OR PREPARED BY THE FUND AND DELIVERED TO THE SELLING AGENT BY
THE FUND FOR USE IN MAKING AN OFFER OF UNITS. ANY USE OR DISTRIBUTION OF THE
MEMORANDUM OR ANY RELATED PRELIMINARY MEMORANDUM BY THE SELLING AGENT SHALL
COMPLY WITH THE TERMS AND CONDITIONS SET FORTH IN THE MEMORANDUM. THE SELLING
AGENT SHALL PROMPTLY DELIVER A COPY OF EACH AMENDMENT OR SUPPLEMENT TO THE
MEMORANDUM:
(I)
TO ALL OFFEREES THEN BEING OR THEREAFTER SOLICITED BY THE SELLING AGENT;
AND
Exhibit 10.2
-4-
(II)
TO EACH PERSON WHO HAS SUBSCRIBED FOR UNITS, BUT WHOSE SUBSCRIPTION
THEREFOR HAS NOT YET BEEN ACCEPTED OR REJECTED.
(C)
THE SELLING AGENT SHALL NOT USE ANY FORM OF GENERAL SOLICITATION OR
GENERAL ADVERTISING IN MAKING OFFERS OF UNITS, INCLUDING BUT NOT LIMITED TO THE
FOLLOWING:
(I)
ANY ADVERTISEMENT, ARTICLE, NOTICE OR OTHER COMMUNICATION PUBLISHED IN ANY
NEWSPAPER, MAGAZINE OR SIMILAR MEDIA OR BROADCAST OVER TELEVISION OR RADIO; OR
(II)
ANY SEMINAR OR MEETING WHOSE ATTENDEES HAVE BEEN INVITED BY ANY GENERAL
SOLICITATION OR GENERAL ADVERTISING.
(D)
THE SELLING AGENT SHALL REASONABLY BELIEVE IMMEDIATELY PRIOR TO MAKING ANY
OFFER OR SALE OF UNITS THAT SUCH OFFEREE AND PURCHASER SOLICITED BY THE SELLING
AGENT (I) IS AN "ACCREDITED INVESTOR," AS THAT TERM IS DEFINED IN RULE 501(A) OF
REGULATION D UNDER THE 1933 ACT, (II) CAN AFFORD TO BEAR THE RISK OF A TOTAL
LOSS OF AN INVESTMENT IN THE FUND, (III) HAS SUFFICIENT FINANCIAL KNOWLEDGE AND
EXPERIENCE TO BE CAPABLE OF EVALUATING THE RISKS AND MERITS OF AN INVESTMENT IN
THE FUND (EITHER ALONE OR TOGETHER WITH SUCH OFFEREE'S AND PURCHASER'S FINANCIAL
ADVISER(S)), AND (IV) OTHERWISE QUALIFIES AS AN ACCEPTABLE OFFEREE AND PURCHASER
ON THE BASIS SET FORTH IN THE MEMORANDUM.
(E)
THE SELLING AGENT SHALL RETAIN IN ITS RECORDS AND MAKE AVAILABLE TO THE
MANAGER FOR THE PURPOSE OF INSURING COMPLIANCE WITH RULE 506 OF REGULATION D
UNDER THE 1933 ACT FOR A PERIOD OF AT LEAST FOUR YEARS INFORMATION ESTABLISHING
THAT EACH OFFEREE TO WHOM THE SELLING AGENT MADE AN OFFER OF UNITS AND EACH
PURCHASER OF UNITS SOLICITED BY THE SELLING AGENT ARE WITHIN THE PERMITTED CLASS
OF INVESTORS UNDER THE REQUIREMENTS SET FORTH HEREIN AND IN THE MEMORANDUM, AND
THE ADDITIONAL REQUIREMENTS, IF ANY, OF THE JURISDICTION IN WHICH SUCH OFFEREE
OR PURCHASER IS A RESIDENT, OR IN OR FROM WHICH SUCH OFFER WAS MADE.
(F)
IN CONNECTION WITH THE OFFER AND SALE OF UNITS, THE SELLING AGENT SHALL
COMPLY IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS AND RULES, INCLUDING
WITHOUT LIMITATION, THE RULES OF FINRA, SEC, CFTC, NFA, AND ANY APPLICABLE STATE
SECURITIES LAWS. THE SELLING AGENT SHALL TAKE ALL ACTIONS DEEMED NECESSARY BY
COUNSEL TO THE FUND TO PERMIT THE OFFER OF UNITS TO COMPLY, WITH THE SECURITIES
OR "BLUE SKY" LAWS OF THE JURISDICTIONS IN WHICH OFFERS OF UNITS ARE MADE. THE
SELLING AGENT SHALL MAKE OFFERS ONLY IN THE STATES IN WHICH IT IS A REGISTERED
BROKER-DEALER AND ONLY IN THOSE STATES IN WHICH THE FUND