Common use of Representations and Warranties of the Participant Clause in Contracts

Representations and Warranties of the Participant. Except as prohibited by any federal or state securities law or regulation, the Participant hereby makes the following representations and warranties with the intent and understanding that they will be relied upon by the Trust and the Portfolio in determining whether to sell Interests to the Participant. 1. The Participant is and will at all times when it owns or purchases Interests be registered as an open-end investment company under the Investment Company Act of 1940, as amended. 2. The Participant understands and agrees that the Interests have not been registered and will not be registered under the Securities Act of 1933, as amended, or any state securities law, and that the Interests offered and the offering of the Interests have not been approved, disapproved, or passed on by any federal or state regulatory agency or commission, securities or commodities exchange, or other self-regulatory organization. The sale of Interests is being made privately by the Portfolio pursuant to the private placement exemption from registration provided by Section 4(2) of the Securities Act. 3. The Participant acknowledges that it has received copies of the Offering Memorandum of the Portfolio (the "Memorandum") and of the Declaration of Trust and By-Laws. The Participant has read, understands, and is fully familiar with each of those documents and has received adequate information concerning all matters that the Participant considers material to a decision to purchase the Interests. 4. The Interests subscribed for will be acquired solely by and for the account of the Participant, solely for investment, and are not being purchased for resale or distributions. The Participant has no existing or contemplated agreement or arrangement with any person to sell, exchange, transfer, assign, pledge, or otherwise dispose of the Interests. 5. The Participant has relied solely upon the Memorandum, the advice of its tax or other advisers, and independent investigations made by the Participant in purchasing the Interests. No representations or agreements other than those set forth in the Memorandum and the Master Feeder Participation Agreement entered into by the Participant and the Portfolio have been made to the Participant in respect thereof. 6. The Participant agrees to notify the Trust promptly if there is any change with respect to any of the information, representations, or warranties contained herein and to provide such further information as the Trust may reasonably request. 7. The Participant is duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization and has all powers and is authorized, has taken all required action, and otherwise has duly qualified to execute, deliver, and perform this Application and Agreement and to purchase and hold the Interests, and this Application and Agreement has been duly executed and delivered by the Participant and constitutes the legal, valid, and binding obligation of the Participant enforceable against the Participant in accordance with its terms. The individual signing this Application and Agreement on behalf of the Participant represents that he or she has full power and authority to execute and deliver this Application and Agreement in such capacity and on behalf of the Participant.

Representations and Warranties of the Participant. Except The Participant hereby represents and warrants to the Employer as prohibited of the date of this Agreement as follows: (a) The Participant qualifies as an Accredited Investor under the Securities Act. (b) The Participant has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment to be made by any federal or state securities law or regulation, the Participant hereby makes the following representations and warranties with the intent and understanding that they will be relied upon by the Trust and the Portfolio in determining whether to sell Interests to the Participant. 1. The Participant is and will at all times when it owns or purchases Interests be registered as an open-end investment company under the Investment Company Act of 1940, as amended. 2hereunder. The Participant understands and agrees that has taken cognizance of all the Interests have risk factors related to the investment in the Partnership Units. (c) The Participant is acquiring the Partnership Units for the Participant’s own account for investment and not been registered and will not be registered under the Securities Act of 1933, as amendedwith any view to, or for resale in connection with, any state securities law, and that distribution or public offering thereof within the Interests offered and the offering of the Interests have not been approved, disapproved, or passed on by any federal or state regulatory agency or commission, securities or commodities exchange, or other self-regulatory organization. The sale of Interests is being made privately by the Portfolio pursuant to the private placement exemption from registration provided by Section 4(2) meaning of the Securities Act. 3. (d) The Participant understands that (i) the Partnership Units have not been registered under the Securities Act or applicable state securities laws, in reliance on exemptions from registration under the Securities Act and applicable state securities laws and (ii) no federal or state agency has made any finding or determination as to the fairness for investment, nor any recommendation or endorsement, of the Partnership Units. (e) The Participant acknowledges and agrees that it has received copies of the Offering Memorandum of the Portfolio (the "Memorandum"i) and of the Declaration of Trust and By-Laws. The Participant has readexcept as expressly provided for in this Agreement, understands, and is fully familiar with each of those documents and has received adequate information concerning all matters that the Participant considers material to a decision to purchase the Interests. 4. The Interests subscribed for will be acquired solely by and for the account of the Participant, solely for investment, and are not being purchased for resale or distributions. The Participant has no existing or contemplated agreement or arrangement with any person to sell, exchange, transfer, assign, pledge, or otherwise dispose of the Interests. 5. The Participant has relied solely upon the Memorandum, the advice of its tax or other advisers, and independent investigations made by the Participant in purchasing the Interests. No representations or agreements other than those set forth in the Memorandum and the Master Feeder Participation Agreement entered into by the Participant and the Portfolio warranties have been made to the Participant by the Employer or any other persons with respect to the Participant’s investment in the Partnership Units, (ii) except for this Agreement and the Partnership Agreement, there are no agreements, contracts, understandings or commitments between the Participant on the one hand and the Employer on the other hand, with respect thereofto the Participant’s investment in the Partnership Units, (iii) in entering into this transaction the Participant is not relying upon any information, other than that contained in the Partnership Agreement, this Agreement and the results of the Participant’s own independent investigation, (iv) the Participant’s financial situation is such that the Participant can afford to hold the Partnership Units for an indefinite period of time, has adequate means for providing for the Participant’s current needs and personal contingencies, and can afford the eventuality that the Partnership Units may ultimately have no value, (v) the future value of the Partnership Units is speculative and (vi) the Participant is not entitled to any preemptive, tag-along, information or other minority investor rights with respect to the Partnership Units, other than as expressly set forth in this Agreement, the Partnership Agreement or as otherwise provided under applicable law. 6(f) The Participant is fully informed and aware of the circumstances under which the Partnership Units must be held and the restrictions upon the resale of the Partnership Units under the Securities Act and any applicable state securities laws. The Participant agrees to notify understands that the Trust promptly if there is any change with respect to any Participant must bear the economic risk of the informationParticipant’s investment in the Partnership Units for an indefinite period of time because the Partnership Units have not been registered under the Securities Act and, representationstherefore, cannot be sold unless they are registered under the Securities Act and any applicable state securities laws or warranties contained herein unless an exemption from such registration is available, (i) that the availability of an exemption may depend on factors over which the Participant has no control, and (iii) that unless so registered or exempt from registration, the Partnership Units may be required to provide such further information as the Trust may reasonably request. 7be held for an indefinite period. The Participant understands that an exemption from registration is duly formed and is validly existing and in good standing not presently available pursuant to Rule 144 promulgated under the laws of its jurisdiction of organization and has all powers and Securities Act, that there is authorized, has taken all required actionno assurance that such exemption will ever become available to the Participant, and otherwise that even if it were to become available, sales pursuant to Rule 144 would be limited in amount and could only be made in full compliance with the provisions of Rule 144. (g) The Participant has duly qualified received and reviewed the Partnership Agreement. The Participant acknowledges and agrees that the Partnership Units are subject to execute, deliverthe provisions of the Partnership Agreement. (h) The Participant has full authority to enter into this Agreement and the Partnership Agreement, and to perform this Application the Participant’s obligations hereunder and thereunder. This Agreement and to purchase and hold the Interests, and this Application and Partnership Agreement has have been duly and validly executed and delivered by the Participant and constitutes the constitute legal, valid, valid and binding obligation obligations of the Participant Participant, enforceable against the Participant in accordance with its their terms, subject, as to the enforcement of remedies, to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law of general application affecting creditors and general principles of equity. The individual signing execution, delivery and performance of this Application Agreement and the Partnership Agreement does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Participant is a party or any judgment, order, decree or law to which the Participant is subject. (i) The Participant understands that the Employer’s decision to grant the Partnership Units to the Participant is predicated, in part, on behalf the representations, warranties and covenants of the Participant represents that he or she has full power and authority to execute and deliver this Application and Agreement in such capacity and on behalf of the Participantcontained herein.

Representations and Warranties of the Participant. Except The Participant hereby represents and warrants to the Company as prohibited by of this date as follows: (a) The Participant’s residence and domicile is the State set forth on the signature page hereof and all discussions related to this Agreement and the Granted Units, and the offer and acceptance of this Agreement and the Granted Units, occurred in such State. (b) The Participant is acquiring the Granted Units for the Participant’s own account for investment and not with any view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act. The Participant hereby consents to an appropriate legend on the certificates, if any, evidencing such Granted Units to such effect and to the effect that Granted Units may not be disposed of except in compliance with all federal and state securities laws. The Participant acknowledges and agrees that the Company shall have no obligation to register Granted Units granted to the Participant under federal or state securities law or regulation, laws either at the time the Granted Units are issued and delivered to the Participant hereby makes the following representations and warranties with the intent and understanding that they will or are proposed to be relied upon disposed of by the Trust Participant unless otherwise expressly provided to the contrary in written agreements to which the Company and the Portfolio in determining whether to sell Interests to the ParticipantParticipant are parties. 1. The Participant is and will at all times when it owns or purchases Interests be registered as an open-end investment company under the Investment Company Act of 1940, as amended. 2. (c) The Participant understands and agrees that (i) the Interests Granted Units have not been registered and will not be registered under the Securities Act of 1933, as amended, or any applicable state securities lawlaws, in reliance on exemptions from registration under the Securities Act and that the Interests offered applicable state securities laws and the offering of the Interests have not been approved, disapproved, or passed on by any (ii) no federal or state regulatory agency has made any finding or commission, securities or commodities exchange, or other self-regulatory organization. The sale of Interests is being made privately by the Portfolio pursuant determination as to the private placement exemption from registration provided by Section 4(2) fairness for investment, nor any recommendation or endorsement, of the Securities ActGranted Units. 3. (d) The Participant acknowledges and agrees that it has received copies of the Offering Memorandum of the Portfolio (the "Memorandum"i) and of the Declaration of Trust and By-Laws. The Participant has readexcept as expressly provided for in this Agreement, understands, and is fully familiar with each of those documents and has received adequate information concerning all matters that the Participant considers material to a decision to purchase the Interests. 4. The Interests subscribed for will be acquired solely by and for the account of the Participant, solely for investment, and are not being purchased for resale or distributions. The Participant has no existing or contemplated agreement or arrangement with any person to sell, exchange, transfer, assign, pledge, or otherwise dispose of the Interests. 5. The Participant has relied solely upon the Memorandum, the advice of its tax or other advisers, and independent investigations made by the Participant in purchasing the Interests. No representations or agreements other than those set forth in warranties with respect to the Memorandum and the Master Feeder Participation Agreement entered into by the Participant and the Portfolio Granted Units have been made to the Participant by the Company, any manager, officer, agent, employee, Subsidiary or Affiliate of the Company, or any other Persons, (ii) except for this Agreement and the LLC Agreement, there are no agreements, contracts, understandings or commitments between the Participant, on the one hand, and the Company, any Manager, Officer, agent, employee, Subsidiary or Affiliate of the Company, on the other hand, with respect to the Granted Units, (iii) in entering into this transaction the Participant is not relying upon any information, other than that contained in the LLC Agreement, this Agreement and the results of the Participant’s own independent investigation, (iv) any future economic return with respect thereofto the Granted Units is speculative and subject to a high degree of risk, and (v) the Granted Units are subject to forfeiture as set forth herein, are subject to dilution by the issuance of additional Units by the Company, and the Participant is not entitled to any preemptive, tag-along, information or other minority investor rights with respect to either the Granted Units, other than as expressly set forth in the LLC Agreement or as otherwise provided under applicable law. 6(e) The Participant is fully informed and aware of the circumstances under which the Granted Units must be held and the restrictions upon the resale of the Granted Units under the LLC Agreement and the Securities Act and any applicable state securities laws. The Participant agrees acknowledges that (i) the Granted Units have not been registered under the Securities Act and, therefore, cannot be sold unless they are registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration is available, (ii) the availability of an exemption may depend on factors over which the Participant or the Company has no control, (iii) unless so registered or exempt from registration the Granted Units may be required to notify be held for an indefinite period and (iv) the Trust promptly if there is any change with respect to any reliance of the information, representations, or warranties contained herein Company and others upon the exemptions from registration referred to provide such further information as in the Trust may reasonably request. 7recitals is predicated in part upon this representation and warranty. The Participant understands that an exemption from registration is duly formed and is validly existing and in good standing not presently available pursuant to Rule 144 promulgated under the laws Securities Act by the U.S. Securities and Exchange Commission, that there is no assurance that such exemption will ever become available to the Participant and that even if it were to become available, sales pursuant to Rule 144 would be limited in amount and could only be made in full compliance with the provisions of its jurisdiction of organization Rule 144. (f) The Participant has full authority to enter into this Agreement and the LLC Agreement and perform the Participant’s obligations hereunder and thereunder. This Agreement has all powers and is authorized, has taken all required actionbeen, and otherwise has the LLC Agreement, upon the execution and delivery of the counterpart signature pages referred to in Section 6, will have been, duly qualified to execute, deliver, and perform this Application and Agreement and to purchase and hold the Interests, and this Application and Agreement has been duly validly executed and delivered by the Participant and constitutes the constitute or will constitute legal, valid, valid and binding obligation obligations of the Participant Participant, enforceable against the Participant in accordance with its their terms, subject, as to the enforcement of remedies, to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law of general application affecting creditors and general principles of equity. The individual signing execution, delivery and performance of this Application Agreement does not and will not, and the execution and delivery of the LLC Agreement will not, conflict with, violate or cause a breach of any agreement, contract or instrument to which the Participant is a party or any judgment, order, decree or law to which the Participant is subject. (g) The Participant understands that the Company’s agreement to grant the Granted Units to the Participant is predicated, in part, on behalf the representations, warranties and covenants of the Participant represents that he or she has full power and authority to execute and deliver this Application and Agreement in such capacity and on behalf of the Participantcontained herein.

Representations and Warranties of the Participant. Except The Participant hereby represents and warrants to the Employer as prohibited by any federal or state securities law or regulationof the date of this Agreement as follows: (a) The Participant’s domicile is the State of California, all discussions related to this Agreement, the Partnership Units granted pursuant to this Agreement, and the offer and acceptance of this Agreement, and the Partnership Units granted hereunder, occurred in the State of California. (b) The Participant hereby makes qualifies as an Accredited Investor under the following representations Securities Act. (c) The Participant has such knowledge and warranties with experience in financial and business matters that he is capable of evaluating the intent merits and understanding that they will risks of the investment to be relied upon made by the Trust and the Portfolio in determining whether to sell Interests to the Participant. 1. The Participant is and will at all times when it owns or purchases Interests be registered as an open-end investment company under the Investment Company Act of 1940, as amended. 2hereunder. The Participant understands and agrees that has taken cognizance of all the Interests have risk factors related to the investment in the Partnership Units granted pursuant to this Agreement. (d) The Participant is acquiring the Partnership Units granted pursuant to this Agreement for the Participant’s own account for investment and not been registered and will not be registered under the Securities Act of 1933, as amendedwith any view to, or for resale in connection with, any state securities law, and that distribution or public offering thereof within the Interests offered and the offering of the Interests have not been approved, disapproved, or passed on by any federal or state regulatory agency or commission, securities or commodities exchange, or other self-regulatory organization. The sale of Interests is being made privately by the Portfolio pursuant to the private placement exemption from registration provided by Section 4(2) meaning of the Securities Act. 3. (e) The Participant understands that (i) the Partnership Units granted pursuant to this Agreement have not been registered under the Securities Act or applicable state securities laws, in reliance on exemptions from registration under the Securities Act and applicable state securities laws and (ii) no federal or state agency has made any finding or determination as to the fairness for investment, nor any recommendation or endorsement, of the Partnership Units. (f) The Participant acknowledges and agrees that it has received copies of the Offering Memorandum of the Portfolio (the "Memorandum"i) and of the Declaration of Trust and By-Laws. The Participant has readexcept as expressly provided for in this Agreement, understands, and is fully familiar with each of those documents and has received adequate information concerning all matters that the Participant considers material to a decision to purchase the Interests. 4. The Interests subscribed for will be acquired solely by and for the account of the Participant, solely for investment, and are not being purchased for resale or distributions. The Participant has no existing or contemplated agreement or arrangement with any person to sell, exchange, transfer, assign, pledge, or otherwise dispose of the Interests. 5. The Participant has relied solely upon the Memorandum, the advice of its tax or other advisers, and independent investigations made by the Participant in purchasing the Interests. No representations or agreements other than those set forth in the Memorandum and the Master Feeder Participation Agreement entered into by the Participant and the Portfolio warranties have been made to the Participant by the Employer or any other persons with respect to the Participant’s investment in the Partnership Units granted pursuant to this Agreement, (ii) except for this Agreement and the Partnership Agreement, there are no agreements, contracts, understandings or commitments between the Participant on the one hand and the Employer on the other hand, with respect thereofto the Participant’s investment in the Partnership Units granted pursuant to this Agreement, (iii) in entering into this transaction the Participant is not relying upon any information, other than that contained in the Partnership Agreement, this Agreement and the results of the Participant’s own independent investigation, (iv) the Participant’s financial situation is such that the Participant can afford to hold the Partnership Units granted pursuant to this Agreement for an indefinite period of time, has adequate means for providing for the Participant’s current needs and personal contingencies, and can afford the eventuality that the Partnership Units may ultimately have no value, (v) the future value of the Partnership Units granted pursuant to this Agreement is speculative and (vi) the Participant is not entitled to any preemptive, tag-along, information or other minority investor rights with respect to the Partnership Units granted pursuant to this Agreement, other than as expressly set forth in this Agreement, the Partnership Agreement or as otherwise provided under applicable law. 6(g) The Participant is fully informed and aware of the circumstances under which the Partnership Units granted pursuant to this Agreement must be held and the restrictions upon the resale of the Partnership Units under the Securities Act and any applicable state securities laws. The Participant agrees to notify understands that the Trust promptly if there is any change with respect to any Participant must bear the economic risk of the informationParticipant’s investment in the Partnership Units granted pursuant to this Agreement for an indefinite period of time because the Partnership Units have not been registered under the Securities Act and, representationstherefore, cannot be sold unless they are registered under the Securities Act and any applicable state securities laws or warranties contained herein unless an exemption from such registration is available, (i) that the availability of an exemption may depend on factors over which the Participant has no control, and (iii) that unless so registered or exempt from registration, the Partnership Units may be required to provide such further information as the Trust may reasonably request. 7be held for an indefinite period. The Participant understands that an exemption from registration is duly formed and is validly existing and in good standing not presently available pursuant to Rule 144 promulgated under the laws of its jurisdiction of organization and has all powers and Securities Act, that there is authorized, has taken all required actionno assurance that such exemption will ever become available to the Participant, and otherwise that even if it were to become available, sales pursuant to Rule 144 would be limited in amount and could only be made in full compliance with the provisions of Rule 144. (h) The Participant has duly qualified received and reviewed the Partnership Agreement. The Participant acknowledges and agrees that the Partnership Units are subject to execute, deliverthe provisions of the Partnership Agreement. (i) The Participant has full authority to enter into this Agreement and the Partnership Agreement, and to perform this Application the Participant’s obligations hereunder and thereunder. This Agreement and to purchase and hold the Interests, and this Application and Partnership Agreement has have been duly and validly executed and delivered by the Participant and constitutes the constitute legal, valid, valid and binding obligation obligations of the Participant Participant, enforceable against the Participant in accordance with its their terms, subject, as to the enforcement of remedies, to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law of general application affecting creditors and general principles of equity. The individual signing execution, delivery and performance of this Application Agreement and the Partnership Agreement does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Participant is a party or any judgment, order, decree or law to which the Participant is subject. (j) The Participant understands that the Employer’s decision to grant the Partnership Units to the Participant pursuant to this Agreement is predicated, in part, on behalf the representations, warranties and covenants of the Participant represents that he or she has full power and authority to execute and deliver this Application and Agreement in such capacity and on behalf of the Participantcontained herein.

Representations and Warranties of the Participant. Except as prohibited by any federal or state securities law or regulationThe Participant hereby represents and warrants to the Trustee, and each entity other than the Participant hereby makes who acquires any Units in the following Trust Fund as follows, and the Participant acknowledges that the Participant has full knowledge that all such entities intend to rely on such representations and warranties with the intent warranties: (a) The Participant has read carefully and understanding that they will be relied upon by understands the Trust Agreement and has been given the Portfolio in determining whether opportunity to sell Interests consult with its advisors with respect to the participation contemplated thereby and hereby and its suitability for the Participant.. Any specific acknowledgment set forth below with respect to the Trust Fund and/or the Trust Agreement shall not be deemed to limit the generality of this representation and warranty; 1. (b) The Participant is and will at all times when it owns or purchases Interests be registered as an open-end investment company under the Investment Company Act of 1940a church, as amended. 2. The Participant understands and agrees that the Interests have not been registered and will not be registered under the Securities Act of 1933, as amended, or any state securities law, and that the Interests offered and the offering of the Interests have not been approved, disapproved, or passed on by any federal or state regulatory agency or commission, securities or commodities exchangeassociation, or other self-regulatory organization. institution of the United Church of Xxxxxx or its predecessor the Congregational Christian denomination (each, a “United Church of Xxxxxx Entity”), or a trustee owning any assets beneficially for a United Church of Xxxxxx Entity, or a consolidated trust fund or investment fund whose participants are Church of Xxxxxx Entities; (c) The sale Participant or the Participant’s representatives, during the course of Interests is being made privately by the Portfolio pursuant this transaction and prior to the private placement exemption receipt of any Units, have had the opportunity to ask questions of and receive answers from registration provided by Section 4(2) representatives of the Securities Act. 3. The Participant acknowledges that it has received copies Trustee concerning the terms and conditions of participation in the Trust Fund and the Trust Agreement, the Investment Policy, and to obtain any additional information which relates to participation in the Trust Fund, or which is necessary to verify the accuracy of the Offering Memorandum of information contained in the Portfolio Trust Agreement, to the extent that the Trustee possesses such information or can acquire it without unreasonable effort or expense; (the "Memorandum"d) and of the Declaration of Trust and By-Laws. The Participant has readnot relied upon the Trustee, understandsor its counsel or accountants, for any securities, tax, or other legal or accounting advice, and is fully familiar with each of those documents and has received adequate information concerning all matters that the Participant considers material has, to a decision the extent the Participant deems necessary, consulted with the Participant’s own advisors as to purchase these matters; and (e) The receipt of the Interests. 4. The Interests subscribed for will be acquired solely Units by and for the account Participant is consistent with the general objectives of the Participant, solely for investment, and are not being purchased for resale or distributions. The Participant has no existing or contemplated agreement or arrangement with any person to sell, exchange, transfer, assign, pledge, or otherwise dispose of the Interests. 5. The Participant has relied solely upon the Memorandum, the advice of its tax or other advisers, and independent investigations made such receipt by the Participant in purchasing the Interests. No representations or agreements other than those set forth in the Memorandum and the Master Feeder Participation Agreement entered into by the Participant and the Portfolio have been made to the Participant in respect thereof. 6. The Participant agrees to notify the Trust promptly if there is any change with respect to any of the information, representations, or warranties contained herein and to provide such further information as the Trust may reasonably request. 7. The Participant is duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization and has all powers and is authorized, has taken all required action, and otherwise has duly qualified to execute, deliver, and perform this Application and Agreement and to purchase and hold the Interests, and this Application and Agreement has been duly executed and delivered authorized by all requisite corporate, trust, or other action of the Participant and constitutes the legal, validParticipant, and binding obligation the receipt of the Participant enforceable against Units is permitted under the Participant in accordance with its terms. The individual signing this Application and Agreement on behalf of the Participant represents that he or she has full power and authority to execute and deliver this Application and Agreement in such capacity and on behalf governing documents of the Participant.

Representations and Warranties of the Participant. Except The Participant hereby acknowledges, represents and warrants to, and agrees with, the Company as prohibited by any federal or state securities law or regulationfollows: (a) The Participant understands that this Agreement is intended to be exempt from registration under the Securities Act, and in accordance therewith and in furtherance thereof, the Participant hereby makes the following representations represents and warranties with the intent and understanding that they will be relied upon by the Trust and the Portfolio in determining whether to sell Interests to the Participant. 1. The Participant is and will at all times when it owns or purchases Interests be registered as an open-end investment company under the Investment Company Act of 1940, as amended. 2. The Participant understands warrants and agrees that the Interests have not been registered and will not be registered under the Securities Act of 1933, as amended, or any state securities law, and that the Interests offered and the offering of the Interests have not been approved, disapproved, or passed on by any federal or state regulatory agency or commission, securities or commodities exchange, or other self-regulatory organization. The sale of Interests is being made privately by the Portfolio pursuant to the private placement exemption from registration provided by Section 4(2follows: (ii) of the Securities Act. 3. The Participant acknowledges that it has received copies of all documents, records and books pertaining to the Offering Memorandum of Program (including, without limitation, the Portfolio Descriptive Materials) have been made available for inspection by the Participant; (the "Memorandum"iii) and of the Declaration of Trust and By-Laws. The Participant has read, understands, had a reasonable opportunity to ask questions of and is fully familiar with each receive answers from a person or persons acting on behalf of those documents the Company concerning the Program and has received adequate information concerning all matters that such questions have been answered to the Participant considers material to a decision to purchase the Interests. 4. The Interests subscribed for will be acquired solely by and for the account full satisfaction of the Participant, solely for investment, and are not being purchased for resale ; (iv) No oral or distributions. The Participant has no existing or contemplated agreement or arrangement with any person to sell, exchange, transfer, assign, pledge, or otherwise dispose of the Interests. 5. The Participant has relied solely upon the Memorandum, the advice of its tax or other advisers, and independent investigations made by the Participant in purchasing the Interests. No written representations or agreements other than those set forth in the Memorandum and the Master Feeder Participation Agreement entered into by the Participant and the Portfolio have been made to the Participant concerning the Program other than as stated in the Descriptive Materials, and no oral or written information furnished to the Participant in connection with the Program were inconsistent with the information stated in the Descriptive Materials; (v) The Participant has adequate means of providing for the Participant's current financial needs and contingencies, is able to bear the substantial economic risks of the Program for an indefinite period of time, has no need for liquidity in the Participant's assets placed in the Program, and, at the present time, could afford a complete loss of such assets; (vi) The Participant has such knowledge and experience in financial, tax, and business matters so as to enable the Participant to utilize the information made available to the Participant in connection with the Program to evaluate the merits and risks of the Program and to make an informed decision with respect thereofthereto; (vii) The Participant is not relying on the Company with respect to the tax and other economic considerations of the Program. 6(b) The Participant meets the requirements to be included in one of the categories of "accredited investor" (as defined in Rule 501 under the Securities Act) set forth on Appendix A hereto. (c) The Participant shall provide such information and execute and deliver such documents as may reasonably be requested by the Company in connection with the Program, including, without limitation, such information and documents as may reasonably be necessary to comply with any and all laws to which the Company is subject, and such additional information as the Company may deem appropriate with regard to the Participant's suitability (including, without limitation, documentation relating to the Participant's "accredited investor" status). (d) The representations, warranties, and agreements of the Participant contained herein and in any other writing delivered in connection with the transactions 11 11 contemplated hereby shall be true and correct in all respects on and as of the date of any deferral hereunder as if made on and as of such date and shall survive the execution and delivery of this Agreement. The Participant agrees to notify shall promptly inform the Trust promptly Company if there is any change with respect to any of the information, representations, or warranties contained herein and to provide such further information as the Trust may reasonably requestrepresentations included in this Section 11 shall become false for any reason. 7. The Participant is duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization and has all powers and is authorized, has taken all required action, and otherwise has duly qualified to execute, deliver, and perform this Application and Agreement and to purchase and hold the Interests, and this Application and Agreement has been duly executed and delivered by the Participant and constitutes the legal, valid, and binding obligation of the Participant enforceable against the Participant in accordance with its terms. The individual signing this Application and Agreement on behalf of the Participant represents that he or she has full power and authority to execute and deliver this Application and Agreement in such capacity and on behalf of the Participant.