POWER AND
AUTHORITY UNDER APPLICABLE LAW TO PERFORM ITS OBLIGATIONS HEREUNDER.
(III)
THIS AGREEMENT HAS BEEN DULY AND VALIDLY AUTHORIZED, EXECUTED
AND DELIVERED BY THE COMPANY AND CONSTITUTES A LEGAL, VALID AND BINDING
AGREEMENT OF THE COMPANY ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
(IV)
THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE INCURRENCE OF
THE OBLIGATIONS SET FORTH HEREIN AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREIN WILL NOT CONSTITUTE A BREACH OF, OR DEFAULT UNDER, ANY
INSTRUMENT BY WHICH THE COMPANY IS BOUND OR ANY ORDER, RULE OR REGULATION
APPLICABLE TO THE COMPANY OF ANY COURT OR ANY GOVERNMENTAL BODY OR
ADMINISTRATIVE AGENCY HAVING JURISDICTION OVER THE COMPANY.
(V)
THERE IS NOT PENDING, OR, TO THE BEST OF THE COMPANY'S
KNOWLEDGE, THREATENED, ANY ACTION, SUIT OR PROCEEDING BEFORE OR BY ANY COURT OR
OTHER GOVERNMENTAL BODY TO WHICH THE COMPANY IS A PARTY, OR TO WHICH ANY OF THE
ASSETS OF THE COMPANY IS SUBJECT, WHICH MIGHT REASONABLY BE EXPECTED TO RESULT
IN ANY MATERIAL ADVERSE CHANGE IN THE CONDITION (FINANCIAL OR OTHERWISE),
BUSINESS OR PROSPECTS OF THE COMPANY OR WHICH IS REQUIRED TO BE DISCLOSED
PURSUANT TO APPLICABLE CFTC REGULATIONS.
(VI)
THE COMPANY HAS ALL GOVERNMENTAL, REGULATORY AND COMMODITY
EXCHANGE APPROVALS AND LICENSES, AND HAS EFFECTED ALL FILINGS AND REGISTRATIONS
WITH GOVERNMENTAL AGENCIES REQUIRED TO CONDUCT ITS BUSINESS AND TO ACT AS
DESCRIBED HEREIN OR REQUIRED TO PERFORM ITS OBLIGATIONS HEREUNDER AND THE
PERFORMANCE OF SUCH OBLIGATIONS WILL NOT CONTRAVENE OR RESULT IN A BREACH OF ANY
PROVISION OF ITS CERTIFICATE OF FORMATION, LIMITED LIABILITY COMPANY AGREEMENT
OR ANY OTHER AGREEMENT, ORDER, LAW OR REGULATION BINDING UPON IT.
(VII)
THE COMPANY IS, AND SHALL AT ALL TIMES DURING THE TERM OF THIS
AGREEMENT BE, A QUALIFIED ELIGIBLE PERSON ("QEP") AS DEFINED IN CFTC RULE 4.7
BECAUSE IT MEETS ONE OR MORE OF THE QEP CRITERIA.
(VIII)
THE COMPANY IS NOT SUBJECT TO (X) TITLE 1 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), INCLUDING BY REASON
OF SECTION 3(42) OF ERISA AND ANY REGULATIONS PROMULGATED THEREUNDER OR (Y) ANY
SIMILAR PROVISIONS THAT MAY BE SET FORTH UNDER APPLICABLE STATE LAW.
(D)
THE FOREGOING REPRESENTATIONS AND WARRANTIES SHALL BE CONTINUING
DURING THE ENTIRE TERM OF THIS AGREEMENT AND, IF AT ANY TIME, ANY EVENT SHALL
OCCUR WHICH WOULD MAKE
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ANY OF THE FOREGOING REPRESENTATIONS AND WARRANTIES OF ANY PARTY NO LONGER TRUE
AND ACCURATE, SUCH PARTY SHALL PROMPTLY NOTIFY THE OTHER PARTIES.
12.
ACCOUNTING FROM THE COMPANY OR THE MANAGER.
THE COMPANY OR THE
MANAGER SHALL PROVIDE THE TRADING ADVISOR WITH A BALANCE SHEET, INCOME STATEMENT
AND DETAILS OF ACCRUED INCENTIVE FEE CALCULATIONS RELATED TO THE COMPANY ON A
MONTHLY BASIS BY THE 10TH BUSINESS DAY OF EACH MONTH.
13.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES HERETO WITH RESPECT TO THE MATTERS REFERRED TO HEREIN, AND
NO OTHER AGREEMENT, VERBAL OR OTHERWISE, SHALL BE