Common use of Purchasing as Bare Trustee or Agent Clause in Contracts

Purchasing as Bare Trustee or Agent. If the Subscriber is purchasing the Units as bare trustee or agent (including, for greater certainty, a portfolio manager or comparable adviser) for one or more principals, the Subscriber has notified the Manager of such fact and: (1) represents and warrants that the bare trustee or agent is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such purchase on behalf of such principal(s), to agree to the terms and conditions contained herein and therein and to make the representations, certifications, acknowledgments and covenants made herein and therein, and that this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes a legal, valid and binding agreement enforceable against, such principal(s); (2) acknowledges that the Manager is required by law to disclose, on a confidential basis, to certain regulatory authorities, the identity of such principal purchaser(s) of Units for whom the Subscriber may be acting, and agrees to provide such information as may be required by the Manager to comply with such requirements; (3) represents and warrants that it will provide any such information about (i) the Subscriber; and/ or (ii) the principal purchaser(s) for whom the Subscriber may be acting that the Manager reasonably believes necessary to discharge any “know- your-client” and “suitability” obligations it may have under applicable securities legislation; and (4) agrees to indemnify each of the Fund, and the Manager against all losses, claims, costs, expenses and damages or liabilities which it may suffer or incur arising from the reliance on the foregoing representations, warranties and covenants of the Subscriber by the Fund, or the Manager, as the case may be, and the breach of any of such representations, warranties and covenants by the Subscriber.

Purchasing as Bare Trustee or Agent. If the Subscriber a person is purchasing the Units executing this Subscription Agreement as bare trustee trustee, agent or agent attorney (including, for greater certainty, a dealing representative, a portfolio manager or comparable adviser) for one or more principals(in this paragraph, the “agent”) on behalf of the Subscriber has notified (in this paragraph, the “principal”), such agent must provide evidence of such person’s authority satisfactory to the General Partner and the Manager of such fact and: (1) and hereby separately represents and warrants to the Manager that (i) the bare trustee or agent is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such purchase on behalf of such principal(s)principal, to agree to the terms and conditions contained herein and therein and to make the representations, certifications, acknowledgments and covenants made herein and therein, and that (ii) this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes a legal, valid and binding agreement enforceable against, such principal(s); principal, (2iii) the agent acknowledges that the Manager is required by law to disclose, on a confidential basis, disclose to certain regulatory authorities, and taxation authorities the identity of such and certain information regarding the principal purchaser(s) of Units for whom and has provided all the Subscriber may be acting, and agrees to provide such information concerning the principal as may be required by the Manager to comply with such requirements; (3) represents this Subscription Agreement and warrants that it will provide any such further information about as may hereafter be required; and (iiv) for the Subscriber; and/ or purpose of assisting the Manager in filing with the applicable securities regulator its consolidated Monthly Report under the Criminal Code (iiCanada) and related Regulations Establishing a List of Entities, the Justice for Victims of Corrupt Foreign Officials Regulations and all such other similar applicable regulations, the principal purchaser(s) is not a “Designated Person” for whom the Subscriber may be acting that purposes of such regulations, and the agent will immediately advise the Manager reasonably believes necessary to discharge any if there is a change in such status. For greater certainty, each of the representations set out in this Subscription Agreement shall be true in respect of, and each of the elections made herein shall be effective for, each principal identified under “know- your-clientName and Address of Subscriber” and “suitability” obligations it may have under applicable securities legislation; and (4) Joint Accounts: Name of Co-Subscriber”. The agent agrees to indemnify each of the FundPartnership, the General Partner and the Manager against all losses, claims, costs, expenses and damages or liabilities which that it may suffer or incur arising from the reliance on the foregoing representations, warranties and covenants of the Subscriber by the FundPartnership, the General Partner or the Manager, as the case may be, on the above representations and the breach of any of such representations, warranties and covenants by the Subscriberwarranties.

Purchasing as Bare Trustee or Agent. If the Subscriber is purchasing the Units as bare trustee or agent (including, for greater certainty, a portfolio manager or comparable adviser) for one or more principals, the Subscriber has notified the Manager of such fact and: (1) represents and warrants that the bare trustee or agent is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such purchase on behalf of such principal(s), to agree to the terms and conditions contained herein and therein and to make the representations, certifications, acknowledgments and covenants made herein and therein, and that this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes a legal, valid and binding agreement enforceable against, such principal(s); (2) acknowledges that the Manager is required by law to disclose, on a confidential basis, to certain Canadian regulatory authorities, the identity of such principal purchaser(s) of Units for whom the Subscriber may be acting, and agrees to provide such information as may be required by the Manager to comply with such requirements; (3) represents and warrants that it will provide any such information about (i) the Subscriber; and/ or (ii) the principal purchaser(s) for whom the Subscriber may be acting that the Manager reasonably believes necessary to discharge any “know- your-client” and “suitability” obligations it may have under applicable securities legislation; and (4) agrees to indemnify each of the Fund, and the Manager against all losses, claims, costs, expenses and damages or liabilities which it may suffer or incur arising from the reliance on the foregoing representations, warranties and covenants of the Subscriber by the Fund, or the Manager, as the case may be, and the breach of any of such representations, warranties and covenants by the Subscriber.

Purchasing as Bare Trustee or Agent. If the Subscriber a person is purchasing the Units executing this Subscription Agreement as bare trustee trustee, agent or agent attorney (including, for greater certainty, a dealing representative, a portfolio manager or comparable adviseradvisor) for one or more principals(in this paragraph, the agent) on behalf of the Subscriber has notified (in this paragraph, the Manager principal), such agent must provide evidence of such fact and: (1) person’s authority satisfactory to Westboro Trust and hereby separately represents and warrants to Westboro Trust that the bare trustee or (i) such agent is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such purchase on behalf of such principal(s)principal, to agree to the terms and conditions contained herein and therein and to make the representations, certifications, acknowledgments and covenants made herein and therein, and that (ii) this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes a legal, valid and binding agreement enforceable against, such principal(s); principal, and (2iii) the agent acknowledges that the Manager Westboro Trust is required by law to disclose, on a confidential basis, disclose to certain regulatory authorities, and taxation authorities the identity of such and certain information regarding the principal purchaser(s) of Units for whom and has provided all the Subscriber may be acting, and agrees to provide such information concerning the principal as may be required by the Manager to comply with such requirements; (3) represents this Subscription Agreement and warrants that it will provide any such further information about (i) as may hereafter be required. For greater certainty, each of the representations set out in this Subscription Agreement shall be true in respect of, and each of the elections made herein shall be effective for, each principal identified under “Name and Address of Subscriber; and/ or (ii) the principal purchaser(s) for whom the Subscriber may be acting that the Manager reasonably believes necessary to discharge any “know- your-client” and “suitability” obligations it may have under applicable securities legislation; and (4) on page S-6. The agent agrees to indemnify each of the Fund, and the Manager Westboro Trust against all losses, claims, costs, expenses and damages or liabilities which it may suffer or incur arising from the reliance by Westboro Trust on the foregoing representations, warranties above representations and covenants of the Subscriber by the Fund, or the Manager, as the case may be, and the breach of any of such representations, warranties and covenants by the Subscriberwarranties.

Purchasing as Bare Trustee or Agent. If the Subscriber a person is purchasing the Units executing this Subscription Agreement as bare trustee trustee, agent or agent attorney (including, for greater certainty, a dealing representative, a portfolio manager or comparable adviser) for one or more principals(in this paragraph, the “agent”) on behalf of the Subscriber has notified (in this paragraph, the “principal”), such agent must provide evidence of such person’s authority satisfactory to the General Partner and the Manager of such fact and: (1) and hereby separately represents and warrants to the Manager that (i) the bare trustee or agent is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such purchase on behalf of such principal(s)principal, to agree to the terms and conditions contained herein and therein and to make the representations, certifications, acknowledgments and covenants made herein and therein, and that (ii) this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes a legal, valid and binding agreement enforceable against, such principal(s); principal, (2iii) the agent acknowledges that the Manager is required by law to disclose, on a confidential basis, disclose to certain regulatory authorities, and taxation authorities the identity of such and certain information regarding the principal purchaser(s) of Units for whom and has provided all the Subscriber may be acting, and agrees to provide such information concerning the principal as may be required by the Manager to comply with such requirements; (3) represents this Subscription Agreement and warrants that it will provide any such further information about (i) the Subscriber; and/ or (ii) the principal purchaser(s) for whom the Subscriber as may hereafter be acting that the Manager reasonably believes necessary to discharge any “know- your-client” and “suitability” obligations it may have under applicable securities legislationrequired; and (4iv) for the purpose of assisting the Manager in filing with the applicable securities regulator its consolidated Monthly Report under the Criminal Code (Canada), the related Regulations Establishing a List of Entities, the Justice for Victims of Corrupt Foreign Officials Regulations and all such other similar applicable regulations, the principal is not a “Designated Person” for the purposes of such regulations, and the agent will immediately advise the Manager if there is a change in such status. For greater certainty, each of the representations set out in this Subscription Agreement shall be true in respect of, and each of the elections made herein shall be effective for, each principal identified under “Name and Address of Subscriber” on page S-8 and, if applicable, each Account Holder named in Appendix “1”. The agent agrees to indemnify each of the FundPartnership, the General Partner and the Manager against all losses, claims, costs, expenses and damages or liabilities which it may suffer or incur arising from the reliance on the foregoing representations, warranties and covenants of the Subscriber by the FundPartnership, the General Partner or the Manager, as the case may be, on the above representations and the breach of any of such representations, warranties and covenants by the Subscriberwarranties.

Purchasing as Bare Trustee or Agent. If the Subscriber is purchasing the Units as bare trustee or agent (including, for greater certainty, a portfolio manager or comparable adviser) for one or more principals, the Subscriber has notified the Manager of such fact and: (1) represents and warrants that the bare trustee or agent is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such purchase on behalf of such principal(s), to agree to the terms and conditions contained herein and therein and to make the representations, certifications, acknowledgments and covenants made herein and therein, and that this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes a legal, valid and binding agreement enforceable against, such principal(s); (2) acknowledges that the Manager is required by law to disclose, on a confidential basis, to certain regulatory authorities, the identity of such principal purchaser(s) of Units for whom the Subscriber may be acting, and agrees to provide such information as may be required by the Manager to comply with such requirements; (3) represents and warrants that it will provide any such information about (i) the Subscriber; and/ or (ii) the principal purchaser(s) for whom the Subscriber may be acting that the Manager reasonably believes necessary to discharge any “know- your-your- client” and “suitability” obligations it may have under applicable securities legislation; and (4) agrees to indemnify each of the Fund, and the Manager against all losses, claims, costs, expenses and damages or liabilities which it may suffer or incur arising from the reliance on the foregoing representations, warranties and covenants of the Subscriber by the Fund, or the Manager, as the case may be, and the breach of any of such representations, warranties and covenants by the Subscriber.