Common use of Acceptance of Purchase Clause in Contracts

Acceptance of Purchase. The Subscriber acknowledges that the Manager must receive this duly completed Subscription Agreement, together with payment for the Units and any other required documents on or before 4:00 p.m. (Toronto time) on the last Business Day immediately preceding the applicable Valuation Date (the "Subscription Deadline"), prior to the proposed issue date of the Units subscribed for. If a completed Subscription Agreement together with payments for the Units is received on or before the Subscription Deadline, the Subscriber will be admitted at the applicable Class Net Asset Value per Unit (as defined in the Principal Documents). If a completed Subscription Agreement or payment for the Units is received after the Subscription Deadline, the Subscriber will then be admitted at the applicable Class Net Asset Value per Unit as at the immediately following Valuation Date. The Manager, in its discretion, may accept subscriptions after the Subscription Deadline to admit subscribers at the Class Net Asset Value per Unit for the current month-end. All subscriptions for Units will be made through the purchase of interim subscription receipts at a fixed net asset value of $100 per subscription receipt. Following the calculation of the Class Net Asset Value per Unit, the interim subscription receipts will be automatically converted, without any further action on the part of the Subscriber, into the appropriate number of Units of the applicable Class as per this Subscription Agreement. The number of Units received upon the conversion of the interim subscription receipts will be the net subscription proceeds divided by the applicable Class Net Asset Value per Unit. Consequently, the initial purchase confirmation will confirm the purchase of the interim subscription receipts while a subsequent confirmation will confirm the final number of Units purchased by the Subscriber. The number of interim subscription receipts will be different from the final number of Units so purchased. The interim subscription receipts are not redeemable, do not carry any voting rights and do not earn or pay interest or any other return. The Subscriber acknowledges that participation in the Fund is subject to acceptance of this Subscription Agreement by the Manager, to valid payment of the subscription price and to certain other considerations as set forth in the confidential offering memorandum of the Fund dated February 19, 2014 (as amended, restated or supplemented from time to time, relating to the offering of the Units, the "Confidential Offering Memorandum") and in the Declaration of Trust of the Fund amended and restated June 28, 2013 (the "Declaration of Trust") (the Confidential Offering Memorandum, the Declaration of Trust and this Subscription Agreement, collectively, the "Principal Documents"). The acceptance of the subscription of the Subscriber by the Manager is conditional, among other things, upon the execution and delivery of this Subscription Agreement. If this subscription for Units is not accepted, this Subscription Agreement and any payment representing subscription monies shall be returned promptly to the Subscriber without interest or deduction at the address indicated by the Subscriber on the face page of this Subscription Agreement. If, before acceptance of a subscription, any change is made to any of the agreements referred to under the heading "Material Contracts" in the Confidential Offering Memorandum, or any change occurs with respect to any information contained in the Confidential Offering Memorandum, and, in either case, such change would reasonably be expected to materially and adversely affect a Subscriber's decision to invest in Units, the Manager will notify the Subscriber of such change prior to the closing of the subscription for Units. A Subscriber, in such event, will be entitled to withdraw its subscription by written notice to the Manager no later than midnight (Toronto time) on the second Business Day after receipt by the Subscriber of notice of the change.