Common use of Investors’ Representative Clause in Contracts

Investors’ Representative. An Investors’ Representative — a professional services firm that is independent of the Sponsor and its affiliates and that does not otherwise perform material services for the Sponsor, this FuturesAccess Fund or any affiliated entity (other than as an investors’ representative for other funds) — may be appointed by the Sponsor from time to time as a means of providing (or withholding) the informed consent of Investors required for this FuturesAccess Fund to enter into certain transactions which otherwise may be inappropriate or impermissible due to the conflicts of interest involved. The transactions submitted to the Investors’ Representative for consent will typically be transactions which the Sponsor believes to be in the best interests of this FuturesAccess Fund but which, nevertheless, may require Investor consent under Section 206(3) or other applicable provisions of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The role of the Investors’ Representative will not be to make investment recommendations or pricing determinations nor to review the merits of any transaction presented to it, but only to confirm that the conflicts of interest involved have been resolved and that this FuturesAccess Fund enters into such transactions on an arm’s-length basis. The Investors’ Representative will be exculpated and indemnified by this FuturesAccess Fund to the extent that its actions are not determined to constitute fraud, bad faith, negligence, gross negligence or reckless or intentional misconduct.

Investors’ Representative. (a) An Investors’ Representative — a professional services firm that is independent of the Sponsor and its affiliates and that does not otherwise perform material services for the Sponsor, this FuturesAccess Fund or any affiliated entity (other than as an investors’ representative for other funds) — may be appointed by the Sponsor from time to time as a means of providing (or withholding) the informed consent of Investors required for this FuturesAccess Fund to enter into certain transactions which otherwise may be inappropriate or impermissible due to the conflicts of interest involved. The transactions submitted to the Investors’ Representative for consent will typically be transactions which the Sponsor believes to be in the best interests of this FuturesAccess Fund but which, nevertheless, may require Investor consent under Section 206(3) or other applicable provisions of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The role of the Investors’ Representative will not be to make investment recommendations or pricing determinations nor to review the merits of any transaction presented to it, but only to confirm that the conflicts of interest involved have been resolved and that this FuturesAccess Fund enters into such transactions on an arm’s-length basis. The Investors’ Representative will be exculpated and indemnified by this FuturesAccess Fund to the extent that its actions are not determined to constitute fraud, bad faith, negligence, gross negligence or reckless or intentional misconduct.