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 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”.