Common use of Representations and Warranties of Manager Clause in Contracts

Representations and Warranties of Manager. Manager hereby represents and warrants to Collateral Subadvisor that: a) Manager is duly formed and validly existing as a Delaware limited liability company, with full power to carry out its obligations under this Agreement and the Trust Agreement. b) This Agreement has been duly and validly authorized, executed and delivered by, and is a valid and binding contract of, Manager, enforceable in accordance with its terms. c) Manager has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory agency or self-regulatory organization, necessary to be met in order to perform services for the Fund pursuant to this Agreement. d) Manager is a commodity pool operator and commodity trading advisor duly registered with the United States Commodity Futures Trading Commission (“CFTC”) and is a member in good standing of the National Futures Association (“NFA”). Manager shall maintain such registrations and membership in good standing during the term of this Agreement. Further, Manager agrees to notify Collateral Subadvisor promptly upon (i) a statutory disqualification of Manager under Sections 8a(2) or 8a(3) of the Commodity Exchange Act of 1936, as amended (“CEA”), (ii) a suspension, revocation or limitation of Manager’s commodity trading advisor or commodity pool operator registration or NFA membership, or (iii) the institution of an action or proceeding that could lead to a statutory disqualification under the CEA or an investigation by any governmental agency or self-regulatory organization of which Manager is subject or has been advised it is a target. e) The Materials do not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, or omit to state any material information required to be disclosed therein under the CEA, the Securities Act of 1933, as amended, and the rules promulgated thereunder; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished to Manager by or on behalf of Collateral Subadvisor, as to it, including, without limitation, all references to Collateral Subadvisor and its affiliates, controlling persons, shareholders, partners, directors, officers and employees, as well as to Collateral Subadvisor’s investment approach and past performance history, which has been or may be provided by Collateral Subadvisor for inclusion in the Materials. f) Shares of the Fund will be offered and sold in compliance with the requirements set forth in the Registration Statement, the Prospectus, the Trust Agreement and the letter issued by the Division of Clearing and Intermediary Oversight of the CFTC dated March 29, 2010 (the “Staff Letter”). In connection with the offer and sale of the Shares, Manager will, and Manager will use its reasonable efforts to ensure that any third party selling agents will, comply fully at all times with all federal, state and foreign securities laws, the CEA, the Staff Letter, and all rules and regulations applicable to the offer and sale of the Shares to the public. g) Manager has received, on behalf of the Fund, Collateral Subadvisor’s Form ADV, Part II (“Form ADV”) at least 48 hours prior to entering into this Agreement and is familiar with the matters set forth therein. h) The representations and warranties made in this Agreement by Manager shall be continuing during the term of this Agreement, and if at any time any event has occurred which would make or tend to make any of the foregoing not true, Manager will promptly notify Collateral Subadvisor.

Representations and Warranties of Manager. The Manager hereby represents and warrants to Collateral Subadvisor thatthe Sub-Adviser as follows: (a) The Manager is duly formed and validly existing registered as an investment adviser under the Advisers Act; (b) The Manager is registered as a Delaware limited liability companyCommodity Trading Advisor under the Commodity Exchange Act, as amended (the “CEA”), with full power to carry out its obligations under this Agreement and the Trust Agreement. b) This Agreement has been duly and validly authorized, executed and delivered by, and is a valid and binding contract of, Manager, enforceable in accordance with its terms. c) Manager has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory agency or self-regulatory organization, necessary to be met in order to perform services for the Fund pursuant to this Agreement. d) Manager is a commodity pool operator and commodity trading advisor duly registered with the United States Commodity Futures Trading Commission (the “CFTC”), or is not required to file such registration;; (c) and The Manager is a member company duly organized and validly existing under the laws of Singapore with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (d) The execution, delivery and performance by the Manager of this Agreement are within the Manager’s powers and have been duly authorized by all necessary action on the part of its directors or shareholders, and no action by, or in good standing respect of, or filing with, any governmental body, agency or official is required on the part of the National Futures Association (“NFA”). Manager shall maintain such registrations for the execution, delivery and membership in good standing during performance by the term Manager of this Agreement. Further, and the execution, delivery and performance by the Manager agrees to notify Collateral Subadvisor promptly upon of this Agreement do not contravene or constitute a violation of, or a material default under, (i) a statutory disqualification any provision of Manager under Sections 8a(2) applicable law, rule or 8a(3) of the Commodity Exchange Act of 1936, as amended (“CEA”)regulation, (ii) a suspension, revocation or limitation of the Manager’s commodity trading advisor or commodity pool operator registration or NFA membershipgoverning instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the institution of an action or proceeding that could lead to a statutory disqualification under the CEA or an investigation by any governmental agency or self-regulatory organization of which Manager is subject or has been advised it is a target.Manager; (e) The Materials do Form ADV of the Manager provided to the Sub-Adviser and the Fund is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Manager, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances in under which they are were made, not misleading, or omit to state any material information required to be disclosed therein under the CEA, the Securities Act of 1933, as amended, and the rules promulgated thereunder; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished to Manager by or on behalf of Collateral Subadvisor, as to it, including, without limitation, all references to Collateral Subadvisor and its affiliates, controlling persons, shareholders, partners, directors, officers and employees, as well as to Collateral Subadvisor’s investment approach and past performance history, which has been or may be provided by Collateral Subadvisor for inclusion in the Materials.; (f) Shares The Manager acknowledges that it received a copy of the Fund will be offered and sold in compliance with the requirements set forth in the Registration Statement, the Prospectus, the Trust Agreement and the letter issued by the Division of Clearing and Intermediary Oversight of the CFTC dated March 29, 2010 (the “Staff Letter”). In connection with the offer and sale of the Shares, Manager will, and Manager will use its reasonable efforts to ensure that any third party selling agents will, comply fully at all times with all federal, state and foreign securities laws, the CEA, the Staff Letter, and all rules and regulations applicable Sub-Adviser’s Form ADV prior to the offer and sale of the Shares to the public. g) Manager has received, on behalf of the Fund, Collateral Subadvisor’s Form ADV, Part II (“Form ADV”) at least 48 hours prior to entering into this Agreement and is familiar with the matters set forth therein. h) The representations and warranties made in this Agreement by Manager shall be continuing during the term execution of this Agreement; and (g) The Manager and the Fund have duly entered into the IMA pursuant to which the Manager may, and if at any time any event has occurred which would make its expense, employ, consult, or tend associate with itself such person or persons as it believes necessary to make any of assist it in carrying out its obligations under the foregoing not true, Manager will promptly notify Collateral SubadvisorIMA.

Representations and Warranties of Manager. Manager hereby represents and warrants to Collateral Commodity Subadvisor that: a) Manager is duly formed and validly existing as a Delaware limited liability company, with full power to carry out its obligations under this Agreement and the Trust Agreement. b) This Agreement has been duly and validly authorized, executed and delivered by, and is a valid and binding contract of, Manager, enforceable in accordance with its terms. c) Manager has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory agency or self-regulatory organization, necessary to be met in order to perform services for the Fund pursuant to this Agreement. d) Manager is a commodity pool operator and commodity trading advisor duly registered with the United States Commodity Futures Trading Commission (“CFTC”) CFTC and is a member in good standing of the National Futures Association (“NFA”). Manager shall maintain such registrations and membership in good standing during the term of this Agreement. Further, Manager agrees to notify Collateral Commodity Subadvisor promptly upon (i) a statutory disqualification of Manager under Sections 8a(2) or 8a(3) of the Commodity Exchange Act of 1936, as amended (“CEA”), (ii) a suspension, revocation or limitation of Manager’s commodity trading advisor or commodity pool operator registration or NFA membership, or (iii) the institution of an action or proceeding that could lead to a statutory disqualification under the CEA or an investigation by any governmental agency or self-regulatory organization of which Manager is subject or has been advised it is a target. e) The Materials do not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, or omit to state any material information required to be disclosed therein under the CEA, the Securities Act of 1933, as amended, and the rules promulgated thereunder; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished to Manager by or on behalf of Collateral Subadvisor, Commodity Subadvisor as to it, including, without limitation, all references to Collateral Commodity Subadvisor and its affiliates, controlling persons, shareholders, partnersmembers, directors, officers and employees, as well as to Collateral Commodity Subadvisor’s investment trading approach and past performance historyrecord, which has been or may be provided by Collateral Commodity Subadvisor for inclusion in the Materials. f) Shares of the Fund will be offered and sold in compliance with the requirements set forth in the Registration Statement, the Prospectus, the Trust Agreement and the letter issued by the Division of Clearing and Intermediary Oversight of the CFTC dated March 29, 2010 (the “Staff Letter”). In connection with the offer and sale of the Shares, Manager will, and Manager will use its reasonable efforts to ensure that any third party selling agents will, comply fully at all times with all federal, state and foreign securities laws, the CEA, the Staff Letter, and all rules and regulations applicable to the offer and sale of the Shares to the public. g) Manager has received, on behalf As of the FundEffective Date and Time, Collateral Subadvisor’s Form ADVthe Fund will be a “qualified purchaser,” as that term is defined in Section 2(a)(51(A) of the Investment Company Act or 1940, Part II (as amended, and thus a “Form ADV”) at least 48 hours prior to entering into this Agreement and qualified eligible person,” as that term is familiar with the matters set forth thereindefined in CFTC Rule 4.7(a)(2)(vi). h) The representations and warranties made in this Agreement by Manager shall be continuing during the term of this Agreement, and if at any time any event has occurred which would make or tend to make any of the foregoing not true, Manager will promptly notify Collateral Commodity Subadvisor.

Representations and Warranties of Manager. The Manager hereby represents and warrants to Collateral Subadvisor thatthe Sub-Adviser as follows: (a) The Manager is duly formed and validly existing registered as an investment adviser under the Advisers Act; (b) The Manager is registered as a Delaware limited liability companyCommodity Trading Advisor under the Commodity Exchange Act, as amended (the “CEA”), with full power to carry out its obligations under this Agreement and the Trust Agreement. b) This Agreement has been duly and validly authorized, executed and delivered by, and is a valid and binding contract of, Manager, enforceable in accordance with its terms. c) Manager has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory agency or self-regulatory organization, necessary to be met in order to perform services for the Fund pursuant to this Agreement. d) Manager is a commodity pool operator and commodity trading advisor duly registered with the United States Commodity Futures Trading Commission (the “CFTC”), or is not required to file such registration; (c) and The Manager is a member company duly organized and validly existing under the laws of Singapore with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (d) The execution, delivery and performance by the Manager of this Agreement are within the Manager’s powers and have been duly authorized by all necessary action on the part of its directors or shareholders, and no action by, or in good standing respect of, or filing with, any governmental body, agency or official is required on the part of the National Futures Association (“NFA”). Manager shall maintain such registrations for the execution, delivery and membership in good standing during performance by the term Manager of this Agreement. Further, and the execution, delivery and performance by the Manager agrees to notify Collateral Subadvisor promptly upon of this Agreement do not contravene or constitute a violation of, or a material default under, (i) a statutory disqualification any provision of Manager under Sections 8a(2) applicable law, rule or 8a(3) of the Commodity Exchange Act of 1936, as amended (“CEA”)regulation, (ii) a suspension, revocation or limitation of the Manager’s commodity trading advisor or commodity pool operator registration or NFA membershipgoverning instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the institution of an action or proceeding that could lead to a statutory disqualification under the CEA or an investigation by any governmental agency or self-regulatory organization of which Manager is subject or has been advised it is a target.Manager; (e) The Materials do Form ADV of the Manager provided to the Sub-Adviser and the Fund is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Manager, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances in under which they are were made, not misleading, or omit to state any material information required to be disclosed therein under the CEA, the Securities Act of 1933, as amended, and the rules promulgated thereunder; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished to Manager by or on behalf of Collateral Subadvisor, as to it, including, without limitation, all references to Collateral Subadvisor and its affiliates, controlling persons, shareholders, partners, directors, officers and employees, as well as to Collateral Subadvisor’s investment approach and past performance history, which has been or may be provided by Collateral Subadvisor for inclusion in the Materials.; (f) Shares The Manager acknowledges that it received a copy of the Fund will be offered and sold in compliance with the requirements set forth in the Registration Statement, the Prospectus, the Trust Agreement and the letter issued by the Division of Clearing and Intermediary Oversight of the CFTC dated March 29, 2010 (the “Staff Letter”). In connection with the offer and sale of the Shares, Manager will, and Manager will use its reasonable efforts to ensure that any third party selling agents will, comply fully at all times with all federal, state and foreign securities laws, the CEA, the Staff Letter, and all rules and regulations applicable Sub-Adviser’s Form ADV prior to the offer and sale of the Shares to the public. g) Manager has received, on behalf of the Fund, Collateral Subadvisor’s Form ADV, Part II (“Form ADV”) at least 48 hours prior to entering into this Agreement and is familiar with the matters set forth therein. h) The representations and warranties made in this Agreement by Manager shall be continuing during the term execution of this Agreement; and (g) The Manager and the Fund have duly entered into the IMA pursuant to which the Manager may, and if at any time any event has occurred which would make its expense, employ, consult, or tend associate with itself such person or persons as it believes necessary to make any of assist it in carrying out its obligations under the foregoing not true, Manager will promptly notify Collateral SubadvisorIMA.

Representations and Warranties of Manager. Manager hereby represents and warrants to Collateral Commodity Subadvisor that: a) Manager is duly formed and validly existing as a Delaware limited liability company, with full power to carry out its obligations under this Agreement and the Trust Agreement. b) This Agreement has been duly and validly authorized, executed and delivered by, and is a valid and binding contract of, Manager, enforceable in accordance with its terms. c) Manager has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory agency or self-regulatory organization, necessary to be met in order to perform services for the Fund pursuant to this Agreement. d) Manager is a commodity pool operator and commodity trading advisor duly registered with the United States Commodity Futures Trading Commission (“CFTC”) CFTC and is a member in good standing of the National Futures Association (“NFA”). Manager shall maintain such registrations and membership in good standing during the term of this Agreement. Further, Manager agrees to notify Collateral Commodity Subadvisor promptly upon (i) a statutory disqualification of Manager under Sections 8a(2) or 8a(3) of the Commodity Exchange Act of 1936, as amended (“CEA”), (ii) a suspension, revocation or limitation of Manager’s commodity trading advisor or commodity pool operator registration or NFA membership, or (iii) the institution of an action or proceeding that could lead to a statutory disqualification under the CEA or an investigation by any governmental agency or self-regulatory organization of which Manager is subject or has been advised it is a target. e) The Materials do not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, or omit to state any material information required to be disclosed therein under the CEA, the Securities Act of 1933, as amended, and the rules promulgated thereunder; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished to Manager by or on behalf of Collateral Subadvisor, Commodity Subadvisor as to it, including, without limitation, all references to Collateral Commodity Subadvisor and its affiliates, controlling persons, shareholders, partnersmembers, directors, officers and employees, as well as to Collateral Commodity Subadvisor’s investment trading approach and past performance historyrecord, which has been or may be provided by Collateral Commodity Subadvisor for inclusion in the Materials. f) Shares of the Fund will be offered and sold in compliance with the requirements set forth in the Registration Statement, the Prospectus, the Trust Agreement and the letter issued by the Division of Clearing and Intermediary Oversight of the CFTC dated March 29, 2010 Regulation 4.12(c) (the “Staff LetterRule 4.12(c)”). In connection with the offer and sale of the Shares, Manager will, and Manager will use its reasonable efforts to ensure that any third party selling agents will, comply fully at all times with all federal, state and foreign securities laws, the CEA, the Staff LetterRule 4.12(c), and all rules and regulations applicable to the offer and sale of the Shares to the public. g) Manager has received, on behalf As of the FundEffective Date and Time, Collateral Subadvisor’s Form ADVthe Fund will be a “qualified purchaser,” as that term is defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, Part II (as amended, and thus a “Form ADV”) at least 48 hours prior to entering into this Agreement and qualified eligible person,” as that term is familiar with the matters set forth thereindefined in CFTC Rule 4.7(a)(2)(vi). h) The representations and warranties made in this Agreement by Manager shall be continuing during the term of this Agreement, and if at any time any event has occurred which would make or tend to make any of the foregoing not true, Manager will promptly notify Collateral Commodity Subadvisor.

Representations and Warranties of Manager. Manager hereby represents and warrants to Collateral Commodity Subadvisor that: a) Manager is duly formed and validly existing as a Delaware limited liability company, with full power to carry out its obligations under this Agreement and the Trust Agreement. b) This Agreement has been duly and validly authorized, executed and delivered by, and is a valid and binding contract of, Manager, enforceable in accordance with its terms. c) Manager has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory agency or self-regulatory organization, necessary to be met in order to perform services for the Fund pursuant to this Agreement. d) Manager is a commodity pool operator and commodity trading advisor duly registered with the United States Commodity Futures Trading Commission (“CFTC”) CFTC and is a member in good standing of the National Futures Association (“NFA”). Manager shall maintain such registrations and membership in good standing during the term of this Agreement. Further, Manager agrees to notify Collateral Commodity Subadvisor promptly upon (i) a statutory disqualification of Manager under Sections 8a(2) or 8a(3) of the Commodity Exchange Act of 1936, as amended (“CEA”), (ii) a suspension, revocation or limitation of Manager’s commodity trading advisor or commodity pool operator registration or NFA membership, or (iii) the institution of an action or proceeding that could lead to a statutory disqualification under the CEA or an investigation by any governmental agency or self-regulatory organization of which Manager is subject or has been advised it is a target. e) The Materials do not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, or omit to state any material information required to be disclosed therein under the CEA, the Securities Act of 1933, as amended, and the rules promulgated thereunder; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished to Manager by or on behalf of Collateral Subadvisor, Commodity Subadvisor as to it, including, without limitation, all references to Collateral Commodity Subadvisor and its affiliates, controlling persons, shareholders, partnersmembers, directors, officers and employees, as well as to Collateral Commodity Subadvisor’s investment trading approach and past performance historyrecord, which has been or may be provided by Collateral Commodity Subadvisor for inclusion in the Materials. f) Shares of the Fund will be offered and sold in compliance with the requirements set forth in the Registration Statement, the Prospectus, the Trust Agreement and the letter issued by the Division of Clearing and Intermediary Oversight of the CFTC dated March 29, 2010 (the “Staff Letter”). In connection with the offer and sale of the Shares, Manager will, and Manager will use its reasonable efforts to ensure that any third party selling agents will, comply fully at all times with all federal, state and foreign securities laws, the CEA, the Staff Letter, and all rules and regulations applicable to the offer and sale of the Shares to the public. g) Manager has received, on behalf As of the date of the closing of the initial public offering of the Fund’s shares pursuant to the Registration Statement, Collateral Subadvisor’s Form ADVthe Fund will be a “qualified purchaser,” as that term is defined in Section 2(a)(51(A) of the Investment Company Act or 1940, Part II (as amended, and thus a “Form ADV”) at least 48 hours prior to entering into this Agreement and qualified eligible person,” as that term is familiar with the matters set forth thereindefined in CFTC Rule 4.7(a)(2)(vi). h) The representations and warranties made in this Agreement by Manager shall be continuing during the term of this Agreement, and if at any time any event has occurred which would make or tend to make any of the foregoing not true, Manager will promptly notify Collateral Commodity Subadvisor.

Representations and Warranties of Manager. Manager hereby represents and warrants to Collateral Subadvisor thatTenant as follows: (a) Manager is a limited liability company duly formed and organized, validly existing as a Delaware limited liability companyand in good standing under the laws of the State of Colorado, with has full corporate power and authority to own its properties and is duly qualified or licensed to do business in the State. (b) Manager has full power and authority to enter into this Agreement and to carry out its obligations under set forth herein. Manager has taken all action required by law, its articles of incorporation, its bylaws or otherwise to be taken to authorize the execution and delivery of this Agreement and the Trust Agreement. b) consummation of the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by, and is a valid and binding contract of, Manager, agreement of Manager enforceable in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights, and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) Manager and/or its Affiliates own the Proprietary Marks and the Intellectual Property and Manager has metfull right, power and authority to permit the use thereof in connection with the Facility. Manager shall defend the Proprietary Marks and Intellectual Property against any claim of right by any other person to use the same, and will continue to meet for so long as this Agreement remains in effect, promptly commence and diligently prosecute any applicable federal or state requirements, or the applicable requirements of any regulatory agency or self-regulatory organization, action necessary to be met prevent the dilution or misappropriation of the Proprietary Marks and/or Intellectual Property, where such defense or action is commercially reasonable in order the circumstances. (d) Manager has (or will obtain in accordance with the Legal Requirements) all licenses and permits necessary to operate the Facility in accordance with Legal Requirements and otherwise perform services for the Fund pursuant to its obligations under this Agreement. d(e) There is no litigation, claim, investigation, challenge or other proceeding pending or, to the knowledge of Manager, threatened against Manager, its properties or business(es), which seeks to enjoin or prohibit it from entering into this Agreement. (f) Manager is a commodity pool operator and commodity trading advisor duly registered with the United States Commodity Futures Trading Commission (shall at all times be an “CFTC”) and is a member eligible independent contractor” as defined in good standing of the National Futures Association (“NFA”). Manager shall maintain such registrations and membership in good standing during the term of this Agreement. Further, Manager agrees to notify Collateral Subadvisor promptly upon (i) a statutory disqualification of Manager under Sections 8a(2) or 8a(3Section 856(d)(9) of the Commodity Exchange Act Internal Revenue Code of 19361986, as amended from time to time (the “CEACode”), ) (ii) a suspension, revocation or limitation of Manager’s commodity trading advisor or commodity pool operator registration or NFA membership, or (iii) and taking into account the institution of an action or proceeding that could lead to a statutory disqualification under the CEA or an investigation by any governmental agency or self-regulatory organization of which Manager is subject or has been advised it is a target. e) The Materials do not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light restrictions on ownership of the circumstances in which they are madeManager by shareholders of CNL Healthcare Properties, not misleading, or omit to state any material information required to be disclosed therein under the CEA, the Securities Act of 1933, as amendedInc., and the rules promulgated thereunder; providedrestrictions on ownership of CNL Healthcare Properties, howeverInc., that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished to Manager by or on behalf of Collateral Subadvisor, as to it, including, without limitation, all references to Collateral Subadvisor and its affiliates, controlling persons, shareholders, partners, directors, officers and employees, as well as to Collateral Subadvisor’s investment approach and past performance history, which has been or may be provided by Collateral Subadvisor for inclusion in the Materials. f) Shares owners of the Fund will be offered and sold in compliance with the requirements Manager set forth in the Registration Statement, the Prospectus, the Trust Agreement and the letter issued by the Division of Clearing and Intermediary Oversight of the CFTC dated March 29, 2010 (the “Staff Letter”Section 856(d)(3). In connection with the offer and sale of the Shares, Manager will), and Manager will use its reasonable efforts and shall cause the Facility to ensure be operated in such a manner so that any third party selling agents will, comply fully it qualifies as a “qualified health care facility” within the meaning of Section 856(e)(6)(D) of the Code at all times with all federal, state and foreign securities laws, times. In the CEA, event that Tenant reasonably concludes that the Staff Letter, and all rules and regulations applicable terms of this Agreement will have any effect as to cause the offer and sale rent under Tenant’s lease of the Shares Facility to fail to qualify as “rents from real property” within the publicmeaning of Section 856(d) of the Internal Revenue Code, Manager hereby agrees to enter into an amendment to this Agreement as proposed by Tenant modifying such terms in such a way as to cause rent under Tenant’s lease of the Facility to so qualify as “rent from real property” in the reasonable opinion of Tenant and its counsel; provided however, no such modifications shall affect the amount of Management Fees or the practical realization of the rights and benefits of the Manager hereunder. (g) Manager has received, on behalf Attached hereto as Exhibit H is a true and accurate organizational chart depicting the ownership structure of the Fund, Collateral Subadvisor’s Form ADV, Part II (“Form ADV”) at least 48 hours prior to entering into this Agreement and is familiar with the matters set forth thereinManager. h) The representations and warranties made in this Agreement by Manager shall be continuing during the term of this Agreement, and if at any time any event has occurred which would make or tend to make any of the foregoing not true, Manager will promptly notify Collateral Subadvisor.

Representations and Warranties of Manager. Manager hereby represents and warrants to Collateral Subadvisor that: a(i) Manager is duly formed and validly existing as a Delaware limited liability company, with full power to carry out its obligations under this Agreement and the Trust Agreement. b) This Agreement has been duly and validly authorized, executed and delivered byby it and constitutes its legal, and is a valid and binding contract of, Managerobligation, enforceable in accordance with its termsterms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). c(ii) Manager has metwill comply with the Guidelines as set forth on Exhibit A, including the Nebraska laws and will continue regulations applicable to meet for so long as this Agreement remains as well as the investment guidelines adopted by the Company’s Board of Directors as set forth on Exhibit B (the “Company Investment Guidelines”) and the Reinsurer investment guidelines as set forth on Exhibit C. The Company acknowledges and agrees that the limits set forth in effect, any applicable federal or state requirements, or Company Investment Guidelines apply to the applicable requirements of any regulatory agency or self-regulatory organization, necessary Company’s investments as a whole and not to be met the assets held in order the Accounts in isolation. The Manager shall use commercially reasonable efforts to perform services for assist the Fund pursuant to Company in staying within the Company Investment Guidelines. (iii) Manager is not prohibited from performing the Services contemplated by this Agreement. d(iv) Manager has completed, obtained or performed all other acts, registrations, licenses, filings, approvals, authorizations, consents or examinations (or applicable exemptions thereto) necessary to discharge its responsibilities under this Agreement, including federal registration as an investment adviser pursuant to the Advisers Act, and Manager will deliver evidence with respect to same as the Company may from time to time reasonably require. (v) the execution, delivery and performance of the Agreement do not violate or conflict with any law applicable to it, any provision of its constitutional documents or any order or judgment of any court or other governmental agency applicable to it or any of its assets. (vi) Manager will promptly notify the Company of the occurrence of any event that (a) would disqualify the Manager from performing the Services hereunder or (b) would result in the Manager no longer satisfying the foregoing representations. (vii) Neither Manager nor any of its principals are currently the target(s) of (A) any criminal investigation being conducted by the U.S. Department of Justice, Federal Bureau of Investigation or similar state authority or (B) any investigation being conducted by a federal or state regulatory authority or agency, such as the Securities Exchange Commission, U.S. Department of Treasury (Financial Crimes Enforcement Network) or NY Department of Financial Services with respect to financial crimes, regulatory violations or conduct involving a lack of candor. (viii) Manager is a commodity pool operator and commodity trading advisor duly registered with fiduciary to the United States Commodity Futures Trading Commission Company (“CFTC”) and is a member in good standing of the National Futures Association (“NFA”). Manager shall maintain such registrations and membership in good standing during the term of this Agreement. Further, Manager agrees to notify Collateral Subadvisor promptly upon (i) a statutory disqualification of Manager under Sections 8a(2) or 8a(3) of the Commodity Exchange Act of 1936, as amended (“CEA”), (ii) a suspension, revocation or limitation of Manager’s commodity trading advisor or commodity pool operator registration or NFA membership, or (iii) the institution of an action or proceeding that could lead to a statutory disqualification manner contemplated under the CEA or an investigation by any governmental agency or self-regulatory organization of which Manager is subject or has been advised it is a target. eAdviser’s Act) The Materials do not and will not contain any untrue statement of a material fact or omit with respect to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, or omit to state any material information required to be disclosed therein under the CEA, the Securities Act of 1933, as amended, and the rules promulgated thereunder; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished to Manager by or on behalf of Collateral Subadvisor, as to it, including, without limitation, all references to Collateral Subadvisor and its affiliates, controlling persons, shareholders, partners, directors, officers and employees, as well as to Collateral Subadvisor’s investment approach and past performance history, which has been or may be provided by Collateral Subadvisor for inclusion assets held in the MaterialsAccount(s). f) Shares of the Fund will be offered and sold in compliance with the requirements set forth in the Registration Statement, the Prospectus, the Trust Agreement and the letter issued by the Division of Clearing and Intermediary Oversight of the CFTC dated March 29, 2010 (the “Staff Letter”). In connection with the offer and sale of the Shares, Manager will, and Manager will use its reasonable efforts to ensure that any third party selling agents will, comply fully at all times with all federal, state and foreign securities laws, the CEA, the Staff Letter, and all rules and regulations applicable to the offer and sale of the Shares to the public. g) Manager has received, on behalf of the Fund, Collateral Subadvisor’s Form ADV, Part II (“Form ADV”) at least 48 hours prior to entering into this Agreement and is familiar with the matters set forth therein. h) The representations and warranties made in this Agreement by Manager shall be continuing during the term of this Agreement, and if at any time any event has occurred which would make or tend to make any of the foregoing not true, Manager will promptly notify Collateral Subadvisor.

Representations and Warranties of Manager. Manager hereby represents and _________________________________________ warrants to Collateral Subadvisor thatthe Sub-Adviser as follows: (a) Manager is registered with the SEC as an investment adviser under the Advisers Act; (b) Manager is registered and licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so licensed, except in such jurisdictions where the failure to be so licensed would not have a material effect on its business; (c) Manager is a limited liability company duly formed organized and validly existing as a under the laws of the State of Delaware limited liability company, with full the power to own and possess its assets and carry out on its obligations under business as it is now being conducted; (d) The execution, delivery and performance by Manager of this Agreement are within Manager's powers and have been duly authorized by all necessary action on the part of its directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of Manager for the execution, delivery and performance of this Agreement by the parties hereto, and the Trust Agreementexecution, delivery and performance of this Agreement by the parties hereto do not materially contravene or constitute a material default under (i) any provision of applicable law, rule or regulation, (ii) Manager's organizational document or By-Laws, or (iii) any material agreement, judgment, injunction, order, decree or other instruments binding upon Manager. b(e) This Agreement has been duly and validly authorized, executed and delivered by, and is a valid and binding contract of, Agreement of Manager, enforceable in accordance with its terms.; c(f) Manager has met, and will continue to meet for so long provided the Adviser with a copy of its Form ADV as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory agency or self-regulatory organization, necessary to be met in order to perform services for the Fund pursuant to this Agreement. d) Manager is a commodity pool operator and commodity trading advisor duly registered most recently filed with the United States Commodity Futures Trading Commission (“CFTC”) SEC and will, within a reasonable time after filing any amendment to its Form ADV with the SEC, furnish a copy of such amendments to the Adviser. The information contained in Manager's Form ADV is a member accurate and complete in good standing of the National Futures Association (“NFA”). Manager shall maintain such registrations all material respects and membership in good standing during the term of this Agreement. Further, Manager agrees to notify Collateral Subadvisor promptly upon (i) a statutory disqualification of Manager under Sections 8a(2) or 8a(3) of the Commodity Exchange Act of 1936, as amended (“CEA”), (ii) a suspension, revocation or limitation of Manager’s commodity trading advisor or commodity pool operator registration or NFA membership, or (iii) the institution of an action or proceeding that could lead to a statutory disqualification under the CEA or an investigation by any governmental agency or self-regulatory organization of which Manager is subject or has been advised it is a target. e) The Materials do does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances in under which they are were made, not misleading, or omit ; (g) Manager acknowledges that it received a copy of the Sub-Adviser's Form ADV at least 48 hours prior to state any material information required the execution of this Agreement and has delivered a copy of the same to be disclosed therein under the CEA, Trust; (h) The Trust and Manager have complied with all shareholder approval requirements concerning the Securities Act Management Agreement and this Agreement with respect to the Portfolio; (i) The Trust has approved the policies and procedures of 1933, as amended, the Adviser in accordance with applicable law and has authorized the Trust's custodian to receive appropriate instructions from the Adviser with respect to the Portfolio; and (j) The Manager and the rules promulgated thereunder; providedTrust are in compliance in all material respects, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished to Manager by or on behalf of Collateral Subadvisor, as to itapplicable federal securities laws, including, without limitation, all references to Collateral Subadvisor and its affiliates, controlling persons, shareholders, partners, directors, officers and employees, as well as to Collateral Subadvisor’s investment approach and past performance history, which has been or may be provided by Collateral Subadvisor for inclusion in the Materials. f) Shares of the Fund will be offered and sold in compliance with the requirements set forth in the Registration StatementAdvisers Act, the Prospectus1940 Act, the Trust Agreement 1933 Act and the letter issued by the Division Securities Exchange Act of Clearing and Intermediary Oversight of the CFTC dated March 29, 2010 (the “Staff Letter”). In connection with the offer and sale of the Shares, Manager will, and Manager will use its reasonable efforts to ensure that any third party selling agents will, comply fully at all times with all federal, state and foreign securities laws, the CEA, the Staff Letter, and all rules and regulations applicable to the offer and sale of the Shares to the public1934. g) Manager has received, on behalf of the Fund, Collateral Subadvisor’s Form ADV, Part II (“Form ADV”) at least 48 hours prior to entering into this Agreement and is familiar with the matters set forth therein. h) The representations and warranties made in this Agreement by Manager shall be continuing during the term of this Agreement, and if at any time any event has occurred which would make or tend to make any of the foregoing not true, Manager will promptly notify Collateral Subadvisor.

Representations and Warranties of Manager. Manager hereby represents and warrants to Collateral Subadvisor that: a) Manager is duly formed and validly existing as a Delaware limited liability company, with full power to carry out its obligations under this Agreement and the Trust Agreement. b) This Agreement has been duly and validly authorized, executed and delivered by, and is a valid and binding contract of, Manager, enforceable in accordance with its terms. c) Manager has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory agency or self-regulatory organization, necessary to be met in order to perform services for the Fund pursuant to this Agreement. d) Manager is a commodity pool operator and commodity trading advisor duly registered with the United States Commodity Futures Trading Commission (“CFTC”) and is a member in good standing of the National Futures Association (“NFA”). Manager shall maintain such registrations and membership in good standing during the term of this Agreement. Further, Manager agrees to notify Collateral Subadvisor promptly upon (i) a statutory disqualification of Manager under Sections 8a(2) or 8a(3) of the Commodity Exchange Act of 1936, as amended (“CEA”), (ii) a suspension, revocation or limitation of Manager’s commodity trading advisor or commodity pool operator registration or NFA membership, or (iii) the institution of an action or proceeding that could lead to a statutory disqualification under the CEA or an investigation by any governmental agency or self-regulatory organization of which Manager is subject or has been advised it is a target. e) The Materials do not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, or omit to state any material information required to be disclosed therein under the CEA, the Securities Act of 1933, as amended, and the rules promulgated thereunder; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished to Manager by or on behalf of Collateral Subadvisor, as to it, including, without limitation, all references to Collateral Subadvisor and its affiliates, controlling persons, shareholders, partners, directors, officers and employees, as well as to Collateral Subadvisor’s investment approach and past performance history, which has been or may be provided by Collateral Subadvisor for inclusion in the Materials. f) Shares of the Fund will be offered and sold in compliance with the requirements set forth in the Registration Statement, the Prospectus, the Trust Agreement and the letter issued by the Division of Clearing and Intermediary Oversight of the CFTC dated March 29, 2010 Regulation 4.12(c) (the “Staff LetterRule 4.12(c)”). In connection with the offer and sale of the Shares, Manager will, and Manager will use its reasonable efforts to ensure that any third party selling agents will, comply fully at all times with all federal, state and foreign securities laws, the CEA, the Staff LetterRule 4.12(c), and all rules and regulations applicable to the offer and sale of the Shares to the public. g) Manager has received, on behalf of the Fund, Collateral Subadvisor’s Form ADV, Part II (“Form ADV”) at least 48 hours prior to entering into this Agreement and is familiar with the matters set forth therein. h) The representations and warranties made in this Agreement by Manager shall be continuing during the term of this Agreement, and if at any time any event has occurred which would make or tend to make any of the foregoing not true, Manager will promptly notify Collateral Subadvisor.