Benefit Plan Investors. (a) Investment in Accordance with Law. Each Limited Partner that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in and subject to ERISA, or a “plan,” as defined in and subject to Section 4975 of the Code (each such employee benefit plan and plan, a “Plan”), and each fiduciary thereof who has caused the Plan to become a Limited Partner (a “Plan Fiduciary”), represents and warrants that: (a) the Plan Fiduciary has considered an investment in the Partnership for such Plan in light of the risks relating thereto; (b) the Plan Fiduciary has determined that, in view of such considerations, the investment in the Partnership for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Partnership by the Plan does not violate and is not otherwise inconsistent with the terms of any legal document constituting the Plan or any trust agreement thereunder; (d) the Plan’s investment in the Partnership has been duly authorized and approved by all necessary parties; (e) none of the General Partner, any commodity trading advisor to the Partnership, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co., Xxxxxx Xxxxxxx & Co. International Limited, any employee of Xxxxxx Xxxxxxx Xxxxx Xxxxxx who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the Partnership, any of their respective affiliates or any of their respective agents or employees: (i) has investment discretion with respect to the investment of assets of the Plan used to purchase Units; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Units for a fee and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to the Plan and that such advice will be based on the particular investment needs of the Plan; or (iii) is an employer maintaining or contributing to the Plan; and (f) the Plan Fiduciary (i) is authorized to make, and is responsible for, the decision for the Plan to invest in the Partnership, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the General Partner, each commodity trading advisor to the Partnership, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co...
Benefit Plan Investors. Participation in each Fund by “benefit plan investors” is not “significant”, as such terms are defined in 29 C.F.R. 2510.3-101.
Benefit Plan Investors. (a) Investment in Accordance with Law. Each Limited Partner that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in and subject to ERISA, or a “plan,” as defined in and subject to Section 4975 of the Code (each such employee benefit plan and plan, a “Plan”), and each fiduciary thereof who has caused the Plan to become a Limited Partner (a “Plan Fiduciary”), represents and warrants that:
Benefit Plan Investors. At no time have "benefit plan investors," as defined in U.S. Department of Labor Regulation 29 C.F.R. Section 2510.3-101, held 25% or more of the value of any class of equity interests in the Company. Any certificate signed by an officer of the Company and delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company to each Underwriter as to the matters set forth therein. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel to the Company and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Benefit Plan Investors. The Memorandum states that the managing operator may limit investment by “benefit plan investors” to less than 25% of the total capital of each class of equity interests of the Trust (not including investments by the managing operator, certain other persons and their affiliates). To help the managing operator determine whether investment by the undersigned is included in the 25% limitation, the undersigned has checked the box designated — “Employee Benefit Plan” — under the “ENTITY OWNERSHIP” section of the Execution Page for Subscription by an Entity if the subscriber is a benefit plan investor. The undersigned, if not a benefit plan investor, as described below, on the date this Subscription Agreement is signed, agrees to notify the managing operator immediately if the undersigned becomes a benefit plan investor. The term “benefit plan investor” refers to (i) any “employee benefit plan,” as defined in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), regardless of whether it is subject to ERISA, (ii) any plan as defined in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), regardless of whether it is subject to Section 4975 of the Code, and (iii) any entity deemed for any purpose of ERISA or Section 4975 of the Code to hold assets of any such employee benefit plan or plan due to investments made in such entity by such employee benefit plans and plans. Benefit plan investors include, but are not limited to, corporate pension and profit sharing plans, “simplified employee pension plans,” KXXXX plans for self-employed individuals (including partners), individual retirement accounts, medical benefit plans, life insurance plans, church plans, governmental plans, foreign plans, bank commingled trust funds for such plans and accounts, insurance company separate accounts for such plans and accounts, and, under certain circumstances, all or a portion of the general account of an insurance company.
Benefit Plan Investors. The Memorandum states that the managing operator may limit investment by “benefit plan investors” to less than 25% of the total capital of each class of equity interests of the Trust (not including investments by the managing operator, certain other persons and their affiliates). To help the managing operator determine whether investment by the subscriber is included in the 25% limitation, the subscriber has accurately answered the applicable questions regarding its status as a benefit plan investor on the Execution Page for Subscription by an Entity. The subscriber, if not a benefit plan investor, as described below, on the date this Subscription Agreement is signed, agrees to notify the managing operator immediately if the subscriber becomes a benefit plan investor. The term “benefit plan investor” refers to (i) any “employee benefit plan,” as defined in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is subject to the fiduciary responsibility provisions of ERISA, (ii) any plan as defined in, and subject to, Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), and (iii) any entity (“Plan Assets Entity”) deemed for any purpose of ERISA or Section 4975 of the Code to hold assets of any such employee benefit plan or plan due to investments made in such entity by already described benefit plan investors. Benefit plan investors include, but are not limited to, corporate pension and profit sharing plans, “simplified employee pension plans,” Xxxxx plans for self-employed individuals (including partners), individual retirement accounts, medical benefit plans, life insurance plans, church plans, bank commingled trust funds for such plans and accounts, insurance company separate accounts for such plans and accounts, and, under certain circumstances, all or a portion of the general account of an insurance company.
Benefit Plan Investors. Each Limited Partner that is an “employee benefit plan” as defined in, and subject to the fiduciary responsibility provisions of ERISA, a “plan” as defined in Section 4975 of the Code (each such employee benefit plan and plan, a “Plan”), or any entity deemed for any purpose of ERISA or Section 4975 of the Code to hold assets of any Plan and each fiduciary thereof who has caused the Plan to become a Limited Partner (a “Plan Fiduciary”), represents and warrants that:
Benefit Plan Investors. Notwithstanding the other provisions in this Agreement, no Lender shall assign, convey or otherwise transfer any portion of its Commitment or its interest in the Borrower Collateral to (A) a Benefit Plan Investor or (B) following any such assignment, conveyance or transfer to a Benefit Plan Investor, a Controlling Person, in each case of clauses (A) and (B), without the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed).
Benefit Plan Investors. Each Limited Partner that is an “employee benefit plan” as defined in and subject to ERISA, or a “plan” as defined in Section 4975 of the Code (collectively, a “Plan”), and each fiduciary who has caused a Plan to become a Limited Partner (a “Plan Fiduciary”), represents and warrants that: (a) the Plan Fiduciary has considered an investment in the Partnership in light of the risks relating thereto; (b) the Plan Fiduciary has determined that the investment in the Partnership is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Partnership does not violate the terms of any legal document constituting the Plan or any trust agreement thereunder; (d) the Plan’s investment in the Partnership has been duly authorized and approved by all necessary parties; (e) none of the General Partner, any of its affiliates or any of their respective agents or employees: (i) has investment discretion with respect to the assets of the Plan used to purchase Units; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Units for a fee and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to the Plan and that such advice will be based on the particular investment needs of the Plan; or (iii) is an employer maintaining or contributing to the Plan; and (f) the Plan Fiduciary: (i) is authorized to make, and is responsible for, the decision of the Plan to invest in the Partnership, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the General Partner and any of its affiliates; and (iii) is qualified to make such investment decision.
Benefit Plan Investors. If the signatory is a fiduciary of a Benefit Plan Investor, the signature will bind it in its corporate and fiduciary capacities.
