Common use of INVESTMENT IN ACCORDANCE WITH LAW Clause in Contracts

INVESTMENT IN ACCORDANCE WITH LAW. Each Non-Managing Member 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 Non-Managing Member (a “Plan Fiduciary”), represents and warrants that: (a) the Plan Fiduciary has considered an investment in the Series 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 Series for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Series 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 Series has been duly authorized and approved by all necessary parties; (e) none of the Managing Member, any affiliates of the Managing Member, any commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company or the Series, 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 Interests; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Interests 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; (f) the Plan Fiduciary (i) is authorized to make, and is responsible for, the decision for the Plan to invest in the Series, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA, including that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the Managing Member, any affiliates of the Managing Member, each commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company and the Series, each selling agent and each of their respective affiliates; and (iii) is qualified to make such investment decision; and (g) the Plan’s investment in the Series does not constitute a prohibited transaction or fiduciary breach under ERISA or the Code.

INVESTMENT IN ACCORDANCE WITH LAW. Each Non-Managing Member that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in in, and subject to the fiduciary responsibility provisions of, the Employee Retirement Income Security Act of 1974, as amended (“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 Non-Managing Member (a “Plan Fiduciary”), represents and warrants that: that (a) the Plan Fiduciary has considered an investment in the Series Company 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 Series Company for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISAERISA (if applicable); (c) the investment in the Series Company 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 Series Company has been duly authorized and approved by all necessary parties; (e) none of the Managing MemberInvestment Manager, any affiliates Portfolio Manager, any administrator (the “Administrator”), any custodians, any member of the Managing Membercommittee responsible for approving all Portfolio Manager allocation decisions (the “Investment Policy Committee”), any commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement selling agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company or the Series, 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 InterestsUnits; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Interests 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 SeriesCompany, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA, including ERISA (if applicable) that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the Managing MemberInvestment Manager, each Portfolio Manager, the Administrator, any affiliates custodians, each member of the Managing Member, each commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company and the SeriesInvestment Policy Committee, each selling agent agent, and each of their respective affiliates; , and (iii) is qualified to make such investment decision; and (g) the Plan’s investment in the Series does not constitute a prohibited transaction or fiduciary breach under ERISA or the Code. THE UNDERSIGNED ACKNOWLEDGES HAVING READ THIS AGREEMENT IN ITS ENTIRETY BEFORE SIGNING, INCLUDING THE CONFIDENTIALITY CLAUSES SET FORTH IN SECTION 8.10.

INVESTMENT IN ACCORDANCE WITH LAW. Each Non-Managing Member that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in in, and subject to the fiduciary responsibility provisions of 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 Non-Managing Member (a “Plan Fiduciary”), represents and warrants that: that (a) the Plan Fiduciary has considered an investment in the Series Company 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 Series Company for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Series Company 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 Series Company has been duly authorized and approved by all necessary parties; (e) none of the Managing MemberInvestment Manager, any affiliates Director, any Portfolio Manager, JX Xxxxx & Company (the “Administrator”), UMB Bank, N.A., any member of the Managing Membercommittee responsible for approving all Portfolio Manager allocation decisions (the “Investment Policy Committee”), any commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement selling agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company or the Series, 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 Interests; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Interests 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 SeriesCompany, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA, including ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the Managing MemberInvestment Manager, any affiliates each Director, each Portfolio Manager, the Administrator, UMB Bank, N.A., each member of the Managing Member, each commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company and the SeriesInvestment Policy Committee, each selling agent agent, and each of their respective affiliates; , and (iii) is qualified to make such investment decision; and (g) the Plan’s investment in the Series does not constitute a prohibited transaction or fiduciary breach under ERISA or the Code.

INVESTMENT IN ACCORDANCE WITH LAW. Each Non-Managing Member Investor that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in in, and subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“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 Non-Managing Member an Investor (a “Plan Fiduciary”), represents and warrants that: that (a) the Plan Fiduciary has considered an investment in the Series this FuturesAccess Fund 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 Series this FuturesAccess Fund for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Series this FuturesAccess Fund 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 Series this FuturesAccess Fund has been duly authorized and approved by all necessary parties; (e) none of the Managing MemberSponsor, the Trading Advisor, BAC, any affiliates member of the Managing MemberBoard of Managers of the Sponsor, the Selling Agent, Mxxxxxx Lxxxx International Bank, Ltd. (“MLIB”), any commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company or the SeriesInvestment Professional, 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 InterestsUnits; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Interests 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 Seriesthis FuturesAccess Fund, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA, including ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the Managing MemberSponsor, any affiliates the Trading Advisor, BAC, each member of the Managing MemberBoard of Managers of the Sponsor, the Selling Agent, MLIB, each commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company and the Series, each selling agent Investment Professional and each of their respective affiliates; and (iii) is qualified to make such investment decision; and (g) the Plan’s investment in the Series does not constitute a prohibited transaction or fiduciary breach under ERISA or the Code.

INVESTMENT IN ACCORDANCE WITH LAW. Each Non-Managing Member that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in in, and subject to the fiduciary responsibility provisions of 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 Non-Managing Member (a “Plan Fiduciary”), represents and warrants that: that (a) the Plan Fiduciary has considered an investment in the Series Company 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 Series Company for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Series Company 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 Series Company has been duly authorized and approved by all necessary parties; (e) none of the Managing MemberInvestment Manager, any affiliates Director, any Portfolio Manager, JX Xxxxx & Company (the “Administrator”), UMB Bank, N.A., any member of the Managing Membercommittee responsible for approving all Portfolio Manager allocation decisions (the “Investment Policy Committee”), any commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement selling agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company or the Series, 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 InterestsUnits; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Interests 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 SeriesCompany, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA, including ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the Managing MemberInvestment Manager, any affiliates each Director, each Portfolio Manager, the Administrator, UMB Bank, N.A., each member of the Managing Member, each commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company and the SeriesInvestment Policy Committee, each selling agent agent, and each of their respective affiliates; , and (iii) is qualified to make such investment decision; and (g) the Plan’s investment in the Series does not constitute a prohibited transaction or fiduciary breach under ERISA or the Code.

INVESTMENT IN ACCORDANCE WITH LAW. Each Non-Managing Member Limited Partner that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in and subject to the Employee Retirement Income Security Act of 1974, as amended (“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 Non-Managing Member Limited Partner (a “Plan Fiduciary”), ) represents and warrants that: (a) the Plan Fiduciary has considered an investment in the Series 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 Series Partnership for such Plan is consistent with the Plan Fiduciaryfiduciary’s responsibilities under ERISA; (c) the investment in the Series 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 entered into thereunder; (d) the Plan’s investment in the Series Partnership has been duly authorized and approved by all necessary parties; (e) none of the Managing MemberGeneral Partner, the Commodity Broker, any affiliates of the Managing Member, any commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company or the SeriesSelling Agent, 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 Interests; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Interests 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 Fiduciary: (i) is authorized to make, and is responsible for, the decision for the Plan to invest in the SeriesPartnership, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA, including ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the Managing MemberGeneral Partner, the Commodity Broker, any affiliates of the Managing Member, each commodity trading advisor to the Series, Selling Agent and any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company and the Series, each selling agent and each of their respective affiliates; and (iii) is qualified to make such investment decision. Each Limited Partner that is a Plan further represents and warrants that: (i) the trustee of the Plan will hold the Plan’s Interest in trust; (ii) the Plan Fiduciary consents to the payment of Management Fees and Profit Shares to the General Partner and has determined that the arrangement for services and the Management Fees and Profit Shares to be paid to the General Partner are reasonable and the services to be performed by the General Partner are appropriate and helpful to the Plan, all within the meaning of Section 408(b)(2) of ERISA and Section 4975 of the Code; and (giii) the Plan’s investment Plan Fiduciary consents on behalf of the Plan and itself to and authorizes the operation of the Partnership as described in the Series does not constitute a prohibited transaction or fiduciary breach under ERISA or the CodePartnership’s Offering Memorandum and herein.

INVESTMENT IN ACCORDANCE WITH LAW. Each Non-Managing Member that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in in, and subject to the fiduciary responsibility provisions of, the Employee Retirement Income Security Act of 1974, as amended (“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 Non-Managing Member (a “Plan Fiduciary”), represents and warrants that: that (a) the Plan Fiduciary has considered an investment in the Series Company 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 Series Company for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISAERISA (if applicable); (c) the investment in the Series Company 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 Series Company has been duly authorized and approved by all necessary parties; (e) none of the Managing MemberInvestment Manager, any affiliates Portfolio Manager, any administrator (the “Administrator”), any custodians, any member of the Managing Membercommittee responsible for approving all Portfolio Manager allocation decisions (the “Investment Policy Committee”), any commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement selling agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company or the Series, 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 Interests; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Interests 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 SeriesCompany, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA, including ERISA (if applicable) that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the Managing MemberInvestment Manager, each Portfolio Manager, the Administrator, any affiliates custodians, each member of the Managing Member, each commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company and the SeriesInvestment Policy Committee, each selling agent agent, and each of their respective affiliates; , and (iii) is qualified to make such investment decision; and (g) the Plan’s investment in the Series does not constitute a prohibited transaction or fiduciary breach under ERISA or the Code. THE UNDERSIGNED ACKNOWLEDGES HAVING READ THIS AGREEMENT IN ITS ENTIRETY BEFORE SIGNING, INCLUDING THE CONFIDENTIALITY CLAUSES SET FORTH IN SECTION 8.10.

INVESTMENT IN ACCORDANCE WITH LAW. Each Non-Managing Member Investor that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in in, and subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“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 Non-Managing Member an Investor (a “Plan Fiduciary”), represents and warrants that: that (a) the Plan Fiduciary has considered an investment in the Series this FuturesAccess Fund 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 Series this FuturesAccess Fund for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Series this FuturesAccess Fund 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 Series this FuturesAccess Fund has been duly authorized and approved by all necessary parties; (e) none of the Managing MemberSponsor, the Trading Advisor, BAC, any affiliates member of the Managing MemberBoard of Managers of the Sponsor, the Selling Agent, Xxxxxxx Xxxxx International Bank, Ltd. (“MLIB”), any commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company or the SeriesInvestment Professional, 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 InterestsUnits; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Interests 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 Seriesthis FuturesAccess Fund, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA, including ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the Managing MemberSponsor, any affiliates the Trading Advisor, BAC, each member of the Managing MemberBoard of Managers of the Sponsor, the Selling Agent, MLIB, each commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company and the Series, each selling agent Investment Professional and each of their respective affiliates; and (iii) is qualified to make such investment decision; and (g) the Plan’s investment in the Series does not constitute a prohibited transaction or fiduciary breach under ERISA or the Code.

INVESTMENT IN ACCORDANCE WITH LAW. Each Non-Managing Member Investor that is, or is investing assets on behalf of, an “"employee benefit plan,” " as defined in in, and subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended ("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 Non-Managing Member an Investor (a “"Plan Fiduciary”"), represents and warrants that: that (a) the Plan Fiduciary has considered an investment in the Series this FuturesAccess Fund 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 Series this FuturesAccess Fund for such Plan is consistent with the Plan Fiduciary’s 's responsibilities under ERISA; (c) the investment in the Series this FuturesAccess Fund 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 's investment in the Series this FuturesAccess Fund has been duly authorized and approved by all necessary parties; (e) none of the Managing MemberSponsor, the Trading Advisor, BAC, any affiliates member of the Managing MemberBoard of Managers of the Sponsor, the Selling Agent, Xxxxxxx Xxxxx International Bank, Ltd. ("MLIB"), any commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company or the SeriesInvestment Professional, 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 InterestsUnits; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Interests 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 Seriesthis FuturesAccess Fund, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA, including ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the Managing MemberSponsor, any affiliates the Trading Advisor, BAC, each member of the Managing MemberBoard of Managers of the Sponsor, the Selling Agent, MLIB, each commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company and the Series, each selling agent Investment Professional and each of their respective affiliates; and (iii) is qualified to make such investment decision; and (g) the Plan’s investment in the Series does not constitute a prohibited transaction or fiduciary breach under ERISA or the Code.

INVESTMENT IN ACCORDANCE WITH LAW. Each Non-Managing Member that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in in, and subject to the fiduciary responsibility provisions of, the Employee Retirement Income Security Act of 1974, as amended (“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 Non-Managing Member (a “Plan Fiduciary”), represents and warrants that: that (a) the Plan Fiduciary has considered an investment in the Series Company 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 Series Company for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Series Company 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 Series Company has been duly authorized and approved by all necessary parties; (e) none of the Managing MemberInvestment Manager, any affiliates Portfolio Manager, any administrator (the “Administrator”), any custodians, any member of the Managing Membercommittee responsible for approving all Portfolio Manager allocation decisions (the “Investment Policy Committee”), any commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement selling agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company or the Series, 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 Interests; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Interests 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 SeriesCompany, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA, including ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the Managing MemberInvestment Manager, each Portfolio Manager, the Administrator, any affiliates custodians, each member of the Managing Member, each commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company and the SeriesInvestment Policy Committee, each selling agent agent, and each of their respective affiliates; , and (iii) is qualified to make such investment decision; and (g) the Plan’s investment in the Series does not constitute a prohibited transaction or fiduciary breach under ERISA or the Code.

INVESTMENT IN ACCORDANCE WITH LAW. Each Non-Managing Member Investor that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in in, and subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“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 Non-Managing Member an Investor (a “Plan Fiduciary”), represents and warrants that: that (a) the Plan Fiduciary has considered an investment in the Series this FuturesAccess Fund 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 Series this FuturesAccess Fund for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Series this Futures Access Fund 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 Series this FuturesAccess Fund has been duly authorized and approved by all necessary parties; (e) none of the Managing MemberSponsor, any affiliates of the Managing MemberTrading Advisor, any commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company or the SeriesXxxxxxx Xxxxx, 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 InterestsUnits; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Interests 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 Seriesthis FuturesAccess Fund, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA, including ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the Managing MemberSponsor, any affiliates of the Managing MemberTrading Advisor, each commodity trading advisor to the SeriesXxxxxxx Xxxxx, any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company and the Series, each selling agent and each of their respective affiliates; , and (iii) is qualified to make such investment decision; and (g) the Plan’s investment in the Series does not constitute a prohibited transaction or fiduciary breach under ERISA or the Code.

INVESTMENT IN ACCORDANCE WITH LAW. Each Non-Managing Member Limited Partner that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in and subject to ERISA, 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 Non-Managing Member Limited Partner (a “Plan Fiduciary”), represents and warrants that: that (a) the Plan Fiduciary has considered an investment in the Series 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 Series Partnership for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Series 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 Series Partnership has been duly authorized and approved by all necessary parties; (e) none of the Managing MemberGeneral Partner, any affiliates of the Managing MemberTrading Advisor, Newedge Financial, Inc., X.X. Xxxxxx Investment Management, Inc., Principal Global Investors, LLC, X.X. Xxxxxx Futures, Inc., any commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement selling agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company or the Seriesprime broker, 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 InterestsUnits; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Interests 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 SeriesPartnership, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA, including ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the Managing MemberGeneral Partner, each Trading Advisor, Newedge Financial, Inc., X.X. Xxxxxx Investment Management, Inc., Principal Global Investors, LLC, X.X. Xxxxxx Futures, Inc., any affiliates of the Managing Memberselling agent, each commodity trading advisor to the Seriesprime broker, any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company and the Series, each selling agent and each of their respective affiliatesAffiliates; and (iii) is qualified to make such investment decision; and (g) the Plan’s investment in the Series does not constitute a prohibited transaction or fiduciary breach under ERISA or the Code.

INVESTMENT IN ACCORDANCE WITH LAW. Each Non-Managing Member that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in in, and subject to the fiduciary responsibility provisions of, the Employee Retirement Income Security Act of 1974, as amended (“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 Non-Managing Member (a “Plan Fiduciary”), represents and warrants that: that (a) the Plan Fiduciary has considered an investment in the Series Company 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 Series Company for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Series Company 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 Series Company has been duly authorized and approved by all necessary parties; (e) none of the Managing MemberInvestment Manager, any affiliates Portfolio Manager, any administrator (the “Administrator”), any custodians, any member of the Managing Membercommittee responsible for approving all Portfolio Manager allocation decisions (the “Investment Policy Committee”), any commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement selling agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company or the Series, 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 InterestsUnits; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Interests 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 SeriesCompany, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA, including ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the Managing MemberInvestment Manager, each Portfolio Manager, the Administrator, any affiliates custodians, each member of the Managing Member, each commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company and the SeriesInvestment Policy Committee, each selling agent agent, and each of their respective affiliates; , and (iii) is qualified to make such investment decision; and (g) the Plan’s investment in the Series does not constitute a prohibited transaction or fiduciary breach under ERISA or the Code.

INVESTMENT IN ACCORDANCE WITH LAW. Each Non-Managing Member that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in in, and subject to the fiduciary responsibility provisions of, the Employee Retirement Income Security Act of 1974, as amended (“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 Non-Managing Member (a “Plan Fiduciary”), represents and warrants that: that (a) the Plan Fiduciary has considered an investment in the Series Company 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 Series Company for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISAERISA (if applicable); (c) the investment in the Series Company 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 Series Company has been duly authorized and approved by all necessary parties; (e) none of the Managing MemberInvestment Manager, any affiliates Director, any Portfolio Manager, any administrator (the “Administrator”), any custodians, any member of the Managing Membercommittee responsible for approving all Portfolio Manager allocation decisions (the “Investment Policy Committee”), any commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement selling agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company or the Series, 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 InterestsUnits; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Interests 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 SeriesCompany, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA, including ERISA (if applicable) that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the Managing MemberInvestment Manager, each Director, each Portfolio Manager, the Administrator, any affiliates custodians, each member of the Managing Member, each commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company and the SeriesInvestment Policy Committee, each selling agent agent, and each of their respective affiliates; , and (iii) is qualified to make such investment decision; and (g) the Plan’s investment in the Series does not constitute a prohibited transaction or fiduciary breach under ERISA or the Code. THE UNDERSIGNED ACKNOWLEDGES HAVING READ THIS AGREEMENT IN ITS ENTIRETY BEFORE SIGNING, INCLUDING THE CONFIDENTIALITY CLAUSES SET FORTH IN SECTION 8.10.

INVESTMENT IN ACCORDANCE WITH LAW. Each Non-Managing Member that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in in, and subject to the fiduciary responsibility provisions of, 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 Non-Managing Member (a “Plan Fiduciary”), represents and warrants that: that (a) the Plan Fiduciary has considered an investment in the Series Platform 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 Series Platform for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Series Platform 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 Series Platform has been duly authorized and approved by all necessary parties; (e) none of the Managing MemberSponsor, any affiliates Trading Advisor of a Series in which the Managing MemberPlan is investing, the Administrator, the Clearing Broker, any commodity trading advisor to individual registered representative of any Selling Agent who facilitated the SeriesPlan’s investment in the Platform (each, any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company or the Seriesa “Financial Advisor”), 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 InterestsUnits; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Interests 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 SeriesPlatform, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA, including ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the Managing Member, any affiliates of the Managing MemberSponsor, each commodity trading advisor to Trading Advisor of each Series in which the SeriesPlan is investing, any employee or any affiliate of the Managing Member that sells InterestsAdministrator, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company and the SeriesClearing Broker, each selling agent Financial Advisor, each Selling Agent, and each of their respective affiliates; Affiliates, and (iii) is qualified to make such investment decision; and (g) the Plan’s investment in the Series does not constitute a prohibited transaction or fiduciary breach under ERISA or the Code.

INVESTMENT IN ACCORDANCE WITH LAW. Each Non-Managing Member Limited Partner that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in and subject to ERISA, 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 Non-Managing Member Limited Partner (a “Plan Fiduciary”), represents and warrants that: that (a) the Plan Fiduciary has considered an investment in the Series 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 Series Partnership for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Series 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 Series Partnership has been duly authorized and approved by all necessary parties; (e) none of the Managing MemberGeneral Partner, the Trading Advisor and custodian for the Partnership, any affiliates of the Managing Member, any commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement selling agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company or the Seriesbroker-dealer, any of their respective affiliates 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 Interests; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Interests 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 SeriesPartnership, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA, including ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the Managing MemberGeneral Partner, any affiliates of the Managing MemberTrading Advisor, the selling agent, broker dealer, and custodian for the Partnership, each commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company and the Series, each selling agent and each of their respective affiliatesAffiliates; and (iii) is qualified to make such investment decision; and (g) the Plan’s investment in the Series does not constitute a prohibited transaction or fiduciary breach under ERISA or the Code.

INVESTMENT IN ACCORDANCE WITH LAW. Each Non-Managing Member that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in in, and subject to the fiduciary responsibility provisions of, 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 Non-Managing Member (a “Plan Fiduciary”), represents and warrants that: that (a) the Plan Fiduciary has considered an investment in the Series Platform 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 Series Platform for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Series Platform 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 Series Platform has been duly authorized and approved by all necessary parties; (e) none of the Managing MemberSponsor, any affiliates Trading Advisor of a Series in which the Managing MemberPlan is investing, the Administrator, the Clearing Broker, UBS FS, any commodity trading advisor to individual UBS brokers who facilitated the SeriesPlan’s investment in the Platform (each, a “Financial Advisor”), UBS International Inc., any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company or the Seriesother Selling Agent, 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 InterestsUnits; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Interests 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 SeriesPlatform, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA, including ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the Managing Member, any affiliates of the Managing MemberSponsor, each commodity trading advisor to Trading Advisor of each Series in which the SeriesPlan is investing, any employee or any affiliate of the Managing Member that sells InterestsAdministrator, any additional placement agentthe Clearing Broker, any person, firm or corporation engaged by the Managing Member to provide services to the Company and the SeriesUBS FS, each selling agent Financial Advisor, UBS International Inc., each other Selling Agent, and each of their respective affiliates; , and (iii) is qualified to make such investment decision; and (g) the Plan’s investment in the Series does not constitute a prohibited transaction or fiduciary breach under ERISA or the Code.

INVESTMENT IN ACCORDANCE WITH LAW. Each Non-Managing Member that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in in, and subject to the fiduciary responsibility provisions of, the Employee Retirement Income Security Act of 1974, as amended (“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 Non-Managing Member (a “Plan Fiduciary”), represents and warrants that: that (a) the Plan Fiduciary has considered an investment in the Series Company 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 Series Company for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Series Company 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 Series Company has been duly authorized and approved by all necessary partiesrequisite Plan Fiduciary and Plan action; (e) none of the Managing MemberManager, any affiliates member of the Managing Memberinvestment committee, any commodity trading advisor to the Seriesmember of a board of advisors, any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company or the Series, any of their respective affiliates 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 Interests; (ii) has authority or responsibility to to, or regularly gives investment advice with respect to to, the assets of the Plan used to purchase Interests 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 SeriesInterests, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA, including ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the Managing Member, any affiliates of the Managing MemberManager, each commodity trading advisor to the Series, any employee or any affiliate of the Managing Member that sells Interests, any additional placement agent, any person, firm or corporation engaged by the Managing Member to provide services to the Company and the Series, each selling agent and each of their respective affiliates; Affiliates, and (iii) is qualified to make assess the merits and risks associated with making such investment decision; and (g) the Plan’s investment decision to invest in the Series does not constitute a prohibited transaction or fiduciary breach under ERISA or the CodeInterests.