THIS AGREEMENT. THE TRADING ADVISOR HAS FULL CORPORATE,
PARTNERSHIP OR LIMITED LIABILITY COMPANY (AS THE CASE MAY BE) POWER AND
AUTHORITY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
(II)
THIS AGREEMENT HAS BEEN DULY AND VALIDLY AUTHORIZED, EXECUTED
AND DELIVERED ON BEHALF OF THE TRADING ADVISOR AND CONSTITUTES A VALID, BINDING
AND ENFORCEABLE AGREEMENT OF THE TRADING ADVISOR IN ACCORDANCE WITH ITS TERMS,
SUBJECT TO INSOLVENCY LAWS.
(III)
ASSUMING THE ACCURACY OF THE COMPANY'S AND MANAGER'S
REPRESENTATION IN SUBSECTION 11(C)(VII) BELOW, THE TRADING ADVISOR HAS ALL
GOVERNMENTAL, REGULATORY AND COMMODITY EXCHANGE LICENSES AND APPROVALS AND HAS
EFFECTED ALL FILINGS AND REGISTRATIONS WITH GOVERNMENTAL AND REGULATORY AGENCIES
REQUIRED TO CONDUCT ITS BUSINESS AND TO ACT AS DESCRIBED HEREIN OR REQUIRED TO
PERFORM ITS OBLIGATIONS HEREUNDER (INCLUDING WITHOUT LIMITATION, AND IF
APPLICABLE, REGISTRATION OF THE TRADING ADVISOR AS A COMMODITY TRADING 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
INCORPORATION, BY-LAWS 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)
TO THE BEST OF ITS KNOWLEDGE, THE TRADING ADVISOR'S
IMPLEMENTATION OF ITS TRADING PROGRAM ON BEHALF OF THE COMPANY DOES NOT INFRINGE
ANY OTHER PERSON'S COPYRIGHTS, TRADEMARK OR OTHER INTELLECTUAL 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
9
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