Benefit Plan Investors. (a) Investment in Accordance with Law. Each Limited Partner that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in and subject to ERISA, or a “plan,” as defined in and subject to Section 4975 of the Code (each such employee benefit plan and plan, a “Plan”), and each fiduciary thereof who has caused the Plan to become a Limited Partner (a “Plan Fiduciary”), represents and warrants that: (a) the Plan Fiduciary has considered an investment in the Partnership for such Plan in light of the risks relating thereto; (b) the Plan Fiduciary has determined that, in view of such considerations, the investment in the Partnership for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Partnership by the Plan does not violate and is not otherwise inconsistent with the terms of any legal document constituting the Plan or any trust agreement thereunder; (d) the Plan’s investment in the Partnership has been duly authorized and approved by all necessary parties; (e) none of the General Partner, any commodity trading advisor to the Partnership, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co., Xxxxxx Xxxxxxx & Co. International Limited, any employee of Xxxxxx Xxxxxxx Xxxxx Xxxxxx who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the Partnership, any of their respective affiliates or any of their respective agents or employees: (i) has investment discretion with respect to the investment of assets of the Plan used to purchase Units; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Units for a fee and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to the Plan and that such advice will be based on the particular investment needs of the Plan; or (iii) is an employer maintaining or contributing to the Plan; and (f) the Plan Fiduciary (i) is authorized to make, and is responsible for, the decision for the Plan to invest in the Partnership, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the General Partner, each commodity trading advisor to the Partnership, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co...
Benefit Plan Investors. If the signatory is a fiduciary of a Benefit Plan Investor, the signature will bind it in its corporate and fiduciary capacities. Representative Subscribers: A Representative Xxxxxxxxxx’s signature will bind both the Underlying Investor and the Representative Subscriber in its individual capacity.
Benefit Plan Investors. Participation in each Fund by “benefit plan investors” is not “significant”, as such terms are defined in 29 C.F.R. 2510.3-101.
Benefit Plan Investors. Notwithstanding the other provisions in this Agreement, no Lender shall assign, convey or otherwise transfer any portion of its Commitment or its interest in the Borrower Collateral to (A) a Benefit Plan Investor or (B) following any such assignment, conveyance or transfer to a Benefit Plan Investor, a Controlling Person, in each case of clauses (A) and (B), without the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed).
Benefit Plan Investors. At no time have "benefit plan investors," as defined in U.S. Department of Labor Regulation 29 C.F.R. Section 2510.3-101, held 25% or more of the value of any class of equity interests in the Company. Any certificate signed by an officer of the Company and delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company to each Underwriter as to the matters set forth therein. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel to the Company and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Benefit Plan Investors a. Check one (1) of the following statements: The Subscriber is not a “benefit plan investor” within the meaning of Section 3(42) of the Employee Retirement Income Security Act of 1974 (“ERISA”); or The Subscriber is a “benefit plan investor” within the meaning of Section 3(42) of ERISA. The term “benefit plan investor” includes, but is not limited to, U.S. pension and welfare plans subject to Part 4 of Title I of ERISA and individual retirement accounts, annuities and other plans subject to Section 4975 of the Code. As defined in the U.S. Department of Labor Regulation Section 2510.3-101(f)(2) (as modified by Section 3(42) of ERISA), it also includes investment funds, whether or not maintained in the United States, whose assets are deemed to include benefit plan assets because 25% or more (or any increased percentage as may be applicable from time to time) of any one or more classes of equity interests in such an entity is held by benefit plan investors.
b. If the Subscriber is a “benefit plan investor” within the meaning of Section 3(42) of ERISA on account of other “benefit plan investors” owning equity interests in the Subscriber, the percentage of the Subscriber’s assets which are “plan assets” under ERISA and/or the Code is
Benefit Plan Investors. The Memorandum states that the managing operator may limit investment by “benefit plan investors” to less than 25% of the total capital of each class of equity interests of the Trust (not including investments by the managing operator, certain other persons and their affiliates). To help the managing operator determine whether investment by the subscriber is included in the 25% limitation, the subscriber has accurately answered the applicable questions regarding its status as a benefit plan investor on the Execution Page for Subscription by an Entity. The subscriber, if not a benefit plan investor, as described below, on the date this Subscription Agreement is signed, agrees to notify the managing operator immediately if the subscriber becomes a benefit plan investor. The term “benefit plan investor” refers to (i) any “employee benefit plan,” as defined in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is subject to the fiduciary responsibility provisions of ERISA, (ii) any plan as defined in, and subject to, Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), and (iii) any entity (“Plan Assets Entity”) deemed for any purpose of ERISA or Section 4975 of the Code to hold assets of any such employee benefit plan or plan due to investments made in such entity by already described benefit plan investors. Benefit plan investors include, but are not limited to, corporate pension and profit sharing plans, “simplified employee pension plans,” Xxxxx plans for self-employed individuals (including partners), individual retirement accounts, medical benefit plans, life insurance plans, church plans, bank commingled trust funds for such plans and accounts, insurance company separate accounts for such plans and accounts, and, under certain circumstances, all or a portion of the general account of an insurance company.
Benefit Plan Investors. The Memorandum states that the managing operator may limit investment by “benefit plan investors” to less than 25% of the total capital of each class of equity interests of the Trust (not including investments by the managing operator, certain other persons and their affiliates). To help the managing operator determine whether investment by the undersigned is included in the 25% limitation, the undersigned has checked the box designated — “Employee Benefit Plan” — under the “ENTITY OWNERSHIP” section of the Execution Page for Subscription by an Entity if the subscriber is a benefit plan investor. The undersigned, if not a benefit plan investor, as described below, on the date this Subscription Agreement is signed, agrees to notify the managing operator immediately if the undersigned becomes a benefit plan investor. The term “benefit plan investor” refers to (i) any “employee benefit plan,” as defined in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), regardless of whether it is subject to ERISA, (ii) any plan as defined in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), regardless of whether it is subject to Section 4975 of the Code, and (iii) any entity deemed for any purpose of ERISA or Section 4975 of the Code to hold assets of any such employee benefit plan or plan due to investments made in such entity by such employee benefit plans and plans. Benefit plan investors include, but are not limited to, corporate pension and profit sharing plans, “simplified employee pension plans,” KXXXX plans for self-employed individuals (including partners), individual retirement accounts, medical benefit plans, life insurance plans, church plans, governmental plans, foreign plans, bank commingled trust funds for such plans and accounts, insurance company separate accounts for such plans and accounts, and, under certain circumstances, all or a portion of the general account of an insurance company.
Benefit Plan Investors. Investment in the Fund by “benefit plan investors” may be limited to less than 25% of the total capital of the Fund (excluding investments by the Advisor or its affiliates). To help determine whether investment by Subscriber is included in the 25% limitation, Subscriber has initialed here ( ) if it is an employee benefit plan (such as an individual retirement account, corporate pension or profit sharing plan or governmental retirement plan).
Benefit Plan Investors. Each Subscriber must complete the following items that apply to the Subscriber:
A. Please indicate whether or not the Subscriber is, or is acting on behalf of, a “Benefit Plan Investor” (as defined in the Subscription Agreement).17 Yes No
B. If the Subscriber answered “Yes” to (A), please indicate what type of Benefit Plan Investor the Subscriber is by checking the appropriate box:
(i) ERISA Plan
(ii) Qualified Plan not subject to ERISA
(iii) Entity that is an insurance company separate account, common or collective trust of a bank, or group trust which is tax exempt
(iv) An insurance company general account, or wholly owned subsidiary of an insurance company general account, whose assets include “plan assets”
(v) Entity such as a fund of hedge funds (other than one described in (iii) or (iv) above) holding “plan assets” of ERISA Plans
(vi) Entity such as a fund of hedge funds (other than one described in (iv) or (v) above) holding “plan assets” of Qualified Plans which are not subject to ERISA (but no “plan assets” of any ERISA Plan)
C. To Be Completed by Subscribers that are Not Insurance Companies. Certain Benefit Plan Investors that are entities are considered to hold “plan assets” only to the extent to which their equity interests are held by Benefit Plan Investors. If the Subscriber is a Benefit Plan Investor because it is an entity (described in V(B)(iii), (v) or (vi) above) holding “plan assets” under the Plan Asset Rules, the Subscriber represents that the value of its assets attributable to Benefit Plan Investors as a percentage of the total value of its assets is not more than* (please check an applicable box): 10% ** 20% ** 30% 40% 50% 60% 70% 80% 90% 100% * Certain Benefit Plan Investors which are entities are considered to hold “plan assets” only to the extent to which their equity interests are held by Benefit Plan Investors. To ease some of the administrative burden of tracking these amounts, we suggest that a non-plan entity that is a Benefit Plan Investor build in a cushion by representing to a percentage slightly higher, but within 10%, of the actual percentage of “plan assets” so that it will not have to inform the Company each time the percentage changes due to a slight increase in plan participation in the entity.
