Investor Agreement

1. Parties

This Investor Acknowledgment, Disclosure & Limited Liability Company Investment Agreement (the “Agreement”) is entered into as of the date of your electronic acceptance (the “Effective Date”), by and between RepInvest, LLC, a limited liability company (the “Company” or the “LLC”), and you, the “Investor,” identified by the account and profile information associated with your RepInvest account.

2. Purpose of the LLC

2.1 Investment Purpose

The sole purpose of the Company is to pool capital contributions from a limited number of members and to invest such funds through one or more custodial, brokerage, or advisory accounts held at Morgan Stanley or its affiliates (the “Custodian”) in securities, funds, and other investments that are offered, managed, or approved by Morgan Stanley (the “Investments”).

2.2 No Operating Business

The Company does not conduct an operating business, does not sell products or services, and exists exclusively as a passive investment vehicle.

3. Role of the Managing Member

3.1 Managing Member

The Company shall be managed by Rishe Paridas and Brendan Egan (the “Managing Members”). The Managing Members shall individually or through their own assets or companies bear no additional guarantees, warranties, liability or responsibility to the investors or other members of the LLC.

3.2 No Fiduciary or Advisory Capacity

Investor expressly acknowledges and agrees that:

• The Managing Member is not a registered investment adviser, broker-dealer, financial planner, or fiduciary.
• The Managing Member does not provide investment advice, tax advice, or legal advice.
• All investment selection, management, and execution is performed by Morgan Stanley or third-party managers selected by Morgan Stanley.

3.3 Administrative Authority Only

The Managing Member's role is strictly administrative and includes:

• Collecting capital contributions
• Coordinating account setup with Morgan Stanley
• Executing subscription and authorization documents
• Communicating account statements and reports
• Managing capital calls and distributions

4. Investor Representations & Acknowledgments

Investor represents, warrants, and acknowledges as follows:

4.1 Accredited / Sophisticated Investor Status

Investor confirms that they are either:

• An “Accredited Investor” as defined under Regulation D of the Securities Act of 1933; or
• A financially sophisticated investor capable of evaluating the merits and risks of this investment.

4.2 Independent Decision-Making

Investor has made the decision to invest independently, without reliance on the Managing Member, and based on:

• Their own review of this Agreement
• Consultation with their own legal, tax, and financial advisers

4.3 Risk Tolerance

Investor understands that:

• Investments may lose value, including loss of all capital contributed
• Past performance is not indicative of future results
• Market volatility, interest rates, economic conditions, and manager decisions may materially affect outcomes

5. Capital Contributions

5.1 Initial Contribution

Investor agrees to contribute capital into the LLC for investment purposes an initial capital contribution (the “Capital Contribution”). Each time capital is contributed, a Managing Member shall provide the Investor with a document outlining the amount of the investment.

5.2 Additional Contributions

Additional capital contributions may be requested at the discretion of the Managing Member but are not mandatory unless otherwise agreed in writing.

5.3 Withdrawal Rights

Depending on the investment selected by Morgan Stanley, the Investor shall have different withdrawal rights. The individual Investor shall be responsible for any early withdrawal penalties or fees associated with withdrawing from the Investments. Typically, withdrawals are available on a quarterly basis; however, please check with the Managing Members for more information as this will vary based on the investments selected by Morgan Stanley.

6. Investment Discretion & Custody

6.1 Morgan Stanley Authority

Investor acknowledges that:

• Morgan Stanley will act as custodian, broker, and/or investment manager
• All investment decisions are made by Morgan Stanley or its designated managers

6.2 No Control by Investor

Investor shall have no right to direct, veto, or influence specific investment decisions.

6.3 Account Statements

Investor will receive periodic statements directly from Morgan Stanley or via the Managing Member. These will be provided via the RepInvest website portal.

7. Fees & Expenses

7.1 Morgan Stanley Fees

Investor agrees to bear their pro rata share of:

• Advisory fees
• Management fees
• Fund expenses
• Custodial and transaction fees

Advisory fees for nearly all funds which RepInvest will invest in will be a total of 1% or less of the amount invested per annum.

7.2 LLC Administrative Expenses

The Company may deduct reasonable administrative expenses, including:

• Accounting and tax preparation
• Legal and compliance costs
• Banking and operational costs
• Management fees for the running and day-to-day operation of the LLC

7.3 No Performance Fees

The Managing Member does not receive performance-based compensation unless separately disclosed in writing.

7.4 Maximum Annual Fees

The variable LLC fees combined with the advisory fees from Morgan Stanley shall not exceed 2% of the total amount invested per annum.

8. Tax Matters

8.1 Pass-Through Taxation

The Company is intended to be treated as a partnership for U.S. federal income tax purposes.

8.2 Tax Responsibility

Investor is solely responsible for all taxes arising from their investment.

8.3 No Tax Advice

The Managing Member does not provide tax advice.

9. Transfer Restrictions

9.1 No Assignment

Investor may not transfer or assign their interest without written consent of the Managing Member.

9.2 Securities Law Compliance

Any transfer must comply with applicable securities laws.

10. Confidentiality

Investor agrees to keep confidential all non-public information regarding the Company, its members, and its investments.

11. Indemnification & Limitation of Liability

11.1 Indemnification

Investor agrees to indemnify and hold harmless the Company and Managing Member from claims arising from:

• Investor's breach of this Agreement
• Misrepresentations by Investor

11.2 Limitation of Liability

The Managing Member shall not be liable for investment losses. Morgan Stanley shall not be liable for investment losses. Investments carry significant risk.

12. Conflicts of Interest

Investor acknowledges potential conflicts, including:

• The Managing Member may have other business interests
• Morgan Stanley may receive compensation from investments
• Managing Members may have other accounts with Morgan Stanley or similar investments

Investor consents to such conflicts.

13. Term & Dissolution

13.1 Term

The Company shall continue until dissolved by the Managing Member or as required by law.

13.2 Liquidation

Upon dissolution, assets will be liquidated and distributed pro rata after expenses.

14. Governing Law

This Agreement shall be governed by the laws of the State of Illinois.

15. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions.

16. Electronic Acceptance

By checking the acceptance box during account setup, you (the Investor) electronically sign and agree to be bound by this Agreement in its entirety, as permitted under the federal ESIGN Act and applicable state law. Your acceptance is recorded with the date, time, and account identity associated with your RepInvest account, and this record serves as your signature. RepInvest retains this record and may produce it to the Managing Members or regulatory authorities upon request.