Common use of REPRESENTATIONS AND WARRANTIES OF JWH Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF JWH. JWH represents and warrants to the Trust, the Lead Selling Agent, the Managing Owner and the Futures Broker as follows: (a) JWH is a corporation duly organized and validly existing and in good standing under the laws of the State of Florida and in good standing as a foreign corporation in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially affect JWH's ability to perform its obligations under this Agreement and the Trading Advisory Agreement. JWH has full corporate power and authority to perform its obligations under this Agreement, and the Trading Advisory Agreement as described in the Registration Statement and Prospectus. (b) All references to JWH and its principals, and its trading systems, methods and performance in the Registration Statement and the Prospectus are accurate and complete in all material respects. As to JWH, each of the principals of JWH, the JWH trading programs, and JWH's trading systems, strategies and performance, (i) the Registration Statement and Prospectus contain all statements and information required to be included therein under the Commodity Act and the rules and regulations thereunder, (ii) the Registration Statement (with respect to the information relating to JWH furnished to the Managing Owner) as of its effective date did not contain any misleading or untrue statement of a material fact or omit to state a material fact which is required to be stated therein or necessary to make the statements therein not misleading and (iii) the Prospectus (as approved in pertinent part by JWH) at its date of issue did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in light of the circumstances under which such statements were made. Except as otherwise disclosed in the Prospectus or identified in writing to the Managing Owner on or prior to the date hereof, the actual performance of each discretionary account directed by JWH or any principal or affiliate of JWH for the periods covered by the performance summaries set forth in the Prospectus is disclosed in accordance with the requirements of the Commodity Act and the rules and regulations thereunder (or as otherwise permitted by the Staff of the Division of Clearing and Intermediary Oversight of the CFTC). The information, performance summaries and monthly rates of return relating to the performance of JWH comply in all material respects with the disclosure requirements of the rules and regulations of the CFTC under the Commodity Act. The performance records in the Prospectus (as applicable to JWH) have been calculated in the manner set forth in the notes thereto. (c) The Trading Advisory Agreement and this Agreement have each been duly and validly authorized, executed and delivered on behalf of JWH and each constitutes a valid, binding and enforceable agreement of JWH in accordance with its terms. (d) JWH has all federal and state governmental, regulatory and commodity licenses and approvals and has effected all filings and registrations with federal and state governmental and regulatory agencies required to conduct its business and to act as described in the Registration Statement and Prospectus or required to perform its obligations under this Agreement and the Trading Advisory Agreement (including, without limitation, registration of JWH as a commodity trading advisor under the Commodity Act and membership of JWH as a commodity trading advisor in NFA), and the performance of such obligations will not violate or result in a breach of any provision of JWH's Certificate of Incorporation, by-laws or any agreement, instrument, order, law or regulation binding on JWH. The principals of JWH are duly listed as such on JWH's commodity trading advisor Form 7-R registration. (e) Management by JWH of an account for the Trust in accordance with the terms hereof and of the Trading Advisory Agreement, and as described in the Prospectus, did not and will not require any registration under, or violate any of the provisions of, the Investment Advisers Act of 1940, as amended. (f) Neither JWH nor any principal of JWH will use or distribute any preliminary prospectus, Prospectus, amended or supplemented Prospectus Promotional Material or selling literature, nor engage in any selling activities whatsoever in connection with the offering of the Units, except as may be requested by the Managing Owner pursuant to Section 7(c) of this Agreement. (g) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated in or contemplated by the Registration Statement and the Prospectus, there has not been any material adverse change in the condition, financial or otherwise, business or prospects of JWH, whether or not arising in the ordinary course of business. (h) The execution and delivery of this Agreement and the Trading Advisory Agreement, the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated herein and therein and in the Prospectus did not and will not constitute a breach of, or default under, any instrument by which JWH is bound or any order, rule or regulation applicable to JWH of any court or any governmental body or administrative agency having jurisdiction over JWH. (i) Except as disclosed in the Registration Statement and Prospectus, there is not pending, or to the best of JWH's knowledge threatened, any action, suit or proceeding before or by any court or other governmental body to which JWH is a party, or to which any of the assets of JWH is subject, which might reasonably be expected to result in any material adverse change in the condition, financial or otherwise, business or prospects of JWH. JWH has not received any notice of an investigation or warning letter from NFA or the CFTC regarding non­compliance by JWH with the Commodity Act or the regulations thereunder. JWH has not received, and is not entitled to receive, directly or indirectly, any commission, finder's fee, similar fee or rebate from any person in connection with the organization or operation of the Trust.

REPRESENTATIONS AND WARRANTIES OF JWH. JWH represents and warrants to the Trust, the Lead Selling Agent, and the Managing Owner and the Futures Broker as follows: (a) JWH is a corporation duly organized and validly existing and in good standing under the laws of the State of Florida California and in good standing as a foreign corporation in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially affect JWH's ability to perform its obligations under this Agreement and the Trading Advisory Agreement. JWH has full corporate power and authority to perform its obligations under this Agreement, and the Trading Advisory Agreement as described in the Registration Statement and Prospectus. (b) All references to JWH and its principals, and its trading systems, methods and performance in the Registration Statement and the Prospectus are accurate and complete in all material respects. As to JWH, each of the principals of JWH, the JWH trading programs, and JWH's trading systems, strategies and performance, (i) the Registration Statement and Prospectus contain all statements and information required to be included therein under the Commodity Act and the rules and regulations thereunder, (ii) the Registration Statement (with respect to the information relating to JWH furnished to the Managing Owner) as of its effective date did not contain any misleading or untrue statement of a material fact or omit to state a material fact which is required to be stated therein or necessary to make the statements therein not misleading and (iii) the Prospectus (as approved in pertinent part by JWH) at its date of issue and as of the Initial Closing Time, as supplemented, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in light of the circumstances under which such statements were made. Except as otherwise disclosed in the Prospectus or identified in writing to the Managing Owner on or prior to the date hereof, the actual performance of each discretionary account directed by JWH or any principal or affiliate of JWH for the periods covered by the performance summaries Performance Summaries or Tables set forth in the Prospectus is disclosed in accordance with the requirements of the Commodity Act and the rules and regulations thereunder (or as otherwise permitted by the Staff of the Division of Clearing Trading and Intermediary Oversight Markets of the CFTC). The information, performance summaries Performance Summaries and monthly rates Monthly Rates of return Return relating to the performance of JWH comply in all material respects with the disclosure requirements of the rules and regulations of the CFTC under the Commodity Act. The performance records in the Prospectus (as applicable to JWH) have been calculated in the manner set forth in the notes thereto. (c) The Trading Advisory Agreement and this Agreement have each been duly and validly authorized, executed and delivered on behalf of JWH and each constitutes a valid, binding and enforceable agreement of JWH in accordance with its terms. (d) JWH has all federal Federal and state governmental, regulatory and commodity exchange licenses and approvals and has effected all filings and registrations with federal Federal and state governmental and regulatory agencies required to conduct its business and to act as described in the Registration Statement and Prospectus or required to perform its obligations under this Agreement and the Trading Advisory Agreement (including, without limitation, registration of JWH as a commodity trading advisor under the Commodity Act and membership of JWH as a commodity trading advisor in NFA), and the performance of such obligations will not violate or result in a breach of any provision of JWH's Certificate of Incorporation, byBy-laws or any agreement, instrument, order, law or regulation binding on JWH. The principals of JWH are duly listed as such on JWH's commodity trading advisor Form 7-R registration. (e) Management by JWH of an account for the Trust in accordance with the terms hereof and of the Trading Advisory Agreement, and as described in the Prospectus, did not and will not require any registration under, or violate any of the provisions of, the Investment Advisers Act of 1940, as amended. (f) Neither JWH nor any principal of JWH will use or distribute any preliminary prospectus, Prospectus, amended or supplemented Prospectus Promotional Material or selling literature, literature nor engage in any selling activities whatsoever in connection with the offering of the Units, except as may be requested by the Managing Owner pursuant to Section 7(c6(c) of this Agreement. (g) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated in or contemplated by the Registration Statement and the Prospectus, there has not been any material adverse change in the condition, financial or otherwise, business or prospects of JWH, whether or not arising in the ordinary course of business. (h) The execution and delivery of this Agreement and the Trading Advisory Agreement, the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated herein and therein and in the Prospectus did not and will not constitute a breach of, or default under, any instrument by which JWH is bound or any order, rule or regulation applicable to JWH of any court or any governmental body or administrative agency having jurisdiction over JWH. (i) Except as disclosed in the Registration Statement and Prospectus, there is not pending, or to the best of JWH's knowledge threatened, any action, suit or proceeding before or by any court or other governmental body to which JWH is a party, or to which any of the assets of JWH is subject, which might reasonably be expected to result in any material adverse change in the condition, financial or otherwise, business or prospects of JWH. JWH has not received any notice of an investigation or warning letter from NFA or the CFTC regarding non­compliance non-compliance by JWH with the Commodity Act or the regulations thereunder. . (j) JWH has not received, and is not entitled to receive, directly or indirectly, any commission, finder's fee, similar fee or rebate from any person in connection with the organization or operation of the Trust.

REPRESENTATIONS AND WARRANTIES OF JWH. JWH represents and warrants to the Trust, the Lead Selling Agent, and the Managing Owner and the Futures Broker as follows: (a) JWH is a corporation duly organized and validly existing and in good standing under the laws of the State of Florida California and in good standing as a foreign corporation in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially affect JWH's ability to perform its obligations under this Agreement and the Trading Advisory Agreement. JWH has full corporate power and authority to perform its obligations under this Agreement, and the Trading Advisory Agreement as described in the Registration Statement and Prospectus. (b) All references to JWH and its principals, and its trading systems, methods and performance in the Registration Statement and the Prospectus are accurate and complete in all material respects. As to JWH, each of the principals of JWH, the JWH trading programs, and JWH's trading systems, strategies and performance, (i) the Registration Statement and Prospectus contain all statements and information required to be included therein under the Commodity Act and the rules and regulations thereunder, (ii) the Registration Statement (with respect to the information relating to JWH furnished to the Managing Owner) as of its effective date did not contain any misleading or untrue statement of a material fact or omit to state a material fact which is required to be stated therein or necessary to make the statements therein not misleading and (iii) the Prospectus (as approved in pertinent part by JWH) at its date of issue and as of the Initial Closing Time, as supplemented, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in light of the circumstances under which such statements were made. Except as otherwise disclosed in the Prospectus or identified in writing to the Managing Owner on or prior to the date hereof, the actual performance of each discretionary account directed by JWH or any principal or affiliate of JWH for the periods covered by the performance summaries Performance Summaries or Tables set forth in the Prospectus is disclosed in accordance with the requirements of the Commodity Act and the rules and regulations thereunder (or as otherwise permitted by the Staff of the Division of Clearing Trading and Intermediary Oversight Markets of the CFTC). The information, performance summaries Performance Summaries and monthly rates Monthly Rates of return Return relating to the performance of JWH comply in all material respects with the disclosure requirements of the rules and regulations of the CFTC under the Commodity Act. The performance records in the Prospectus (as applicable to JWH) have been calculated in the manner set forth in the notes thereto. (c) The Trading Advisory Agreement and this Agreement have each been duly and validly authorized, executed and delivered on behalf of JWH and each constitutes a valid, binding and enforceable agreement of JWH in accordance with its terms. (d) JWH has all federal Federal and state governmental, regulatory and commodity exchange licenses and approvals and has effected all filings and registrations with federal Federal and state governmental and regulatory agencies required to conduct its business and to act as described in the Registration Statement and Prospectus or required to perform its obligations under this Agreement and the Trading Advisory Agreement (including, without limitation, registration of JWH as a commodity trading advisor under the Commodity Act and membership of JWH as a commodity trading advisor in NFA), and the performance of such obligations will not violate or result in a breach of any provision of JWH's Certificate of Incorporation, byBy-laws or any agreement, instrument, order, law or regulation binding on JWH. The principals of JWH are duly listed as such on JWH's commodity trading advisor Form 7-R registration. (e) Management by JWH of an account for the Trust in accordance with the terms hereof and of the Trading Advisory Agreement, and as described in the Prospectus, did not and will not require any registration under, or violate any of the provisions of, the Investment Advisers Act of 1940, as amended. (f) Neither JWH nor any principal of JWH will use or distribute any preliminary prospectus, Prospectus, amended or supplemented Prospectus Promotional Material or selling literature, literature nor engage in any selling activities whatsoever in connection with the offering of the Units, except as may be requested by the Managing Owner pursuant to Section 7(c6(c) of this Agreement. (g) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated in or contemplated by the Registration Statement and the Prospectus, there has not been any material adverse change in the condition, financial or otherwise, business or prospects of JWH, whether or not arising in the ordinary course of business. (h) The execution and delivery of this Agreement and the Trading Advisory Agreement, the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated herein and therein and in the Prospectus did not and will not constitute a breach of, or default under, any instrument by which JWH is bound or any order, rule or regulation applicable to JWH of any court or any governmental body or administrative agency having jurisdiction over JWH. (i) Except as disclosed in the Registration Statement and Prospectus, there is not pending, or to the best of JWH's knowledge threatened, any action, suit or proceeding before or by any court or other governmental body to which JWH is a party, or to which any of the assets of JWH is subject, which might reasonably be expected to result in any material adverse change in the condition, financial or otherwise, business or prospects of JWH. JWH has not received any notice of an investigation or warning letter from NFA or the CFTC regarding non­compliance non-compliance by JWH with the Commodity Act or the regulations thereunder. . (j) JWH has not received, and is not entitled to receive, directly or indirectly, any commission, finder's fee, similar fee or rebate from any person in connection with the organization or operation of the Trust.

REPRESENTATIONS AND WARRANTIES OF JWH. JWH represents and warrants to the Trust, the Lead Selling Agent, the Managing Owner and the Futures Broker as follows: (a) JWH is a corporation duly organized and validly existing and in good standing under the laws of the State of Florida and in good standing as a foreign corporation in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially affect JWH's ability to perform its obligations under this Agreement and the Trading Advisory Agreement. JWH has full corporate power and authority to perform its obligations under this Agreement, and the Trading Advisory Agreement as described in the Registration Statement and Prospectus. (b) All references to JWH and its principals, and its trading systems, methods and performance in the Registration Statement and the Prospectus are accurate and complete in all material respects. As to JWH, each of the principals of JWH, the JWH trading programs, and JWH's trading systems, strategies and performance, (i) the Registration Statement and Prospectus contain all statements and information required to be included therein under the Commodity Act and the rules and regulations thereunder, (ii) the Registration Statement (with respect to the information relating to JWH furnished to the Managing Owner) as of its effective date did not contain any misleading or untrue statement of a material fact or omit to state a material fact which is required to be stated therein or necessary to make the statements therein not misleading and (iii) the Prospectus (as approved in pertinent part by JWH) at its date of issue did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in light of the circumstances under which such statements were made. Except as otherwise disclosed in the Prospectus or identified in writing to the Managing Owner on or prior to the date hereof, the actual performance of each discretionary account directed by JWH or any principal or affiliate of JWH for the periods covered by the performance summaries set forth in the Prospectus is disclosed in accordance with the requirements of the Commodity Act and the rules and regulations thereunder (or as otherwise permitted by the Staff of the Division of Clearing Trading and Intermediary Oversight Markets of the CFTC). The information, performance summaries and monthly rates of return relating to the performance of JWH comply in all material respects with the disclosure requirements of the rules and regulations of the CFTC under the Commodity Act. The performance records in the Prospectus (as applicable to JWH) have been calculated in the manner set forth in the notes thereto. (c) The Trading Advisory Agreement and this Agreement have each been duly and validly authorized, executed and delivered on behalf of JWH and each constitutes a valid, binding and enforceable agreement of JWH in accordance with its terms. (d) JWH has all federal Federal and state governmental, regulatory and commodity licenses and approvals and has effected all filings and registrations with federal Federal and state governmental and regulatory agencies required to conduct its business and to act as described in the Registration Statement and Prospectus or required to perform its obligations under this Agreement and the Trading Advisory Agreement (including, without limitation, registration of JWH as a commodity trading advisor under the Commodity Act and membership of JWH as a commodity trading advisor in NFA), and the performance of such obligations will not violate or result in a breach of any provision of JWH's Certificate of Incorporation, by-laws or any agreement, instrument, order, law or regulation binding on JWH. The principals of JWH are duly listed as such on JWH's commodity trading advisor Form 7-R registration. (e) Management by JWH of an account for the Trust in accordance with the terms hereof and of the Trading Advisory Agreement, and as described in the -9- Prospectus, did not and will not require any registration under, or violate any of the provisions of, the Investment Advisers Act of 1940, as amended. (f) Neither JWH nor any principal of JWH will use or distribute any preliminary prospectus, Prospectus, amended or supplemented Prospectus Promotional Material or selling literature, literature nor engage in any selling activities whatsoever in connection with the offering of the Units, except as may be requested by the Managing Owner pursuant to Section 7(c) of this Agreement. (g) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated in or contemplated by the Registration Statement and the Prospectus, there has not been any material adverse change in the condition, financial or otherwise, business or prospects of JWH, whether or not arising in the ordinary course of business. (h) The execution and delivery of this Agreement and the Trading Advisory Agreement, the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated herein and therein and in the Prospectus did not and will not constitute a breach of, or default under, any instrument by which JWH is bound or any order, rule or regulation applicable to JWH of any court or any governmental body or administrative agency having jurisdiction over JWH. (i) Except as disclosed in the Registration Statement and Prospectus, there is not pending, or to the best of JWH's knowledge threatened, any action, suit or proceeding before or by any court or other governmental body to which JWH is a party, or to which any of the assets of JWH is subject, which might reasonably be expected to result in any material adverse change in the condition, financial or otherwise, business or prospects of JWH. JWH has not received any notice of an investigation or warning letter from NFA or the CFTC regarding non­compliance non-compliance by JWH with the Commodity Act or the regulations thereunder. . (j) JWH has not received, and is not entitled to receive, directly or indirectly, any commission, finder's fee, similar fee or rebate from any person in connection with the organization or operation of the Trust.

REPRESENTATIONS AND WARRANTIES OF JWH. JWH represents and warrants to the Trust, the Lead Selling Agent, the Managing Owner and the Futures Broker as follows: (a) JWH is a corporation duly organized and validly existing and in good standing under the laws of the State of Florida and in good standing as a foreign corporation in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially affect JWH's ’s ability to perform its obligations under this Agreement and the Trading Advisory Agreement. JWH has full corporate power and authority to perform its obligations under this Agreement, and the Trading Advisory Agreement as described in the Registration Statement and Prospectus. (b) All references to JWH and its principals, and its trading systems, methods and performance in the Registration Statement and the Prospectus are accurate and complete in all material respects. As to JWH, each of the principals of JWH, the JWH trading programs, and JWH's ’s trading systems, strategies and performance, (i) the Registration Statement and Prospectus contain all statements and information required to be included therein under the Commodity Act and the rules and regulations thereunder, (ii) the Registration Statement (with respect to the information relating to JWH furnished to the Managing Owner) as of its effective date did not contain any misleading or untrue statement of a material fact or omit to state a material fact which is required to be stated therein or necessary to make the statements therein not misleading and (iii) the Prospectus (as approved in pertinent part by JWH) at its date of issue did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in light of the circumstances under which such statements were made. Except as otherwise disclosed in the Prospectus or identified in writing to the Managing Owner on or prior to the date hereof, the actual performance of each discretionary account directed by JWH or any principal or affiliate of JWH for the periods covered by the performance summaries set forth in the Prospectus is disclosed in accordance with the requirements of the Commodity Act and the rules and regulations thereunder (or as otherwise permitted by the Staff of the Division of Clearing and Intermediary Oversight of the CFTC). The information, performance summaries and monthly rates of return relating to the performance of JWH comply in all material respects with the disclosure requirements of the rules and regulations of the CFTC under the Commodity Act. The performance records in the Prospectus (as applicable to JWH) have been calculated in the manner set forth in the notes thereto. (c) The Trading Advisory Agreement and this Agreement have each been duly and validly authorized, executed and delivered on behalf of JWH and each constitutes a valid, binding and enforceable agreement of JWH in accordance with its terms. (d) JWH has all federal and state governmental, regulatory and commodity licenses and approvals and has effected all filings and registrations with federal and state governmental and regulatory agencies required to conduct its business and to act as described in the Registration Statement and Prospectus or required to perform its obligations under this Agreement and the Trading Advisory Agreement (including, without limitation, registration of JWH as a commodity trading advisor under the Commodity Act and membership of JWH as a commodity trading advisor in NFA), and the performance of such obligations will not violate or result in a breach of any provision of JWH's ’s Certificate of Incorporation, by-laws or any agreement, instrument, order, law or regulation binding on JWH. The principals of JWH are duly listed as such on JWH's ’s commodity trading advisor Form 7-R registration. (e) Management by JWH of an account for the Trust in accordance with the terms hereof and of the Trading Advisory Agreement, and as described in the Prospectus, did not and will not require any registration under, or violate any of the provisions of, the Investment Advisers Act of 1940, as amended. (f) Neither JWH nor any principal of JWH will use or distribute any preliminary prospectus, Prospectus, amended or supplemented Prospectus Promotional Material or selling literature, nor engage in any selling activities whatsoever in connection with the offering of the Units, except as may be requested by the Managing Owner pursuant to Section 7(c) of this Agreement. (g) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated in or contemplated by the Registration Statement and the Prospectus, there has not been any material adverse change in the condition, financial or otherwise, business or prospects of JWH, whether or not arising in the ordinary course of business. (h) The execution and delivery of this Agreement and the Trading Advisory Agreement, the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated herein and therein and in the Prospectus did not and will not constitute a breach of, or default under, any instrument by which JWH is bound or any order, rule or regulation applicable to JWH of any court or any governmental body or administrative agency having jurisdiction over JWH. (i) Except as disclosed in the Registration Statement and Prospectus, there is not pending, or to the best of JWH's ’s knowledge threatened, any action, suit or proceeding before or by any court or other governmental body to which JWH is a party, or to which any of the assets of JWH is subject, which might reasonably be expected to result in any material adverse change in the condition, financial or otherwise, business or prospects of JWH. JWH has not received any notice of an investigation or warning letter from NFA or the CFTC regarding non­compliance non-compliance by JWH with the Commodity Act or the regulations thereunder. . (j) JWH has not received, and is not entitled to receive, directly or indirectly, any commission, finder's ’s fee, similar fee or rebate from any person in connection with the organization or operation of the Trust.