Common use of Prospectus Exemption Clause in Contracts

Prospectus Exemption. The Subscriber acknowledges that, if this subscription is accepted, Units will be distributed to the Subscriber pursuant to a regulatory exemption from statutory requirements that would otherwise require the applicable Fund to deliver to the Subscriber a prospectus that complies with statutory requirements. In doing so, the applicable Fund will be relying on the following representations and certifications by the Subscriber: The Subscriber hereby represents and certifies that the Subscriber is acting for his, her or its own account and is purchasing Units as principal (or is deemed by National Instrument 45-106 - Prospectus Exemptions to be acting as principal) for investment purposes only and not with a view to resale and is one of the following (please check the appropriate box): a resident of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Xxxxxx Xxxxxx Island or Newfoundland and Labrador who meets the definition of “accredited investor” and has completed the Certificate of Accredited Investor attached as Schedule “A” and the Risk Acknowledgement Form attached as Schedule “B” (if an individual described in paragraphs (j), (k) or (l) of the definition of “accredited investor”); or a person, other than an individual, that is a resident of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Xxxxxx Xxxxxx Island or Newfoundland and Labrador and is purchasing Units with an aggregate cost to the Subscriber of not less than $150,000 payable in cash at the time of the distribution of Units and has not been formed, created, established or incorporated for the purpose of permitting the purchase of the Units without a prospectus; or a resident of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Xxxxxx Xxxxxx Island or Newfoundland and Labrador and is purchasing Units with an aggregate acquisition cost of less than $150,000, but initially purchased Units of the same series as principal for an acquisition cost of not less than $150,000 paid in cash at the time of purchase, and at the date of this subscription owns Units with a net asset value or aggregate acquisition cost of not less than $150,000; or has the benefit of the following exemption (specify nature and source of exemption):

Prospectus Exemption. The Subscriber acknowledges that, if this subscription is accepted, Units will be distributed to the Subscriber pursuant to a regulatory exemption from statutory requirements that would otherwise require the applicable Fund to deliver to the Subscriber a prospectus that complies with statutory requirements. In doing so, the applicable Fund will be relying on the following representations and certifications by the Subscriber: The Subscriber hereby represents and certifies that the Subscriber is acting for his, her or its own account and is purchasing Units as principal (or is deemed by National Instrument 45-106 - Prospectus Exemptions (“NI 45-106”) to be acting as principal) for investment purposes only and not with a view to resale and is one of the following (please check the appropriate box): a resident of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Xxxxxx Xxxxxx Island or Newfoundland and Labrador who meets the definition of “accredited investor” and has completed the Certificate of Accredited Investor attached as Schedule “A” and the Risk Acknowledgement Form attached as Schedule “B” (if the Subscriber is an individual described in paragraphs (j), (k) or (l) of the definition of “accredited investor”); or a person, other than an individual, that is a resident of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Xxxxxx Xxxxxx Island or Newfoundland and Labrador and is purchasing Units with an aggregate cost to the Subscriber of not less than $150,000 payable in cash at the time of the distribution of Units and has not been formed, created, established or incorporated for the purpose of permitting the purchase of the Units without a prospectus; or a resident of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Xxxxxx Xxxxxx Island or Newfoundland and Labrador and is purchasing Units with an aggregate acquisition cost of less than $150,000, but initially purchased Units of the same series as principal for an acquisition cost of not less than $150,000 paid in cash at the time of purchase, and at the date of this subscription owns Units with a net asset value or aggregate acquisition cost of not less than $150,000; or has the benefit of the following exemption (specify nature and source of exemption):

Prospectus Exemption. The Subscriber acknowledges that, if this subscription is accepted, Units will be distributed to the Subscriber pursuant to a regulatory exemption from statutory requirements that would otherwise require the applicable Fund to deliver to the Subscriber a prospectus that complies with statutory requirements. In doing so, the applicable Fund will be relying on the following representations and certifications by the Subscriber: The Subscriber hereby represents and certifies that the Subscriber is acting for his, her or its own account and is purchasing Units as principal (or is deemed by National Instrument 45-106 - Prospectus Exemptions to be acting as principal) for investment purposes only and not with a view to resale and is one of the following (please check the appropriate box): a resident of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Xxxxxx Xxxxxx Island or Newfoundland and Labrador who meets the definition of “accredited investor” and has completed the Certificate of Accredited Investor attached as Schedule “A” and the Risk Acknowledgement Form attached as Schedule “B” (if an individual described in paragraphs (j), (k) or (l) of the definition of “accredited investor”); or a person, other than an individual, that is a resident of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Xxxxxx Xxxxxx Island or Newfoundland and Labrador and is purchasing Units with an aggregate cost to the Subscriber of not less than $150,000 payable in cash at the time of the distribution of Units and has not been formed, created, established or incorporated for the purpose of permitting the purchase of the Units without a prospectus; or a resident of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Xxxxxx Xxxxxx Island or Newfoundland and Labrador and is purchasing Units with an aggregate acquisition cost of less than $150,000, but initially purchased Units of the same series as principal for an acquisition cost of not less than $150,000 paid in cash at the time of purchase, and at the date of this subscription owns Units with a net asset value or aggregate acquisition cost of not less than $150,000; or has the benefit of the following exemption (specify nature and source of exemption):