic reporting
or tax information will not be furnished to you via U.S. Mail or UPS / FedEx, even if you no longer wish to
continue receiving such period reporting or tax information electronically via Company’s investor portal.
 • You can contact MS Capital Partners Adviser Inc., 1585 Broadway, New York, NY 10036, Attn: Orit
Mizrachi (or at such updated address as the Company may communicate to the Subscribers from time to time),
or via email to orit.mizrachi@morganstanley.com to communicate any changes in your contact information.
The Company will email you if the contact information for the Company changes.
Instructions:  Please check  the  box below  and  reply  to  the  email  by  which  the  Subscriber  received  this
Subscription Agreement (including a copy of the completed consent) or upload the signed consent to the
secure website through which the Subscriber downloaded this Subscription Agreement to confirm that (a)
the Subscriber consents to electronic receipt of periodic reporting and/or tax information in respect of its 





	
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28280174.3
Common  Units in  the  Company  and  (b)  the  Subscriber is  able  to  open  the PDF document  sent  to  the
Subscriber’s email address or posted to the Company’s secure website.

 ☐ I  consent  to  electronic  delivery  of  any  tax information  circulated  by  the  Company  on  such  terms  and
conditions  as  described  in  this  Consent  to  Electronic  Delivery  of  Periodic  Reporting  and/or  Tax
Information form.
 





	
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28280174.3
3. Affirmative Indication of Independent Judgment
(Pursuant to FINRA Rule 2111)8
In  connection  with  the  proposed  investment  in  the  Company,  the  undersigned,  on  behalf  of  the  Subscriber,
acknowledges and represents to Morgan Stanley & Co. LLC, a registered broker-dealer, and any affiliated broker-
dealers that may assist in the placement of Common Units (collectively, “Morgan Stanley”) that:
 ☐  Yes ☐  No 1) The Subscriber qualifies as an Institutional Account, as defined in FINRA Rule 4512(c):9
If  the  Subscriber  answers  “Yes”  to  Question  1  above,  Subscriber  hereby represents  and
warrants as follows:
a) The Subscriber (i) is capable of evaluating investment risks independently, both in
general and with regard to all transactions and investment strategies involving a security
or securities, including private equity funds and other alternative investments; and (ii)
will exercise independent judgment in evaluating an investment in the Company, unless
it has otherwise notified Morgan Stanley in writing;
b) The Subscriber has consulted appropriate internal and/or external advisers to the
Subscriber, other than Morgan Stanley, in connection with the Subscriber’s investment
in the Company;
c) The Subscriber will notify Morgan Stanley immediately at the address below if
anything in this Subscriber Questionnaire ceases to be true; and
d) The signatory below is authorized to sign on behalf of the Subscriber named below.
 ☐  Yes ☐
No
2) Is the Subscriber a client of Morgan Stanley Private Wealth Management Ltd., Morgan
Stanley Bank International Limited, Bank Morgan Stanley AG, Bank Morgan Stanley
AG, Hong Kong Branch (or Morgan Stanley Asia Limited, as the case may be) or Bank
Morgan Stanley AG, Singapore Branch (or Morgan Stanley Asia (Singapore) Pte., as the
case may be)?
By executing this subscription booklet, the undersigned affirms that the above statements are accurate but does
not waive any rights afforded under U.S. federal or state securities laws, including any rights under Section 10(b)
of the 1934 Act and the rules and regulations promulgated thereunder.
NOTE: This letter shall apply with respect to an investment in the Company by the Subscriber, whether for its
own  account  or  for  the  account  of  any  beneficial  owner  that  has  delegated  decision  making  authority  to  the
Subscriber.
If you cannot respond to Question 1 or 2 above, please contact the person listed in Section 4 of the “General
Instructions” in the Subscription Booklet.


8 Available at http://www.finra.org/Industry/Regulation/FINRARules/.
9 “Institutional Account” means the account of: (1) a bank, savings and loan association, insurance company or registered investment
company; (2) an investment adviser registered either with the SEC under Section 203 of the Investment Advisers Act or with a state
securities commission (or any agency or office performing like functions); or (3) any other person (whether a natural person, corporation,
partnership, trust or otherwise) with total assets of at least $50 million as of the date of execution of this Certificate whether such assets
are invested for such person’s own account or under management for the account of others. 





	
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28280174.3
4. Rule 506(D) Events
The Subscriber represents that neither the Subscriber nor anyone who is treated as a beneficial owner of the
Common Units hereby being purchased by the Subscriber under Rule 506(d) or Rule 506(e) of the 1933 Act has
been subject to any of the following specified events during the time periods specified therein. Furthermore, prior
to the final Closing, the Subscriber agrees to provide the Company with prompt written notice of the occurrence
of any of the following specified events with respect to the Subscriber or any such beneficial owner.
(i) Conviction, within the ten-year period ending on the date hereof, of any felony or misdemeanor:
(A) In connection with the purchase or sale of any security;
(B) Involving the making of any false filing with the SEC; or
(C) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer,
investment adviser or paid solicitor of purchasers of securities;
(ii) Any order, judgment or decree of any court of competent jurisdiction, entered within the five-year period
ending on the date hereof, that, at this date, restrains or enjoins the Subscriber from engaging or continuing
to engage in any conduct or practice:
(A) In connection with the purchase or sale of any security;
(B) Involving the making of any false filing with the SEC; or
(C) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer,
investment adviser or paid solicitor of purchasers of securities;
(iii) A final order of a state securities commission (or an agency or officer of a state performing like functions); a
state authority that supervises or examines banks, savings associations, or credit unions; a state insurance
commission (or an agency or officer of a state performing like functions); an appropriate federal banking
agency; the  U.S. Commodity Futures  Trading Commission (the  “CFTC”); or  the National  Credit  Union
Administration that:
(A) On the date of this letter, bars the Subscriber from:
1. Association with an entity regulated by such commission, authority, agency or officer;
2. Engaging in the business of securities, insurance or banking; or
3. Engaging in savings association or credit union activities; or
(B) Constitutes  a  final  order  based  on  a  violation  of  any  law  or  regulation  that  prohibits  fraudulent,
Manipulative, or deceptive conduct entered within the ten-year period ending on the date hereof;
(iv) An order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (15
U.S.C.78o(b) or 78o-4(c)) or section 203(e) or (f) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-
3(e) or (f)) that, as of the date hereof:
(A) Suspends or revokes the Subscriber’s registration as a broker, dealer, municipal securities dealer or
investment adviser;
(B) Places limitations on the activities, functions or operations of the Subscriber; or
(C) Bars the Subscriber from being associated with any entity or from participating in the offering of any
penny stock;
(v) Any order of the SEC entered within the five-year period ending on the date hereof that, as of the date hereof,
orders the Subscriber to cease and desist from committing or causing a violation or future violation of:
(A) Any scienter-based anti-fraud provision of the federal securities laws, including without limitation
section 17(a)(1) of the 1933 Act, section 10(b) of the 1934 Act and rule 10b-5 thereunder, section
15(c)(1) of the 1934 Act and section 206(1) of the Investment Advisers Act,  or any other rule or
regulation thereunder; or
(B) Section 5 of the 1933 Act. 





	
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28280174.3
(vi) Suspension or expulsion from membership in, or suspension or bar from association with a member of, a
registered national securities exchange or a registered national or affiliated securities association for any act
or omission to act constituting conduct inconsistent with just and equitable principles of trade;
(vii) Filing (as a registrant or issuer), or being or being named as an underwriter in, any registration statement or
Regulation A offering statement filed with the SEC that, within the five-year period ending on the date hereof,
was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, as of
the date hereof, the subject of an investigation or proceeding to determine whether a stop order or suspension
order should be issued; or
(viii) A United States Postal Service false representation order entered within the five-year period ending on the
date hereof, or, as of the date hereof, a temporary restraining order or preliminary injunction with respect to
conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or
property through the mail by means of false representations.
Please check all that apply with respect to the events listed above:
 ☐  The Subscriber has been subject to such an event but, prior to the date hereof, (i) the court or regulatory
authority that entered the relevant order, judgment or decree has advised in writing (whether contained in
the relevant judgment, order or decree or separately to the SEC or its staff) that disqualification under
paragraph (d)(1) of Rule 506 under the 1933 Act should not arise as a consequence of such order, judgment
or decree or (ii) the SEC has issued an exemption from paragraph (d)(1) of Rule 506 with respect to such
event. The Subscriber shall provide a copy of such written advice or exemption to:
c/o T Series Middle Market Loan Fund LLC
Attn: Orit Mizrachi
1585 Broadway
New York, NY 10036
 ☐  The Subscriber has not been subject to such an event. 





	
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28280174.3
To be completed by, or on behalf of, a Subscriber that is a corporation, partnership, limited liability company,
trust or other association or entity, including an individual retirement account (“IRA”), 401(k) account or Keogh
Plan subscribing in its own name, but not including cases where a natural person is subscribing in his/her own
name using the assets of an IRA, 401(k) account or Keogh Plan.
1. Supplemental General Information

Full legal name of subscriber (First & Last Name)

Date of incorporation or formation (mm/dd/yyyy):

State of Incorporation or Formation:

Country of Incorporation or Formation:
Government-Issued Identification: Provide – Type of ID (e.g. EIN, TIN, Co. Registration Number,
taxpayer identification number, Company Registration Number, Passport Number, etc.) / ID Number / and
Country of Issuance:

    /     /
(Type of ID)                                            (ID Number)                                                 (Country of Issuance)
Nature of business:


2. Beneficial owner information of Subscriber
 ☐  Yes ☐  No ☐  N/A a) If the Subscriber is a privately held entity and is not a trust, do any of the
Subscriber’s  beneficial  owners,  directly  or  indirectly  through
intermediaries, hold 10% or more of any voting or non-voting class of the
Subscriber’s equity interests?
 ☐  Yes ☐  No ☐  N/A b) If  the  Subscriber is  a  trust,  does  the  Subscriber  have  any  beneficiaries,
settlors/grantors and/or trustees that have, directly or indirectly, an equity
interest of 10% or more in the trust?
 ☐  Yes ☐  No c) Is the Subscriber subscribing for Common Units with the intent to sell or
transfer the Common Units to any other person or persons?
 If the answer is “Yes” to Question 2(c), please notify the contact listed in
Section 4 of the “General Instructions” in the Subscription Booklet


Section C:  To be completed by subscribers that are entities only 





	
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28280174.3
3. Anti-Money Laundering Information
 ☐  Yes ☐  No a) Is the Subscriber a fund-of-funds entity?
 ☐  Yes ☐  No b) Are  the Common  Units being  purchased  by  an  agent,  nominee,  trustee,
custodian or otherwise on behalf of, or for the account of, third parties?
If  yes,  Anti-Money  Laundering  documentation,  as  outlined  in Appendix  2,
should also be provided for the underlying party.
 ☐  Yes ☐  No c) Will any other person or persons other than the Subscriber have a beneficial
interest in the Common Units acquired (other than as a shareholder, partner,
member, trust beneficiary or other beneficial owner of equity interests in the
Subscriber)?



Please refer to Investor Anti-Money Laundering Documentation Supplement in Appendix 2 for required
documentation to be provided.
 





	
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28280174.3
4. Benefit Plan Accounts
 ☐  Yes ☐  No a) Is the Subscriber, or will the Subscriber be, a “Benefit Plan Investor”? A Benefit
Plan Investor is defined as: (i) any employee benefit plan subject to Part 4 of Title
I of ERISA; (ii) any plan to which Code Section 4975 applies (which includes a
trust described in Code Section 401(a) that is exempt from tax under Code Section
501(a), a plan described in Code Section 403(a), an IRA or annuity described in
Code Section 408 or Section 408A, a medical savings account described in Code
Section 220(d), a health savings account described in Code Section 223(d) and an
education savings account described in Code Section 530); (iii) any entity whose
underlying assets include plan assets by reason of a plan’s investment in the entity
(generally because 25 percent or more of a class of equity interests in the entity is
owned by plans). Benefit Plan Investors also include that portion of any insurance
company’s general account assets that are considered “plan assets” and (except if
the entity is an investment company registered under the Investment Company
Act) the assets of any insurance company separate account or bank common or
collective trust in which plans invest, as well as entities deemed to hold the assets
of any of the foregoing accounts.

 ☐  Yes ☐  No b) Is the Subscriber (i) a bank as defined in section 202 of the Investment Advisers
Act or similar institution that is regulated and supervised and subject to periodic
examination by a state or federal agency; (ii) an insurance carrier which is qualified
under  the  laws  of  more  than  one  state  to  perform  the  services  of managing,
acquiring or disposing of assets of a plan; (iii) an investment adviser registered
under the Investment Advisers Act or, if not registered as an investment adviser
under the Investment Advisers Act by reason of paragraph (1) of section 203A of
such Act, is registered as an investment adviser under the laws of the state (referred
to in such paragraph (1)) in which it maintains its principal office and place of
business; (iv) a broker-dealer registered under the 1934 Act, or (v) an independent
fiduciary that holds, or has under management or control at least $50 million?
 ☐  Yes ☐  No c) If the Subscriber is not a Benefit Plan Investor subject to Title I of ERISA or
Section 4975 of the Code, please indicate whether such Subscriber is or will be
subject to any other federal, state, local, non-U.S. or other laws or regulations that
are  similar  to  the  fiduciary  responsibility  or  prohibited  transaction  provisions
contained in Title I of ERISA or Section 4975 of the Code that would apply to
the  management  or  operation  of  the  Company  as  a  result  of  the  Subscriber’s
investment in the Company.
 





	
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28280174.3
5. Additional Information (all questions from 5(a) through 5(h) must be answered)
 ☐Yes    ☐ No a) Was the Subscriber formed for the specific purpose of acquiring the Common Units?
If the answer to 5(a) is “Yes”, please notify the contact listed in Section 4 of the “General Instructions”
in the Subscription Booklet and attach as an exhibit to this Subscription Booklet a completed Subscriber
Questionnaire for each beneficial owner of the Subscriber.

 ☐Yes ☐ No b) Is the Subscriber a participant-directed defined contribution plan (such as a 401(k)
plan)  or  a  partnership  or  other  investment  vehicle  (i)  in  which  its  partners  or
participants have or will have any discretion to determine whether or how much of
the Subscriber’s assets are invested in any investment made or to be made by the
Subscriber (including the Subscriber’s Capital Commitment) or (ii) that is otherwise
an entity managed to facilitate the individual decisions of its beneficial owners to
invest in the Company?
If  the  answer  to  5(b)  is  “Yes”,  please  attach  as  an  exhibit  to  this  Subscription  Booklet  a  completed
Subscriber Questionnaire for each Beneficial Owner of the Subscriber.

 ☐  Yes ☐ No c) Is the Subscriber subject to the Bank Holding Company Act (the “BHC Act”) or
directly or indirectly “controlled” (as that term is defined in the BHC Act) by a
company that is subject to the BHC Act under the BHC Act?

 ☐  Yes ☐ No d) Does the Subscriber intend to enter, or has entered into, a swap, structured note or
other derivative instrument with any third party, the return from which is or will be
based in whole or in part on the return of the Company?

 ☐  Yes ☐  No If “Yes”, does any such third party include a Benefit Plan Investor (as defined in
4(b) above)?

If the answer to 5(d) is “Yes,” each counterparty that is an entity must complete a copy of this Subscriber
Questionnaire, in each case as if such counterparty were directly purchasing the Common Units.

 ☐  Yes ☐  No e) If the Subscriber is a grantor trust and is a “United States person” for U.S. federal
income  tax  purposes  (as  defined  in Annex  1),  the  Subscriber  is  submitting  such
documentation (e.g., Form W-8BEN, W-8BEN-E, W-8IMY, W-8ECI, W-8EXP or
W-9) and information pertaining to each grantor or other owner that permits the
Company to reliably associate each such grantor’s or other owner’s indirect share of
the Company’s income with such grantor or other person.

 ☐  Yes ☐  No f) Is the Subscriber or any Underlying Beneficial Owner subject to the U.S. Freedom
of Information Act, Section 552(a) of Title 5, United States Code (“FOIA”), any state
public records access laws, any state or other jurisdiction’s laws with similar intent
or effect to FOIA, or any other similar statutory or legal right that might result in the
disclosure of confidential information relating to the Company?

If the answer to 5(f) is “Yes,” please indicate the relevant laws to which the Subscriber
(or  any  Underlying  Beneficial  Owner)  is  subject  and  provide  any  additional
explanatory information in the space provided below. 





	
	Subscriber Questionnaire
Section C: Supplemental Information for Entities (Entities only)

 S-21

28280174.3




 ☐  Yes ☐  No g) To the best of the Subscriber’s knowledge, does the Subscriber control, or is the
Subscriber controlled by or under common control with, any other investor in the
Company?

If the answer to 5(g) is “Yes,” please identify such related investor(s) below.


 ☐  Yes ☐  No

h) Will any other person or persons have a beneficial interest in the Common Units
to be acquired hereunder (other than as a shareholder, partner, policy owner or
other beneficial owner of equity interests in the Subscriber)? (By way of example,
and not limitation, “nominee” Subscribers or Subscribers who have entered into
swap or other synthetic or derivate instruments or arrangements with regard to the
Common Units to be acquired herein would be required to check “Yes” to the
left.)


 





	
	Form of Company Acceptance of Subscription
 S-22

28280174.3

Subscriber Signature Page
To be signed by all subscribers:
Execution of this signature page constitutes execution by the Subscriber of this Subscription Booklet. This
Subscription Agreement shall become a binding agreement between the Subscriber and the Company on the
date accepted by the Company. With the signature(s) below, the Subscriber acknowledges, represents and
agrees that it has carefully read, and is familiar with, this Subscription Booklet and the Memorandum, and
agrees that signing below constitutes the receipt and agreement to the terms of this Subscription Booklet and
the execution of this Subscription Booklet. The Subscriber hereby confirms that the information provided in
the  Subscriber  Questionnaire  and  all  of  its  representations,  warranties  and  agreements  set  forth  in  this
Subscription Agreement and other documents constituting the Subscription Booklet (including Appendices and
Annexes hereto) are true, correct and complete. The Subscriber hereby confirms that the signatory hereto has
the authority to sign this document on behalf of the Subscriber. By signing this signature page, the Subscriber
hereby gives power of attorney to the officers of the Company to execute certain documents on the Subscriber’s
behalf. Please refer to Section 8.17 on pages 18-19 of the Subscription Agreement.
The Subscriber acknowledges that it has received from T Series Middle Market Loan Fund LLC copies of the
following:
 • Confidential Private Placement Memorandum
 • Subscription Booklet
 • Certificate of Formation
 • First Amended and Restated Limited Liability Company Agreement
Please write in your commitment amount in the line below and fill in the date of signature in the bolded
sentence below.

Subscriber’s Requested Capital
Commitment is $

IN WITNESS WHEREOF, the Subscriber has executed and unconditionally delivered this
Subscription Booklet, this
    day of    , 20





Subscriber Signature Page (cont’d)

Partnership, Corporation, Limited Liability Company, Trust, Custodial Account, Other Investor:
Section D:  Subscriber Signature Pages (all subscribers) 





	
	Form of Company Acceptance of Subscription
 S-23

28280174.3


Print Full Legal Name of Subscriber

Signature of Authorized Signatory

Print Name of Authorized Signatory

Print Title of Authorized Signatory


Form of Company Acceptance of Subscription

Dear [Subscriber],
This letter confirms your Capital Commitment to T Series Middle Market Loan Fund LLC (the “Company”)
was accepted by the Company in the amount of $[AMOUNT] effective as of [DATE] pursuant to the terms
and conditions set forth in the subscription agreement executed by you.
Very truly yours,
T Series Middle Market Loan Fund LLC
By:________________________________
Name:
Title:

 





	
	Appendix 1

App 1-1

28280174.3
Read the instructions to the applicable Internal Revenue Service Tax Forms. The relevant IRS Forms and their
instructions can also be accessed on the IRS website at http://www.irs.gov.
 − If the Subscriber is a “United States person” for U.S. federal income tax purposes (e.g., a U.S. citizen or a
U.S. resident), please complete and execute Form W-9 in accordance with the instructions accompanying
the form.
 − If the Subscriber is not a “United States person” for U.S. federal income tax purposes (e.g., a nonresident
alien), please complete and execute Form W-8BEN, Form W-8BEN-E, Form W-8IMY, Form W-8EXP or
Form W-8ECI, as applicable. If the Subscriber is claiming benefits under an income tax treaty, please
provide a U.S. taxpayer identification number on Form W-8BEN or Form W-8BEN-E, as applicable.
 − Please note that if the W-8BEN, Form W-8BEN-E, Form W-8IMY, Form W-8EXP or Form W-8ECI, as
applicable, does not contain such U.S. taxpayer identification number or is otherwise missing information
or has been incorrectly filled out, the income tax treaty benefits claimed will not be applied. Instead the
Company will withhold at full U.S. tax rates.
Attached are eight different tax forms. These tax forms and their instructions can also be accessed on the IRS
website at http://www.irs.gov. Please read the guidelines below and the instructions accompanying the forms to
determine  which  form(s)  applies  to  the  Subscriber,  and  then  complete  and  execute  the  relevant  form(s)  in
accordance with such instructions.
In the case of joint investors, each investor must complete and execute the relevant form.
If the Subscriber is not a United States person, the Subscriber should notify the contact listed in Section 4 of the
 “General Instructions” in the Subscription Booklet.
FATCA Compliance: In order to comply with the FATCA rules and avoid the imposition of U.S. federal
withholding tax, the Company requires Subscribers to provide additional information as described in the
Subscription Agreement and may from time to time require further information or documentation from
the  Subscriber  and,  if  and  to  the  extent  required  under  FATCA,  the  Subscriber’s  direct  and  indirect
beneficial owners (if any), relating to or establishing such person’s identity, residence (or jurisdiction of
formation) and income tax status, and may provide or disclose such information and documentation to the
U.S. Internal Revenue Service. The Subscriber hereby agrees to indemnify and hold harmless the Company
from  any  and  all  withholding  taxes,  interest,  penalties  and other  losses  or  liabilities  suffered  by  the
Company on account of the Subscriber not providing all requested information and documentation in a
timely  manner.  The  Subscriber  shall  have  no  claim  against  the  Company  for  any  form  of  damages  or
liability as a result of any of the aforementioned actions.

Appendix 1:  Internal Revenue Service Form W-9 and W-8BEN 





	
	Appendix 2

App 2-1

28280174.3
1. Is the Subscriber or related individual a current or former public figure (as defined under “Politically Exposed
Person” in Annex 1)?
Yes  ☐ No ☐ If the answer is YES, please provide the following:
Official title/position(s) (current and former):

Dates of Service:
Country from which PEP Derives Status:

Salary/compensation from official duties (current role only):

Other sources of wealth/income:

2. Is the Subscriber or related individual an immediate family member of a current or former public figure (as
defined under “Politically Exposed Person” in Annex 1)?
Yes  ☐ No ☐ If the answer is YES, please provide the following:
Full Name of Public Figure:
Relationship to Client:
Official title/position(s) (current and former):

Dates of Service:
Country from which PEP Derives Status:

3. Is the Subscriber or related individual a known close associate of a current or former public figure (as defined
under “Politically Exposed Person” in Annex 1)?
Yes  ☐ No ☐ If the answer is YES, please provide the following:
Full Name of Public Figure:
Relationship to Client:
Official title/position(s) (current and former):

Dates of Service:
Country from which PEP Derives Status:


Appendix 2: Politically Exposed Persons (“PEP”) Questionnaire 





	
	Appendix 2

App 2-2

28280174.3

To  comply  with  applicable  Anti-Money  Laundering  (“AML”)  legislation  and  regulations,  Morgan  Stanley  is
required to conduct due diligence on all investors. The attached supplement includes guidance on the specific
information and documentary evidence required on each investor. In all cases, Morgan Stanley reserves the
right to request any further information we deem necessary for AML purposes. Please note that this list is
not  exhaustive,  as  additional  documentation  may  be  required  based  on  specific  criteria  identified  at
onboarding.

Investor Type Required Documentation
Individuals
 • Valid government issued ID (e.g. passport, driver’s license, etc.)
 • Proof of residential address
 • Source of wealth/source of funds
Private
Corporation,
Company or
Limited
Liability
Company
 • Documentation showing formation of the entity (e.g. Certificate of Incorporation, etc.)
 • Identification of layers of organizational structure down to Ultimate Beneficial
Owner(s) holding 10% or more
 • Certification for Beneficial Owners and Key Controller of Legal Entity Customers
(Complete Appendix 3)
- Documentation requirements for individuals apply to each beneficial owner and
key controller identified
Pension Fund
 • Documentation showing formation of the entity (e.g. Trust Agreement, etc.)
 • Proof of regulation, if applicable Certification for Beneficial Owners and Key
Controller of Legal Entity Customers (Complete Appendix 3)
- Documentation requirements for individuals apply to each beneficial owner and
key controller identified
 • Identification of the Plan Sponsor, including documentation showing formation of the
entity (e.g. Certificate of Incorporation, etc.)
 • Pension Fund Questionnaire
Collective
Investment
Scheme /
Pooled
Investment
Vehicle
 • Documentation showing formation of the entity (e.g. Certificate of Incorporation, etc.)
 • Fund structure
 • Investment Adviser: Full legal name and proof of regulation
 • Certification for Beneficial Owners and Key Controller of Legal Entity Customers
(Complete Appendix 3) – {Not required if fund is managed by a SEC Registered
Investment Adviser}
- Documentation requirements for individuals apply to each beneficial owner and key
controller identified
 • Full legal name of entity performing KYC on fund’s investors
 • Collective Investment Scheme Questionnaire
 • Collective Investment Scheme Sanctions Questionnaire
Charity/
Charitable
Foundation/
Religious
Organization
 • Documentation showing formation of the entity (e.g. Certificate of Incorporation, etc.)
 • Listing in a central register of charities or other documentation from the regional
organization of a denomination/religion, if applicable
 • Certification for Beneficial Owners and Key Controller of Legal Entity Customers
(complete Appendix 3)
- Only identification of one key controller is required. Documentation requirements
for individuals apply to the key controller identified
Appendix 2 (cont’d) Investor Anti-Money Laundering Documentation Supplement  





	
	Appendix 2

App 2-3

28280174.3
Sovereign
Wealth Fund
 • Constitutional documentation evidencing the establishment or appointment as a SWF
OR publicly available information
 • Certification for Beneficial Owners and Key Controller of Legal Entity Customers
(complete Appendix 3)
- Only identification of one key controller is required. Documentation requirements
for individuals apply to the key controller identified
 • Documentation establishing the Sovereign Wealth Fund is 100% state owned

 





	
	Annex 1

Annex 1-1
28280174.3
I. General Instructions
What is this form?
U.S. law requires financial institutions to obtain, verify, and record information about the beneficial owners and
key controllers of legal entity customers.
Who has to complete this form?
This form is applicable to legal entity customers and must be completed by the person opening a new account or
establishing a customer relationship on behalf of a legal entity. For the purposes of this form, a legal entity
includes a corporation, limited liability company, partnership, personal holding company, statutory trust, or other
entity created by the filing of a public document with a Secretary of State or similar office, and any similar business
entity  formed  in  the  United  States  or  a  foreign  country. Legal  entity does  not  include  sole  proprietorships,
unincorporated associations, or natural persons opening accounts or establishing a customer relationship on their
own behalf.
What information do I have to provide?
This form requires you to provide the name, address, date of birth and social security number (in the case of non-
U.S. individuals, a social security number, a passport number or other similar information) for the following:
(i) Each individual, if any, who owns, directly or indirectly, 10 percent or more of the equity interests of the legal
entity customer (e.g., each natural person that owns 10 percent or more of the shares of a corporation); and
(ii) An individual with significant responsibility for managing the legal entity customer (e.g., a Chief Executive
Officer,  Chief  Financial  Officer,  Managing  Member,  General  Partner,  President,  Vice  President,  or
Treasurer).
II. Certification of Beneficial Owner(s) and Key Controller
Persons opening an account or establishing a customer relationship on behalf of a legal entity must provide
the following information:
a. Name of Natural Person Opening Account/Establishing Customer Relationship:
b. Title of Natural Person Opening Account/Establishing Customer Relationship:
The  following  section  refers  to  the  Legal  Entity  for  Which  the  Account  is  Being  Opened/Relationship
Established:
c. Legal Entity Name:
Appendix 3: Beneficial Owner(s) (10% or More) and Key Controller Certification


  





	
	Annex 1

Annex 1-2
28280174.3
d. Legal Entity Type:
e. Address of the Legal Entity:
III. Exclusions (if applicable)
If you believe the Legal Entity customer listed in Section II, paragraph (c) above falls under an express exclusion
from the “legal entity customer” definition under 31 C.F.R. 1010.230(e)(2), please check the applicable box below
and skip Section III.A and Section III.B.
U.S. Publicly Listed
Companies
 □ An issuer of securities registered under section 12 of the Securities Exchange
Act of 1934 or that is required to file reports under section 15(d) of that Act.
 □ An  entity  (other  than  a  bank)  whose common  stock  or  analogous  equity
interests are listed on the New York, American, or NASDAQ stock exchange
(other than an entity whose equity interests are listed under the “NASDAQ
Companies – Capital Market” heading).
 □ A subsidiary (other than a bank) of an entity described in the immediately
preceding exclusion that is organized under the laws of the United States or
of any state and at least 51% of whose common stock or analogous equity
interests are held by the listed entity.
Financial Institutions □ A financial institution regulated by a U.S. federal functional regulator or a
bank regulated by a U.S. state bank regulator.
Bank Holding
Companies
 □ A  bank  holding  company,  as  defined  in  section  2  of  the  Bank  Holding
Company  Act  of  1956  (12  U.S.C.  1841),  or  a  savings  and  loan  holding
company, as defined in section 10(n) of the Home Owners’ Loan Act (12
U.S.C. 1467a).
Commodity Futures
Trading Commission
(“CFTC”) Exemptions
 □ A registered entity, commodity pool operator, commodity trading advisor,
retail foreign exchange dealer, swap dealer, or major swap participant, each
as defined in section 1a of the Commodity Exchange Act, that is registered
with the CFTC.
Securities and
Exchange Commission
(“SEC”) Exemptions
 □ An investment company, as defined in section 3 of the Investment Company
Act of 1940, that is registered with the SEC under that Act.
 □ An investment adviser, as defined in the Investment Advisers Act of 1940,
that is registered with the SEC under that Act.
 □ An exchange or clearing agency, as defined in section 3 of the Securities
Exchange Act of 1934, that is registered under section 6 or 17A of that Act.

   





	
	Annex 1

Annex 1-3
28280174.3
 □ Any other entity registered with the SEC under the Securities Exchange Act
of 1934.
Financial Market
Utilities
 □ A  financial  market  utility  designated  by  the  Financial  Stability Oversight
Council  under  Title  VIII  of  the  Dodd-Frank  Wall  Street  Reform  and
Consumer Protection Act of 2010.
Public Accounting
Firms
 □ A public accounting firm registered under section 102 of the Sarbanes-Oxley
Act.
Insurance Companies □ An insurance company regulated by a U.S. state.
U.S. Governmental
Entity Exemptions
 □ A department or agency of the United States, of any state, or of any political
subdivision of a state
 □ An entity established under the laws of the United States, of any state, or of
any political subdivision of any state, or under an interstate compact between
two or more states, that exercises governmental authority on behalf of the
United States or any such state or political subdivision.
Non-U.S. Entity
Exemptions
 □ A non-U.S. governmental department, agency or political subdivision that
engages only in governmental rather than commercial activities.
 □ A  foreign  financial  institution  established  in  a  jurisdiction  where  the
regulator  of  such  institution  maintains  beneficial  ownership  information
regarding such institution.
Pooled Investment
Vehicles
 □ A  pooled  investment  vehicle  that  is  operated  or  advised  by  a  financial
institution excluded under one of the exclusions above.
A. Beneficial Owner(s)
For Nonprofit and Pooled Investment Vehicles legal entity customers, please skip to Section B (Key Controller)
below.
Please provide the following information for each individual (natural person), if any, who, directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise, owns 10 percent or more of the
equity interests (“Beneficial Owner”) of the legal entity customer listed above.
Please Note: If a Trust directly or indirectly owns 10 percent or more of the equity interests of a legal entity
customer, the beneficial owner shall mean the trustee and must be provided below. If the trustee is a Corporate
Trustee,  the  Corporate  Trustee’s  information  must  be  provided  below  (i.e.,  full  legal  entity  name,  principal
business address and taxpayer identification number or other government issued identification number for non-
US legal entities).
 ☐ Beneficial Owner Not Applicable (Check this box and skip to Section B (Key Controller) if there is no
individual that meets the definition of a Beneficial Owner stated above.)
 





	
	Annex 1

Annex 1-4
28280174.3
Beneficial Owner 1
INDIVIDUAL NAME STREET ADDRESS
DATE OF BIRTH CITY STATE ZIP COUNTRY
   SSN ONLY COMPLETE IF NO SSN AVAILABLE*
GOVERNMENT-ISSUED IDENTIFICATION TYPE
IDENTIFICATION NUMBER
COUNTRY OF ISSUANCE
ISSUANCE DATE                        EXPIRATION DATE


  





	
	Annex 1

Annex 1-5
28280174.3
Beneficial Owner 2
INDIVIDUAL NAME STREET ADDRESS
DATE OF BIRTH CITY STATE ZIP COUNTRY
   SSN ONLY COMPLETE IF NO SSN AVAILABLE*
GOVERNMENT-ISSUED IDENTIFICATION TYPE
IDENTIFICATION NUMBER
COUNTRY OF ISSUANCE
ISSUANCE DATE                        EXPIRATION DATE



Beneficial Owner 3
INDIVIDUAL NAME STREET ADDRESS
DATE OF BIRTH CITY STATE ZIP COUNTRY
   SSN ONLY COMPLETE IF NO SSN AVAILABLE*
GOVERNMENT-ISSUED IDENTIFICATION TYPE
IDENTIFICATION NUMBER
COUNTRY OF ISSUANCE
ISSUANCE DATE                        EXPIRATION DATE



*Where  a  social  security  number  is  unavailable,  Non-U.S.  Persons  may  provide  a  passport  number,  an  alien
identification  card number,  or  number  and  country  of  issuance  of  any  other  government-issued  document
evidencing nationality or residence and bearing a photograph or similar safeguard. 





	
	Annex 1

Annex 1-6
28280174.3
B. Key Controller
All legal entities must complete this section.
Please provide the following information for one individual (natural person) with significant responsibility to
control, manage, or direct the legal entity listed above, such as:
 • An  executive  officer  or  senior  manager  (e.g.,  a  Chief  Executive  Officer,  Chief  Financial  Officer,  Chief
Operating Officer, Managing Member, General Partner, President, Vice President or Treasurer; with regards
to a pooled investment vehicle, a portfolio manager, commodity pool operator, commodity trading advisor,
or general partner); or
 • Any other individual who regularly performs similar functions.
(Where  applicable,  an  individual  under  the Beneficial  Owner(s) section  above  may  also  serve  as  a Key
Controller and be listed below.)

  





	
	Annex 1

Annex 1-7
28280174.3
Key Controller
INDIVIDUAL NAME
TITLE/RESPONSIBILITY OF KEY CONTROLLER AT
LEGAL ENTITY

DATE OF BIRTH STREET
ADDRESS

CITY STATE ZIP COUNTRY
   SSN ONLY COMPLETE IF NO SSN AVAILABLE*
GOVERNMENT-ISSUED IDENTIFICATION TYPE
IDENTIFICATION NUMBER
COUNTRY OF ISSUANCE
ISSUANCE DATE                        EXPIRATION DATE
Certification
I,  (name of natural person opening account/
establishing a customer relationship), hereby certify, to the best of my knowledge, that the information
provided above is complete and correct. I further agree to inform Morgan Stanley of any changes to the
Beneficial Owner(s) and Key Controller information provided, including if/when an individual becomes a 10
percent or more Beneficial Owner.

SIGNATURE DATE
LEGAL ENTITY IDENTIFIER (OPTIONAL)

*Where a social security number is unavailable, Non-U.S. Persons may provide a passport number, an alien
identification card number, or number and country of issuance of any other government-issued document
evidencing nationality or residence and bearing a photograph or similar safeguard.


Annex 1: Definitions
I. Definition of “investments”
1) Securities of public companies.
 





	
	Annex 1

Annex 1-8
28280174.3
A “public company” is any company or other entity that (i) files reports pursuant to Section 13 or Section 15(d)
of the 1934 Act or (ii) has a class of securities that are listed on a “designated offshore securities market” as such
term is defined by Regulation S under the 1933 Act. For example, a company whose equity securities are listed
on a national securities exchange or traded on the National Association of Securities Dealers Automated Quotation
System (NASDAQ) would be a “public company.”
2) Securities of registered investment companies, such as mutual funds (including money market funds) and
publicly traded closed-end funds.
3) Securities of private investment companies (including private investment funds) that are exempt from the
Investment Company Act by Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.
The Subscriber may also include interests in companies that are (i) exempt from the Investment Company Act by
Section 3(c)(2), (3), (4), (5), (6), (8) or (9) of the Investment Company Act, (ii) exempt from the Investment
Company Act by Rule 3a-6 or 3a-7 under the Investment Company Act or (iii) commodity pools.
4) Cash and cash-equivalents (including foreign currencies) held for investment purposes.
Cash-equivalents  include  bank  deposits,  certificates  of  deposit,  bankers’  acceptances  and  similar  bank
instruments held for investment purposes and the net cash surrender value of an insurance policy.
5) Real estate held for investment purposes.
Real estate held for investment purposes excludes the following types of real estate used by the Subscriber, its
owners or its owners’ “related persons” (a “related person” means a spouse or former spouse, sibling, direct lineal
descendant or ancestor by birth or adoption or a spouse of such descendant or ancestor): (i) for personal purposes,
(ii) as a place of business or (iii) in connection with a trade or business (unless the Subscriber is engaged primarily
in  the  business  of  investing,  trading  or  developing  real  estate  and  the  real  estate  in  question  is  part  of  such
business). Residential real estate may be considered “held for investment” if deductions on the property are not
disallowed by Section 280A of the Code.
6) Securities of non-public companies that have shareholders’ equity of at least $50 million.
 “Shareholders’ equity” should be the amount reflected as such on the relevant company’s most recent (and in any
event  not  more  than  16  months  old)  financial  statements  prepared  in  accordance  with  generally  accepted
accounting principles.
7) Securities of non-public companies that do not control, are not controlled by, or are not under common control
with the Subscriber.
For purposes of this question, the term “control,” when used with respect to any entity, means (i) the possession
of the power to appoint an officer or director of the entity and the ownership directly or indirectly of any voting
securities of the entity or (ii) the ownership directly or indirectly of more than 25% of the voting securities of the
entity. The terms “controlled by” or “under common control with” have meanings correlative to the foregoing.
8) Commodity futures contracts, options on commodity futures contracts and options on physical commodities
traded on or subject to the rules of (i) a contract market designated under the Commodity Exchange Act and
the rules promulgated thereunder or (ii) a non-U.S. board of trade or exchange as contemplated in the rules
promulgated  under  the  Commodity  Exchange  Act  (collectively,  “Commodity  Interests”)  each  held  for
investment purposes.
Commodity Interests should be valued at their initial margin or option premium. A Commodity Interest or physical
commodity owned, or a Financial contract entered into, by a Subscriber that is engaged primarily in the business
of  investing,  reinvesting  or  trading  in Commodity  Interests,  physical  commodities  or  financial  contracts  in
association with such business may be deemed to be held for investment purposes.
9) Physical commodities with respect to which a Commodity Interest is traded on a market described in the
immediately preceding bullet point, including certain precious metals, held for investment purposes.
A Commodity Interest or physical commodity owned, or a Financial contract entered into, by a Subscriber that is
engaged  primarily  in  the  business  of  investing,  reinvesting  or  trading  in  Commodity  Interests,  physical 





	
	Annex 1

Annex 1-9
28280174.3
commodities or financial contracts in association with such business may be deemed to be held for investment
purposes.
10) Swaps and other financial contracts held for investment purposes.
 “Financial contracts” are defined in Section 3(c)(2) of the Investment Company Act as any arrangement that (i)
takes the form of an individually negotiated contract, agreement or option to buy, sell, lend, swap or repurchase
or other similar individually negotiated transaction commonly entered into by participants in the financial markets,
(ii) is in respect of securities, commodities, currencies, interest or other rates, other measures of value or any other
financial or economic interest similar in purpose or function to any of the foregoing and (iii) is entered into in
response  to  a  request  from  a  counterparty  for  a  quotation,  or  is  otherwise  entered  into  and  structured  to
accommodate the objectives of the counterparty to such arrangement.
11) “Authorized Person” means the fiduciary signing the relevant agreement on behalf of the Plan (e.g., plan
sponsor, plan investment committee, named fiduciary, or investment advisor).
12) “ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended.
13) “Code” means the U.S. Internal Revenue Code of 1986, as amended.
14) “Plan” has the meaning given in Section 8.11 of the Subscription Agreement.
II. Special Rules
Certain Retirement Plans and Trusts: If the Subscriber is a natural person, he or she may include in the amounts
of  his  or  her  investments  any  investments  held  in  an  individual  retirement  account  or  similar  account,  the
investments of which are directed by and held for the benefit of the Subscriber.
III. Valuation of Investments
The general rule for determining the value of investments in order to ascertain whether a person is a qualified
purchaser is that the value of the aggregate amount of investments owned and invested on a discretionary basis
by such person shall be their fair market value on the most recent practicable date or their cost. This general rule
is subject to the following provisos:
1) In the case of Commodity Interests, the amount of investments shall be the value of the initial margin or option
premium deposited in connection with such Commodity Interests; and
2) In each case, there shall be deducted from the amount of investments owned by such person the following
amounts:
(a) The  amount  of  any  outstanding  indebtedness  incurred  to  acquire  or  for  the  purpose  of  acquiring  the
investments owned by such person.
(b) A Family Company, in addition to the amounts specified in clause (a) above, shall have deducted from
the value of such Family Company’s investments any outstanding indebtedness incurred by an owner of
the Family Company to acquire such investments.
IV. Other Definitions
Beneficial Owner (for purposes of this Subscription Agreement and as defined under FinCEN’s Customer Due
Diligence  Rule) means  each  individual,  who  directly  or  indirectly,  through  any  contract,  arrangement,
understanding, relationship or otherwise, owns 25% or more (10% or more for higher risk customers) of the equity
interests of a legal entity Subscriber.
Business Day means any day other than a Saturday, a Sunday or a day on which banks are permitted to be closed
in New York, New York.
Family Company means any entity (including a trust, partnership, limited liability company or corporation) that
is owned directly or indirectly by or for (i)(a) two or more natural persons who are related as siblings, spouses or 





	
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28280174.3
former spouses, or as direct lineal descendants by birth or adoption or (b) spouses of such persons, (ii) estates of
such persons or (iii) foundations, charitable organizations or trusts established by or for the benefit of such persons.
Government Entity means any state or political subdivision of a state, including (i) any agency, authority, or
instrumentality of the state or political subdivision; (ii) a plan or pool of assets controlled by the state or political
subdivision or any agency, authority, or instrumentality thereof; and (iii) any officer, agent, or employee of the
state or political subdivision or any agency, authority, or instrumentality thereof, acting in their official capacity.
Immediate  family  member means  a  spouse,  a  minor  child,  or  a  child  residing  in  the  same  residence  as  an
employee or director of Morgan Stanley or any affiliate of Morgan Stanley.
Investment Company means an entity (whether a trust, a partnership, a limited liability company, a corporation
or another entity) is an “investment company” as defined in the Investment Company Act if it owns or proposes
to acquire “investment securities” having a value exceeding 40% of its assets (excluding government securities
and cash items) or is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or
trading in securities. This definition therefore includes family trusts and other entities that are not themselves
operating businesses, but rather hold securities and other investments for investment purposes.
An entity is generally not required to register as an “investment company” under the Investment Company Act if
it has fewer than 100 beneficial owners, which is the exemption referred to as Section 3(c)(1) in the representations
above. Alternatively, an entity is generally not required to register (i) if all of its beneficial owners are “qualified
purchasers” (as defined in the Investment Company Act), which is the exemption referred to as Section 3(c)(7) in
the representations above or (ii) if it is a foreign private investment company, which is the exemption referred to
as Section 7(d) in the representations above.
Key Controller (for purposes of this Subscription Agreement and as defined under FinCEN’s Customer Due
Diligence Rule) means a single individual with significant responsibility to control, manage, or direct a legal entity
Subscriber,  including  an  executive  officer  or  senior  manager  or  any other  individual  who  regularly  performs
similar functions.
Politically Exposed Person (PEP) means: (1) a prominent public figure who is a natural person currently or
formerly entrusted with a senior public role or function (e.g., a senior official in the executive, legislative, military,
administrative, or judicial branches of  government); (2) an immediate family member, which includes as the
spouse/partner, parent, grandparent, sibling, child, step-child, or in-law of a prominent public figure; (3) a known
close  associate,  which  includes  those  individuals  that  are  widely- and  publicly-known  to  maintain  a  close
relationship to the prominent public figure. These known close relationships can occur with anyone and in any
capacity,  but  some  examples  include  distant  relatives,  advisors,  partners  outside  the  family  unit,  employees,
business associates and representatives/agents.
Private Fund means any issuer that would be an investment company as defined in section 3 of the Investment
Company Act but for section 3(c)(1) or 3(c)(7) of that Act.
United States person for U.S. federal income tax purposes means (i) an individual who is a citizen of the United
States or a resident alien for U.S. federal income tax purposes; (ii) a corporation, an entity treated as a corporation
or an entity treated as a partnership, in each case created or organized in or under the laws of the United States or
any state or political subdivision thereof or therein (including the District of Columbia); (iii) an estate, the income
of which is subject to United States federal income taxation regardless of its source; or (iv) a trust if (a) a court
within the United States is able to exercise primary supervision over its administration and one or more United
States persons have the authority to control all of its substantial decisions or (b) such trust was in existence on
August 20, 1996 and was treated as a domestic trust on August 19, 1996 and such trust has a valid election in
effect under applicable United States Treasury regulations to be treated as a United States person. 





	
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Annex 2-1

28280174.3
Annex 2:  Non-US Subscriber Representation
Subscribers in Australia
The Subscriber represents, warrants, acknowledges and agrees that (a) Morgan Stanley Australia Limited ABN
67003734576, AFSL No. 233742 is arranging for the Adviser to provide dealing services to the Subscriber in
accordance  with  Regulation  7.6.01(1)(n)  of  the  Corporations  Act,  (b) it  qualifies  as  a  “wholesale  client,”  a
 “professional investor” or a “sophisticated investor” within the meaning of the Australian Corporations Act 2001
(Cth) (a “Permitted Investor”) and it will be liable for any loss incurred by the Company as a result of a violation
of this representation and (c) at no time during the 12 months following the issuance of its Common Units will it
sell such Common Units to any person who is not a Permitted Investor.
 





	
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28280174.3
Annex 3: Transfer Restrictions
This Annex 3 is attached to and made a part of the Subscription Agreement with the Subscriber. Capitalized terms
not defined herein shall have the meanings assigned to them in the Subscription Agreement.
No  assignment,  pledge,  mortgage,  hypothecate,  gift,  sale  or  other  disposition  or  encumbrance  (collectively,
 “Transfer”)  of  the  Subscriber’s  Common  Units,  including  a  Transfer  of  solely  an  economic  interest  or  the
Subscriber’s Capital Commitment, in whole or in part, shall be made other than pursuant to the Subscription
Agreement and Section 9 of the First Amended and Restated Limited Liability Company Agreement (the “LLC
Agreement”).  No Transfer will be effectuated except by registration of the Transfer on the Company’s books.
The prior written consent of the Company, which may be given or withheld in its sole discretion for any or no
reason, shall be required for any Transfer of all or part of the Subscriber’s Common Units, including a Transfer
of  solely an  economic  interest  in  the  Company.  In  any  event,  the  consent  of  the  Company  may  be  withheld
including, without limitation, (i) if the creditworthiness of the proposed transferee, as determined by the Company
in its sole discretion, is not sufficient to satisfy all obligations under the Subscription Agreement or (ii) if the
Company does not receive an opinion of counsel (who may be counsel for the Company) satisfactory in form and
substance to the Company that provides: (a) such transfer would not violate the 1933 Act, Investment Company
Act or any state (or other jurisdiction) securities or “blue sky” laws applicable to the Company or the Units to be
transferred; and (b) in the case of a transfer to a Plan or a “controlling person,” such transfer would not be a non-
exempt “prohibited transaction” under ERISA or Section 4975 of the Code or cause all or any portion of the assets
of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code.

Notwithstanding any provision to the contrary herein, the Company will consent to:
a) the transfer or change to the registered holding of Common Units to a successor nominee, a custodian or
trustee of any fund managed by Subscriber (including TCorpIM Middle Market Bank Loan Fund);
b) the transfer of Common Units to a trustee of a successor fund under or in connection with a successor
fund transfer or equivalent under Australian law; or
c) the transfer of Common Units to a person who is an entity that is managed or advised by the Subscriber
or an entity that acquires or succeeds to the functions or business of the Subscriber;
provided, that: (i) the Subscriber is not a Defaulting Unitholder (as defined in the LLC Agreement) at the time of
such  proposed  transfer,  (ii)  the  transaction  otherwise  complies  with  the LLC  Agreement,  the  Certificate  of
Formation of the Company and applicable law, (iii) in the case of subsection (b) or (c) above,  such transferee is
of comparable credit quality to the Subscriber as determined in good faith by the Company, (iv) such transferee
gives to the Investment Advisor’s reasonable satisfaction substantially the same representations, warranties and
undertakings as the Subscriber has given herein (as applicable to the transferee), or as the Investment Advisor
shall  otherwise  reasonably  require,  and  (v)  the  transferee  agrees  to  assume  the  obligations  of the  Subscriber
hereunder and under the LLC Agreement and any other agreements between the Subscriber and the Company,
including the Subscriber’s Capital Commitment and Undrawn Commitment.
Any person that acquires all or any portion of the Common Units of the Subscriber in a Transfer permitted under
this Annex 3 shall be obligated to pay to the Company the appropriate portion of any amounts thereafter becoming
due in respect of the Capital Commitment committed to be made by its predecessor in interest. The Subscriber
agrees  that,  notwithstanding  the Transfer  of  all  or  any  fraction  of  its Common  Units,  as  between  it  and  the
Company it shall remain liable for its Capital Commitment prior to the time, if any, when the purchaser, assignee
or transferee of such Common Units, or fraction thereof, becomes a holder of such Common Units. 





	
	Annex 3

Annex 3-2

28280174.3
The Company shall not recognize for any purpose any purported Transfer of all or any portion of the Common
Units and shall be entitled to treat the transferor of Common Units as the absolute owner thereof in all respects,
and shall incur no liability for distributions or dividends made in good faith to it, unless (i) the Company shall
have  given  its  prior  written  consent  thereto,  (ii) the  purchaser,  assignee  or  transferee  shall  have  executed  an
assignment agreement, a Subscription Agreement and a counterpart to the LLC Agreement, (iii) the purchaser,
assignee or transferee shall have been admitted as a substituted member of the Company pursuant to the LLC
Agreement,  and  (iv)  all  other  Transfer  requirements  set  forth  in  the  LLC  Agreement  and  the  Subscription
Agreement have been satisfied. As a condition to the effectiveness of any Transfer, the transferor or transferee
shall  pay  all  reasonable  expenses,  including  out-of-pocket  attorneys’  fees,  incurred  in  connection  with  the
assignment which may be effected as an offset to amounts otherwise distributable. 





	
	Annex 4


Annex 4-1
28280174.3
Annex 4:  U.S. Customer Privacy Notice

Why? Financial companies choose how they share your personal information. Federal law gives
consumers the right to limit some but not all sharing. Federal law also requires us to tell
you how we collect, share, and protect your personal information. Please read this notice
carefully to understand what we do.
What? The types of personal information we collect and share depend on the product or service
you have with us. This information can include:
 ▪ Social Security number and income
 ▪ investment experience and risk tolerance
 ▪ checking account number and wire transfer instructions
How? All financial companies  need to share  customers’  personal information to  run  their
everyday business. In the section below, we list the reasons financial companies can share
their customers’ personal information; the reasons MSIM chooses to share; and whether
you can limit this sharing.

Reasons we can share your personal
information Does MSIM share? Can you limit this sharing?
For our everyday business purposes—
such as to process your transactions,
maintain your account(s), respond to court
orders and legal investigations, or report to
credit bureaus
Yes No
For our marketing purposes—
to offer our products and services to you
Yes No
For joint marketing with other
financial companies
No We don’t share
For our affiliates’ everyday
business purposes—
information about your transactions
and experiences
Yes No
For our affiliates’ everyday
business purposes—
information about your creditworthiness
No We don’t share
For our affiliates to market to you No We don’t share
For nonaffiliates to market to you No We don’t share
Questions? Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com

FACTS

WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? 





	
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Annex 4-2
28280174.3
Who we are
Who is providing this notice? Morgan  Stanley  Investment  Management,  Inc.  and  its  affiliated
registered  investment  advisers,  registered  broker-dealers,  and
registered and unregistered funds (“MSIM”)
What we do
How does MSIM protect
my personal information?
To protect your personal information from unauthorized access and
use, we use security measures that comply with federal law. These
measures include computer safeguards and secured files and
buildings. We have policies governing the proper handling of
customer information by personnel and requiring third parties that
provide support to adhere to appropriate security standards with
respect to such information.
How does MSIM collect
my personal information?
We collect your personal information, for example, when you
 ▪ open  an  account  or  make  deposits  or  withdrawals  from  your
account
 ▪ buy securities from us or make a wire transfer
 ▪ give us your contact information

We also collect your personal information from others, such as credit
bureaus, affiliates, or other companies.
Why can’t I limit all sharing? Federal law gives you the right to limit only
 ▪ sharing for affiliates’ everyday business purposes—information
about your creditworthiness
 ▪ affiliates from using your information to market to you
 ▪ sharing for nonaffiliates to market to you
State laws and individual companies may give you additional
rights to limit sharing. See below for more on your rights under
state law.
Definitions
Affiliates Companies related by common ownership or control. They can be
financial and nonfinancial companies.
 ▪ Our affiliates include companies with a Morgan Stanley name
and financial companies such as Morgan Stanley Smith Barney
LLC and Morgan Stanley & Co.
Nonaffiliates Companies not related by common ownership or control. They can
be financial and nonfinancial companies.
 ▪ MSIM does not share with nonaffiliates so they can market to you.
Joint marketing A formal  agreement  between  nonaffiliated  financial  companies
that together market financial products or services to you.
 ▪ MSIM doesn’t jointly market 





	
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28280174.3
Other important information
Vermont:   Except as permitted by law, we will not share personal information we collect about Vermont
residents with Nonaffiliates unless you provide us with your written consent to share such information.

California: Except as permitted by law, we will not share personal information we collect about California
residents with Nonaffiliates, and we will limit sharing such personal information with our Affiliates to comply
with California privacy laws that apply to us.

  April 2019