ADVISOR UNDER THE CEA, AND
MEMBERSHIP OF THE TRADING ADVISOR AS A COMMODITY TRADING ADVISOR IN NFA), AND
THE PERFORMANCE OF SUCH OBLIGATION WILL NOT VIOLATE OR RESULT IN A BREACH OF ANY
PROVISION OF THE TRADING ADVISOR'S CERTIFICATE OF FORMATION, LIMITED LIABILITY
COMPANY AGREEMENT, OR ANY AGREEMENT, INSTRUMENT, ORDER, LAW OR REGULATION
BINDING ON THE TRADING ADVISOR.
THE PRINCIPALS OF THE TRADING ADVISOR ARE DULY
LISTED AS SUCH ON ITS COMMODITY TRADING ADVISOR FORM 7-R REGISTRATION.
(IV)
ASSUMING THE ACCURACY OF THE MANAGER'S
REPRESENTATION IN SUBSECTION 11(B)(VII) BELOW, MANAGEMENT BY THE TRADING ADVISOR
OF AN ACCOUNT FOR THE COMPANY IN ACCORDANCE WITH THE TERMS HEREOF WILL NOT
REQUIRE ANY REGISTRATION UNDER, OR VIOLATE ANY OF THE PROVISIONS OF, THE
INVESTMENT ADVISERS ACT OF 1940 (ASSUMING THAT THE COMPANY IS NOT AN "INVESTMENT
COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED
(THE "COMPANY ACT")).
(V)
THE TRADING ADVISOR'S IMPLEMENTATION
OF ITS TRADING PROGRAM ON BEHALF OF THE COMPANY WILL NOT INFRINGE ANY OTHER
PERSON'S COPYRIGHTS, TRADEMARK OR OTHER PROPERTY RIGHTS.
(VI)
THE EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE INCURRENCE OF THE OBLIGATIONS HEREIN SET FORTH AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN WILL NOT CONSTITUTE A
BREACH OF, OR DEFAULT UNDER, ANY INSTRUMENT BY WHICH THE TRADING ADVISOR IS
BOUND OR ANY ORDER, RULE OR REGULATION APPLICATION TO THE TRADING ADVISOR OF ANY
COURT OR ANY GOVERNMENTAL BODY OR ADMINISTRATIVE AGENCY HAVING JURISDICTION OVER
THE TRADING ADVISOR.
(VII)
OTHER THAN AS MAY HAVE BEEN DISCLOSED IN
WRITING TO THE MANAGER BY THE TRADING ADVISOR, THERE IS NOT PENDING, OR TO THE
BEST OF THE TRADING ADVISOR'S KNOWLEDGE THREATENED, ANY ACTION, SUIT OR
PROCEEDING BEFORE OR BY ANY COURT OR OTHER GOVERNMENTAL BODY TO WHICH THE
TRADING ADVISOR IS A PARTY, OR TO WHICH ANY OF THE ASSETS OF THE TRADING ADVISOR
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
TRADING ADVISOR.
THE TRADING ADVISOR HAS NOT RECEIVED ANY NOTICE OF AN
INVESTIGATION OR WARNING LETTER FROM NFA OR CFTC REGARDING NON-COMPLIANCE BY THE
TRADING ADVISOR WITH THE CEA OR THE REGULATIONS THEREUNDER.
9
(B)
THE MANAGER HEREBY REPRESENTS AND WARRANTS
TO THE OTHER PARTIES AS FOLLOWS:
(I)
THE MANAGER IS DULY ORGANIZED
AND VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS JURISDICTION OF
FORMATION AND IN GOOD STANDING UNDER THE LAWS OF EACH OTHER JURISDICTION IN
WHICH THE NATURE OR CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION AND THE
FAILURE TO SO QUALIFY WOULD MATERIALLY ADVERSELY AFFECT THE MANAGER'S ABILITY TO
PERFORM ITS OBLIGATIONS HEREUNDER.
(II)
THE MANAGER HAS THE 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 MANAGER AND CONSTITUTES A
LEGAL, VALID AND BINDING AGREEMENT OF THE MANAGER ENFORCEABLE IN ACCORDANCE WITH
ITS TERMS.
(IV)
THE EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE