Common use of Representations and Warranties of the Fund and the Managing Owner; Covenants of the Managing Owner Clause in Contracts

Representations and Warranties of the Fund and the Managing Owner; Covenants of the Managing Owner. (a) The Fund and the Managing Owner represent and warrant to the Trading Advisor, as follows: (i) The Fund is a Delaware statutory trust formed pursuant to its organizational documents and Delaware law and is validly existing and in good standing under the laws of the State of Delaware with full power and authority to engage in the trading of futures interests and to engage in its other contemplated activities as described in the Prospectus; the Fund is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification and where failure to be so qualified could materially adversely affect the Fund’s ability to perform its obligations hereunder. (ii) The Managing Owner is duly organized and validly existing and in good standing as a limited liability company under the laws of the State of Delaware and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature or conduct of its business requires such qualification and where the failure to be so qualified could materially adversely affect the Managing Owner’s ability to perform its obligations hereunder. (iii) The Fund and the Managing Owner have full power and authority under applicable law to conduct their business and to perform their respective obligations under this Agreement and as described in the Prospectus. (iv) As of the date hereof, the Prospectus contains all statements and information required to be included therein by the CEAct and the rules and regulations of the SEC or other applicable law and at all times subsequent thereto up to and including each closing, the Prospectus will comply in all material respects with the requirements of the rules of the NFA, the CEAct or other applicable laws. The Prospectus as of the date on which the Trading Advisor begins trading operations on behalf of the Account, and at each closing will not contain any misleading or untrue statements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Any supplemental sales literature, when read in conjunction with the Prospectus, will not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. This representation and warranty shall not, however, apply to any statement or omission in the Prospectus or supplemental sales literature made in reliance upon information furnished by and relating to the Trading Advisor, its trading methods or its trading performance. (v) Since the respective dates as of which information is given in the Prospectus, there have not been any material adverse change in the condition, financial or otherwise, or business of the Managing Owner or the Fund, whether or not arising in the ordinary course of business. (vi) This Agreement has been duly and validly authorized, executed and delivered by the Managing Owner on behalf of the Fund and constitutes a valid, binding and enforceable agreement of the Fund and the Managing Owner in accordance with its terms. (vii) The execution and delivery of this Agreement, the incurrence of the obligations set forth herein and the consummation of the transactions contemplated herein and in the Prospectus will not violate, or constitute a breach of, or default under, the Managing Owner’s organizational documents, or the Fund’s organizational documents, or any material agreement or instrument by which either the Managing Owner or the Fund, as the case may be, is bound or any material order, rule, law or regulation applicable to the Managing Owner or the Fund of any court or any governmental body or administrative agency or panel or self-regulatory organization having jurisdiction over the Managing Owner or the Fund. (viii) Except as set forth in the Prospectus, there have not been in the five years preceding the date of the Prospectus and there is not pending or, to the Managing Owner’s knowledge, threatened, any action, suit or proceeding at law or in equity before or by any court or by any federal, state, municipal or other governmental body or any administrative, self-regulatory or commodity exchange organization to which the Managing Owner or the Fund is or was a party, or to which any of the assets of the Managing Owner or the Fund is or was subject; and neither the Managing Owner nor any of the principals of the Managing Owner (“Managing Owner Principals”) has received any notice of an investigation by the NFA, CFTC or any other administrative or self-regulatory organization regarding non-compliance by the Managing Owner or the Managing Owner Principals or the Fund with the CEAct, the Securities Act of 1933, as amended, or any applicable laws which are material to an investor’s decision to invest in the Fund. (ix) The Managing Owner and the Managing Owner Principals have all federal, state and foreign governmental, regulatory and exchange approvals and licenses, and have effected all filings and registrations with federal, state and foreign governmental agencies required to conduct their business and to act as described in the Prospectus or required to perform their obligations under this Agreement (including, without limitation, registration as a commodity pool operator under the CEAct and membership in the NFA as a commodity pool operator) and will maintain all such required approvals, licenses, filings and registrations for the term of this Agreement. The Managing Owner’s principals identified in the Prospectus are all of the Managing Owner Principals. (x) The Fund is and shall remain in material compliance in all respects with all laws, rules, regulations and orders of any government, governmental agency or self-regulatory organization applicable to its business as described in the Prospectus and this Agreement. (xi) The foregoing representations and warranties shall be continuing during the term of this Agreement and if at any time any event shall occur which could make any of the foregoing representations or warranties inaccurate, the Managing Owner shall promptly notify the Trading Advisor of the nature of such event.

Representations and Warranties of the Fund and the Managing Owner; Covenants of the Managing Owner. (a) The Fund and the Managing Owner represent and warrant to the Trading Advisor, as follows: (i) The Fund is a Delaware statutory trust formed pursuant to its organizational documents and Delaware law and is validly existing and in good standing under the laws of the State of Delaware with full power and authority to engage in the trading of futures interests and to engage in its other contemplated activities as described in the Prospectus; the Fund is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification and where failure to be so qualified could materially adversely affect the Fund’s ability to perform its obligations hereunder. (ii) The Managing Owner is duly organized and validly existing and in good standing as a limited liability company under the laws of the State of Delaware and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature or conduct of its business requires such qualification and where the failure to be so qualified could materially adversely affect the Managing Owner’s ability to perform its obligations hereunder. (iii) The Fund and the Managing Owner have full power and authority under applicable law to conduct their business and to perform their respective obligations under this Agreement and as described in the Prospectus. (iv) As of the date hereof, the Prospectus contains all statements and information required to be included therein by the CEAct and the rules and regulations of the SEC or other applicable law and at all times subsequent thereto up to and including each closing, the Prospectus will comply in all material respects with the requirements of the rules of the NFA, the CEAct or other applicable laws. The Prospectus as of the date on which the Trading Advisor begins trading operations on behalf of the Account, and at each closing will not contain any misleading or untrue statements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Any supplemental sales literature, when read in conjunction with the Prospectus, will not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. This representation and warranty shall not, however, apply to any statement or omission in the Prospectus or supplemental sales literature made in reliance upon information furnished by and relating to the Trading Advisor, its trading methods or its trading performance.and (v) Since the respective dates as of which information is given in the Prospectus, there have not been any material adverse change in the condition, financial or otherwise, or business of the Managing Owner or the Fund, whether or not arising in the ordinary course of business. (vi) This Agreement has been duly and validly authorized, executed and delivered by the Managing Owner on behalf of the Fund and constitutes a valid, binding and enforceable agreement of the Fund and the Managing Owner in accordance with its terms. (vii) The execution and delivery of this Agreement, the incurrence of the obligations set forth herein and the consummation of the transactions contemplated herein and in the Prospectus will not violate, or constitute a breach of, or default under, the Managing Owner’s organizational documents, or the Fund’s organizational documents, or any material agreement or instrument by which either the Managing Owner or the Fund, as the case may be, is bound or any material order, rule, law or regulation applicable to the Managing Owner or the Fund of any court or any governmental body or administrative agency or panel or self-regulatory organization having jurisdiction over the Managing Owner or the Fund. (viii) Except as set forth in the Prospectus, there have not been in the five years preceding the date of the Prospectus and there is not pending or, to the Managing Owner’s knowledge, threatened, any action, suit or proceeding at law or in equity before or by any court or by any federal, state, municipal or other governmental body or any administrative, self-regulatory or commodity exchange organization to which the Managing Owner or the Fund is or was a party, or to which any of the assets of the Managing Owner or the Fund is or was subject; and neither the Managing Owner nor any of the principals of the Managing Owner (“Managing Owner Principals”) has received any notice of an investigation by the NFA, CFTC or any other administrative or self-regulatory organization regarding non-compliance by the Managing Owner or the Managing Owner Principals or the Fund with the CEAct, the Securities Act of 1933, as amended, or any applicable laws which are material to an investor’s decision to invest in the Fund. (ix) The Managing Owner and the Managing Owner Principals have all federal, state and foreign governmental, regulatory and exchange approvals and licenses, and have effected all filings and registrations with federal, state and foreign governmental agencies required to conduct their business and to act as described in the Prospectus or required to perform their obligations under this Agreement (including, without limitation, registration as a commodity pool operator under the CEAct and membership in the NFA as a commodity pool operator) and will maintain all such required approvals, licenses, filings and registrations for the term of this Agreement. The Managing Owner’s principals identified in the Prospectus are all of the Managing Owner Principals. (x) The Fund is and shall remain in material compliance in all respects with all laws, rules, regulations and orders of any government, governmental agency or self-regulatory organization applicable to its business as described in the Prospectus and this Agreement. (xi) The Fund and the Managing Owner understand the risks associated with investments in futures interests. The purpose of these investments is capital growth. The Fund and the Managing Owner further represent that the Fund has the financial capacity to undertake such risks. (xii) The foregoing representations and warranties shall be continuing during the term of this Agreement and if at any time any event shall occur which could make any of the foregoing representations or warranties inaccurate, the Managing Owner shall promptly notify the Trading Advisor of the nature of such event.

Representations and Warranties of the Fund and the Managing Owner; Covenants of the Managing Owner. (a) The Fund and the Managing Owner represent and warrant to the Trading Advisor, as follows: (i) The Fund is a Delaware statutory trust formed pursuant to its organizational documents and Delaware law and is validly existing and in good standing under the laws of the State of Delaware with full power and authority to engage in the trading of futures interests and to engage in its other contemplated activities as described in describedin the Prospectus; the Fund is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification and where failure to be so qualified could materially adversely affect the Fund’s ability to perform its obligations hereunder. (ii) The Managing Owner is duly organized and validly existing and in good standing as a limited liability company under the laws of the State of Delaware and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature or conduct of its business requires such qualification and where the failure to be so qualified could materially adversely affect the Managing Owner’s ability to perform its obligations hereunder. (iii) The Fund and the Managing Owner have full power and authority under applicable law to conduct their business and to perform their respective obligations under this Agreement and as described in the Prospectus. (iv) As of the date hereof, the Prospectus contains all statements and information required to be included therein by the CEAct and the rules and regulations of the SEC or other applicable law and at all times subsequent thereto up to and including each closing, the Prospectus will comply in all material respects with the requirements of the rules of the NFA, the CEAct or other applicable laws. The Prospectus as of the date on which the Trading Advisor begins trading operations on behalf of the Account, and at each closing will not contain any misleading or untrue statements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Any supplemental sales literature, when read in conjunction with the Prospectus, will not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. This representation and warranty shall not, however, apply to any statement or omission in the Prospectus or supplemental sales literature made in reliance upon information furnished by and relating to the Trading Advisor, its trading methods or its trading performance. (v) Since the respective dates as of which information is given in the Prospectus, there have not been any material adverse change in the condition, financial or otherwise, or business of the Managing Owner or the Fund, whether or not arising in the ordinary course of business. (vi) This Agreement has been duly and validly authorized, executed and delivered by the Managing Owner on behalf of the Fund and constitutes a valid, binding and enforceable agreement of the Fund and the Managing Owner in accordance with its terms. (vii) The execution and delivery of this Agreement, the incurrence of the obligations set forth herein and the consummation of the transactions contemplated herein and in the Prospectus will not violate, or constitute a breach of, or default under, the Managing Owner’s organizational documents, or the Fund’s organizational documents, or any material agreement or instrument by which either the Managing Owner or the Fund, as the case may be, is bound or any material order, rule, law or regulation applicable to the Managing Owner or the Fund of any court or any governmental body or administrative agency or panel or self-regulatory organization having jurisdiction over the Managing Owner or the Fund. (viii) Except as set forth in the Prospectus, there have not been in the five years preceding the date of the Prospectus and there is not pending or, to the Managing Owner’s knowledge, threatened, any action, suit or proceeding at law or in equity before or by any court or by any federal, state, municipal or other governmental body or any administrative, self-regulatory or commodity exchange organization to which the Managing Owner or the Fund is or was a party, or to which any of the assets of the Managing Owner or the Fund is or was subject; and neither the Managing Owner nor any of the principals of the Managing Owner (“Managing Owner Principals”) has received any notice of an investigation by the NFA, CFTC or any other administrative or self-regulatory organization regarding non-compliance by the Managing Owner or the Managing Owner Principals or the Fund with the CEAct, the Securities Act of 1933, as amended, or any applicable laws which are material to an investor’s decision to invest in the Fund. (ix) The Managing Owner and the Managing Owner Principals have all federal, state and foreign governmental, regulatory and exchange approvals and licenses, and have effected all filings and registrations with federal, state and foreign governmental agencies required to conduct their business and to act as described in the Prospectus or required to perform their obligations under this Agreement (including, without limitation, registration as a commodity pool operator under the CEAct and membership in the NFA as a commodity pool operator) and will maintain all such required approvals, licenses, filings and registrations for the term of this Agreement. The Managing Owner’s principals identified in the Prospectus are all of the Managing Owner Principals. (x) The Fund is and shall remain in material compliance in all respects with all laws, rules, regulations and orders of any government, governmental agency or self-regulatory organization applicable to its business as described in the Prospectus and this Agreement. (xi) The foregoing representations and warranties shall be continuing during the term of this Agreement and if at any time any event shall occur which could make any of the foregoing representations or warranties inaccurate, the Managing Owner shall promptly notify the Trading Advisor of the nature of such event.

Representations and Warranties of the Fund and the Managing Owner; Covenants of the Managing Owner. (a) The Fund and the Managing Owner represent and warrant to the Trading Advisor, as follows: (i) The Fund is a Delaware statutory trust formed pursuant to its organizational documents and Delaware law and is validly existing and in good standing under the laws of the State of Delaware with full power and authority to engage in the trading of futures interests and to engage in its other contemplated activities as described in the Prospectus; the Fund is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification and where failure to be so qualified could materially adversely affect the Fund’s ability to perform its obligations hereunder. (ii) The Managing Owner is duly organized and validly existing and in good standing as a limited liability company under the laws of the State of Delaware and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature or conduct of its business requires such qualification and where the failure to be so qualified could materially adversely affect the Managing Owner’s ability to perform its obligations hereunder. (iii) The Fund and the Managing Owner have full power and authority under applicable law to conduct their business and to perform their respective obligations under this Agreement and as described in the Prospectus. (iv) As of the date hereof, the Prospectus contains all statements and information required to be included therein by the CEAct and the rules and regulations of the SEC or other applicable law and at all times subsequent thereto up to and including each closing, the Prospectus will comply in all material respects with the requirements of the rules of the NFA, the CEAct or other applicable laws. The Prospectus as of the date on which the Trading Advisor begins trading operations on behalf of the Account, Account and at each closing will not contain any misleading or untrue statements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Any supplemental sales literature, when read in conjunction with the Prospectus, will not contain any untrue statements statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. This representation and warranty shall not, however, apply to any statement or omission in the Prospectus or supplemental sales literature made in reliance upon information furnished by and relating to the Trading Advisor, its trading methods or its trading performance. (v) Since the respective dates as of which information is given in the Prospectus, there have has not been any material adverse change in the condition, financial or otherwise, or business of the Managing Owner or the Fund, whether or not arising in the ordinary course of business. (vi) This Agreement has been duly and validly authorized, executed and delivered by the Managing Owner on behalf of the Fund and constitutes a valid, binding and enforceable agreement of the Fund and the Managing Owner in accordance with its terms. (vii) The execution and delivery of this Agreement, the incurrence of the obligations set forth herein and the consummation of the transactions contemplated herein and in the Prospectus will not violate, or constitute a breach of, or default under, the Managing Owner’s organizational documents, or the Fund’s organizational documents, or any material agreement or instrument by which either the Managing Owner or the Fund, as the case may be, is bound or any material order, rule, law or regulation applicable to the Managing Owner or the Fund of any court or any governmental body or administrative agency or panel or self-regulatory organization having jurisdiction over the Managing Owner or the Fund. (viii) Except as set forth in the Prospectus, there have not been in the five years preceding the date of the Prospectus and there is not pending or, to the Managing Owner’s knowledge, threatened, any action, suit or proceeding at law or in equity before or by any court or by any federal, state, municipal or other governmental body or any administrative, self-regulatory or commodity exchange organization to which the Managing Owner or the Fund is or was a party, or to which any of the assets of the Managing Owner or the Fund is or was subject; and neither the Managing Owner nor any of the principals of the Managing Owner (“Managing Owner Principals”) has received any notice of an investigation by the NFA, CFTC or any other administrative or self-regulatory organization regarding non-compliance by the Managing Owner or the Managing Owner Principals or the Fund with the CEAct, the Securities Act of 1933, as amendedAct, or any applicable laws which are material to an investor’s decision to invest in the Fund. (ix) The Managing Owner and the Managing Owner Principals have all federal, state and foreign governmental, regulatory and exchange approvals and licenses, and have effected all filings and registrations with federal, state and foreign governmental agencies required to conduct their business and to act as described in the Prospectus or required to perform their obligations under this Agreement (including, without limitation, registration as a commodity pool operator under the CEAct and membership in the NFA as a commodity pool operator) and will maintain all such required approvals, licenses, filings and registrations for the term of this Agreement. The Managing Owner’s principals identified in the Prospectus are all of the Managing Owner Principals. (x) The Fund is and shall remain in material compliance in all respects with all laws, rules, regulations and orders of any government, governmental agency or self-regulatory organization applicable to its business as described in the Prospectus and this Agreement. (xi) The Fund is a “qualified eligible person” as defined in CFTC Regulation 4.7 that was not formed for the specific purpose of retaining the Trading Advisor to trade for the Fund’s account, and the Fund and the Managing Owner hereby consent to the Account being treated as an “exempt account” under CFTC Regulation 4.7. (xii) The foregoing representations and warranties shall be continuing during the term of this Agreement and if at any time any event shall occur which could 18 make any of the foregoing representations or warranties inaccurate, the Managing Owner shall promptly notify the Trading Advisor of the nature of such event.

Representations and Warranties of the Fund and the Managing Owner; Covenants of the Managing Owner. (a) The Fund and the Managing Owner represent and warrant to the Trading Advisor, as follows: (i) The Fund is a Delaware statutory trust formed pursuant to its organizational documents and Delaware law and is validly existing and in good standing under the laws of the State of Delaware with full power and authority to engage in the trading of futures interests and to engage in its other contemplated activities as described in the Prospectus; the Fund is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification and where failure to be so qualified could materially adversely affect the Fund’s ability to perform its obligations hereunderhereunder and as described in the Prospectus. (ii) The Managing Owner is duly organized and validly existing and in good standing as a limited liability company under the laws of the State of Delaware and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature or conduct of its business requires such qualification and where the failure to be so qualified could materially adversely affect the Managing Owner’s ability to perform its obligations hereunderhereunder and as described in the Prospectus . (iii) The Fund and the Managing Owner have full power and authority under applicable law to conduct their business and to perform their respective obligations under this Agreement and as described in the Prospectus. (iv) As of the date hereof, the Prospectus contains all statements and information required to be included therein by the CEAct and the rules and regulations of the SEC or other applicable law and at all times subsequent thereto up to and including each closing, the Prospectus will comply in all material respects with the requirements of the rules of the NFA, the CEAct CEAct, 33 Act or other applicable laws. The Prospectus as of the date on which the Trading Advisor begins trading operations on behalf of the Account, and at each closing will not contain any misleading or untrue statements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Any supplemental sales literature, when read in conjunction with the Prospectus, will not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. This representation and warranty shall not, however, apply to any statement or omission in the Prospectus or supplemental sales literature made in reliance upon information furnished by and relating to the Trading Advisor, its trading methods or its trading performance. (v) Since the respective dates as of which information is given in the Prospectus, there have not been any material adverse change in the condition, financial or otherwise, or business of the Managing Owner or the Fund, whether or not arising in the ordinary course of business. (vi) This Agreement has been duly and validly authorized, executed and delivered by the Managing Owner on behalf of the Fund and constitutes a valid, binding and enforceable agreement of the Fund and the Managing Owner in accordance with its terms. (vii) The execution and delivery of this Agreement, the incurrence of the obligations set forth herein and the consummation of the transactions contemplated herein and in the Prospectus will not violate, or constitute a breach of, or default under, the Managing Owner’s organizational documents, or the Fund’s organizational documents, or any material agreement or instrument by which either the Managing Owner or the Fund, as the case may be, is bound or any material order, rule, law or regulation applicable to the Managing Owner or the Fund of any court or any governmental body or administrative agency or panel or self-regulatory organization having jurisdiction over the Managing Owner or the Fund. (viii) Except as set forth in the Prospectus, there have not been in the five years preceding the date of the Prospectus and there is not pending or, to the Managing Owner’s knowledge, threatened, any action, suit or proceeding at law or in equity before or by any court or by any federal, state, municipal or other governmental body or any administrative, self-regulatory or commodity exchange organization to which the Managing Owner or the Fund is or was a party, or to which any of the assets of the Managing Owner or the Fund is or was subject; and neither the Managing Owner nor any of the principals of the Managing Owner (“Managing Owner Principals”) has received any notice of an investigation by the NFA, CFTC CFTC, SEC or any other administrative or self-regulatory organization regarding non-compliance by the Managing Owner or the Managing Owner Principals or the Fund with the CEAct, the Securities Act of 1933, as amended, or any applicable laws which are material to an investor’s decision to invest in the Fund. (ix) The Managing Owner and the Managing Owner Principals have all federal, state and foreign governmental, regulatory and exchange approvals and licenses, and have effected all filings and registrations with federal, state and foreign governmental agencies required to conduct their business and to act as described in the Prospectus or required to perform their obligations under this Agreement (including, without limitation, registration as a commodity pool operator under the CEAct and membership in the NFA as a commodity pool operator) and will maintain all such required approvals, licenses, filings and registrations for the term of this Agreement. The Managing Owner’s principals identified in the Prospectus are all of the Managing Owner Principals. (x) The Fund is and shall remain in material compliance in all respects with all laws, rules, regulations and orders of any government, governmental agency or self-regulatory organization applicable to its business as described in the Prospectus and this Agreement. (xi) The foregoing representations and warranties shall be continuing during the term of this Agreement and if at any time any event shall occur which could make any of the foregoing representations or warranties inaccurate, the Managing Owner shall promptly notify the Trading Advisor of the nature of such event.could

Representations and Warranties of the Fund and the Managing Owner; Covenants of the Managing Owner. (a) The Fund and the Managing Owner represent and warrant to the Trading Advisor, as follows: (i) The Fund is a Delaware statutory trust formed pursuant to its organizational documents and Delaware law and is validly existing and in good standing under the laws of the State of Delaware with full power and authority to engage in the trading of futures interests and to engage in its other contemplated activities as described in the Prospectus; the Fund is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification and where failure to be so qualified could materially adversely affect the Fund’s ability to perform its obligations hereunder. (ii) The Managing Owner is duly organized and validly existing and in good standing as a limited liability company under the laws of the State of Delaware and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature or conduct of its business requires such qualification and where the failure to be so qualified could materially adversely affect the Managing Owner’s ability to perform its obligations hereunder. (iii) The Fund and the Managing Owner have full power and authority under applicable law to conduct their business and to perform their respective obligations under this Agreement and as described in the Prospectus. (iv) As of the date hereof, the Prospectus contains all statements and information required to be included therein by the CEAct and the rules and regulations of the SEC or other applicable law and at all times subsequent thereto up to and including each closing, the Prospectus will comply in all material respects with the requirements of the rules of the NFA, the CEAct or other applicable laws. The Prospectus as of the date on which the Trading Advisor begins trading operations on behalf of the Account, and at each closing will not contain any misleading or untrue statements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Any supplemental sales literature, when read in conjunction with the Prospectus, will not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. This representation and warranty shall not, however, apply to any statement or omission in the Prospectus or supplemental sales literature made in reliance upon information furnished by and relating to the Trading Advisor, its trading methods or its trading performance. (v) Since the respective dates as of which information is given in the Prospectus, there have not been any material adverse change in the condition, financial or otherwise, or business of the Managing Owner or the Fund, whether or not arising in the ordinary course of business. (vi) This Agreement has been duly and validly authorized, executed and delivered by the Managing Owner on behalf of the Fund and constitutes a valid, binding and enforceable agreement of the Fund and the Managing Owner in accordance with its terms. (vii) The execution and delivery of this Agreement, the incurrence of the obligations set forth herein and the consummation of the transactions contemplated herein and in the Prospectus will not violate, or constitute a breach of, or default under, the Managing Owner’s organizational documents, or the Fund’s organizational documents, or any material agreement or instrument by which either the Managing Owner or the Fund, as the case may be, is bound or any material order, rule, law or regulation applicable to the Managing Owner or the Fund of any court or any governmental body or administrative agency or panel or self-regulatory organization having jurisdiction over the Managing Owner or the Fund. (viii) Except as set forth in the Prospectus, there have not been in the five years preceding the date of the Prospectus and there is not pending or, to the Managing Owner’s knowledge, threatened, any action, suit or proceeding at law or in equity before or by any court or by any federal, state, municipal or other governmental body or any administrative, self-regulatory or commodity exchange organization to which the Managing Owner or the Fund is or was a party, or to which any of the assets of the Managing Owner or the Fund is or was subject; and neither the Managing Owner nor any of the principals of the Managing Owner (“Managing Owner Principals”) has received any notice of an investigation by the NFA, CFTC or any other administrative or self-regulatory organization regarding non-compliance by the Managing Owner or the Managing Owner Principals or the Fund with the CEAct, the Securities Act of 1933, as amended, or any applicable laws which are material to an investor’s decision to invest in the Fund. (ix) The Managing Owner and the Managing Owner Principals have all federal, state and foreign governmental, regulatory and exchange approvals and licenses, and have effected all filings and registrations with federal, state and foreign governmental agencies required to conduct their business and to act as described in the Prospectus or required to perform their obligations under this Agreement (including, without limitation, registration as a commodity pool operator under the CEAct and membership in the NFA as a commodity pool operator) and will maintain all such required approvals, licenses, filings and registrations for the term of this Agreement. The Managing Owner’s principals identified in the Prospectus are all of the Managing Owner Principals. (x) The Fund is and shall remain in material compliance in all respects with all laws, rules, regulations and orders of any government, governmental agency or self-regulatory organization applicable to its business as described in the Prospectus and this Agreement. (xi) The Fund is a “qualified eligible person” as that term is defined under CFTC Regulation 4.7. (xii) The foregoing representations and warranties shall be continuing during the term of this Agreement and if at any time any event shall occur which could make any of the foregoing representations or warranties inaccurate, the Managing Owner shall promptly notify the Trading Advisor of the nature of such event.

Representations and Warranties of the Fund and the Managing Owner; Covenants of the Managing Owner. (a) The Fund and the Managing Owner represent and warrant to the Trading Advisor, as follows: (i) The Fund is a Delaware statutory trust formed pursuant to its organizational documents and Delaware law and is validly existing and in good standing under the laws of the State of Delaware with full power and authority to engage in the trading of futures interests and to engage in its other contemplated activities as described in the Prospectus; the Fund is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification and where failure to be so qualified could materially adversely affect the Fund’s ability to perform its obligations hereunder. (ii) The Managing Owner is duly organized and validly existing and in good standing as a limited liability company under the laws of the State of Delaware and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature or conduct of its business requires such qualification and where the failure to be so qualified could materially adversely affect the Managing Owner’s ability to perform its obligations hereunder. (iii) The Fund and the Managing Owner have full power and authority under applicable law to conduct their business and to perform their respective obligations under this Agreement and as described in the Prospectus. (iv) As of the date hereof, the Prospectus contains all statements and information required to be included therein by the CEAct and the rules and regulations of the SEC or other applicable law and at all times subsequent thereto up to and including each closing, the Prospectus will comply in all material respects with the requirements of the rules of the NFA, the CEAct or other applicable laws. The Prospectus as of the date on which the Trading Advisor begins trading operations on behalf of the Account, and at each closing will not contain any misleading or untrue statements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Any supplemental sales literature, when read in conjunction with the Prospectus, will not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. This representation and warranty shall not, however, apply to any statement or omission in the Prospectus or supplemental sales literature made in reliance upon information furnished by and relating to the Trading Advisor, its trading methods or its trading performance. (v) Since the respective dates as of which information is given in the Prospectus, to the knowledge of the Managing Owner after due inquiry, there have not been any material adverse change in the condition, financial or otherwise, or business of the Managing Owner or the Fund, whether or not arising in the ordinary course of business. (vi) This Agreement has been duly and validly authorized, executed and delivered by the Managing Owner on behalf of the Fund and constitutes a valid, binding and enforceable agreement of the Fund and the Managing Owner in accordance with its terms. (vii) The execution and delivery of this Agreement, the incurrence of the obligations set forth herein and the consummation of the transactions contemplated herein and in the Prospectus will not violate, or constitute a breach of, or default under, the Managing Owner’s organizational documents, or the Fund’s organizational documents, or any material agreement or instrument by which either the Managing Owner or the Fund, as the case may be, is bound or any material order, rule, law or regulation applicable to the Managing Owner or the Fund of any court or any governmental body or administrative agency or panel or self-regulatory organization having jurisdiction over the Managing Owner or the Fund. (viii) Except as set forth in the Prospectus, there have not been in the five years preceding the date of the Prospectus and there is not pending or, to the Managing Owner’s knowledge, threatened, any action, suit or proceeding at law or in equity before or by any court or by any federal, state, municipal or other governmental body or any administrative, self-regulatory or commodity exchange organization to which the Managing Owner or the Fund is or was a party, or to which any of the assets of the Managing Owner or the Fund is or was subject; and neither the Managing Owner nor any of the principals of the Managing Owner (“Managing Owner Principals”) has received any notice of an investigation by the NFA, CFTC or any other administrative or self-regulatory organization regarding non-compliance by the Managing Owner or the Managing Owner Principals or the Fund with the CEAct, the Securities Act of 1933, as amended, or any applicable laws which are material to an investor’s decision to invest in the Fund. (ix) The Managing Owner and the Managing Owner Principals have all federal, state and foreign governmental, regulatory and exchange approvals and licenses, and have effected all filings and registrations with federal, state and foreign governmental agencies required to conduct their business and to act as described in the Prospectus or required to perform their obligations under this Agreement (including, without limitation, registration as a commodity pool operator under the CEAct and membership in the NFA as a commodity pool operator) and will maintain all such required approvals, licenses, filings and registrations for the term of this Agreement. The Managing Owner’s principals identified in the Prospectus are all of the Managing Owner Principals. (x) The Fund is and shall remain in material compliance in all respects with all laws, rules, regulations and orders of any government, governmental agency or self-regulatory organization applicable to its business as described in the Prospectus and this Agreement. (xi) The foregoing representations and warranties shall be continuing during the term of this Agreement and if at any time any event shall occur which could the Managing Owner reasonably believes will make any of the foregoing representations or warranties inaccurate, the Managing Owner shall promptly notify the Trading Advisor of the nature of such event.

Representations and Warranties of the Fund and the Managing Owner; Covenants of the Managing Owner. (a) The Fund and the Managing Owner represent and warrant to the Trading Advisor, as follows: (i) The Fund is a Delaware statutory trust formed pursuant to its organizational documents and Delaware law and is validly existing and in good standing under the laws of the State of Delaware with full power and authority to engage in the trading of futures interests and to engage in its other contemplated activities as described in the Prospectus; the Fund is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification and where failure to be so qualified could materially adversely affect the Fund’s ability to perform its obligations hereunder. (ii) The Managing Owner is duly organized and validly existing and in good standing as a limited liability company under the laws of the State of Delaware and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature or conduct of its business requires such qualification and where the failure to be so qualified could materially adversely affect the Managing Owner’s ability to perform its obligations hereunder. (iii) The Fund and the Managing Owner have full power and authority under applicable law to conduct their business and to perform their respective obligations under this Agreement and as described in the Prospectus. (iv) As of the date hereof, the Prospectus contains all statements and information required to be included therein by the CEAct and the rules and regulations of the SEC or other applicable law and at all times subsequent thereto up to and including each closing, the Prospectus will comply in all material respects with the requirements of the rules of the SEC, NFA, the CEAct CEAct, applicable state laws, or other applicable laws. The Prospectus as of the date on which the Trading Advisor begins trading operations on behalf of the Account, and at each closing all times throughout the term of this Agreement will not contain any misleading or untrue statements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Any supplemental sales literature, when read in conjunction with the Prospectus, will not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. This representation and warranty shall not, however, apply to any statement or omission in the Prospectus or supplemental sales literature made in reliance upon information furnished by and relating to the Trading Advisor, its trading methods or its trading performance. (v) Since the respective dates as of which information is given in the Prospectus, there have not been any material adverse change in the condition, financial or otherwise, or business of the Managing Owner or the Fund, whether or not arising in the ordinary course of business. (vi) This Agreement has been duly and validly authorized, executed and delivered by the Managing Owner on behalf of the Fund and constitutes a valid, binding and enforceable agreement of the Fund and the Managing Owner in accordance with its terms. (vii) The execution and delivery of this Agreement, the incurrence of the obligations set forth herein and the consummation of the transactions contemplated herein and in the Prospectus will not violate, or constitute a breach of, or default under, the Managing Owner’s organizational documents, or the Fund’s organizational documents, or any material agreement or instrument by which either the Managing Owner or the Fund, as the case may be, is bound or any material order, rule, law or regulation applicable to the Managing Owner or the Fund of any court or any governmental body or administrative agency or panel or self-regulatory organization having jurisdiction over the Managing Owner or the Fund. (viii) Except as set forth in the Prospectus, there have not been in the five years preceding the date of the Prospectus and there is not pending or, to the Managing Owner’s knowledge, threatened, any action, suit or proceeding at law or in equity before or by any court or by any federal, state, municipal or other governmental body or any administrative, self-regulatory or commodity exchange organization to which the Managing Owner or the Fund is or was a party, or to which any of the assets of the Managing Owner or the Fund is or was subject; and neither the Managing Owner nor any of the principals of the Managing Owner (“Managing Owner Principals”) has received any notice of an investigation by the NFA, CFTC or any other administrative or self-regulatory organization regarding non-compliance by the Managing Owner or the Managing Owner Principals or the Fund with the CEAct, the Securities Act of 1933, as amended, or any applicable laws which are material to an investor’s decision to invest in the Fund. (ix) The Managing Owner and the Managing Owner Principals have all federal, state and foreign governmental, regulatory and exchange approvals and licenses, and have effected all filings and registrations with federal, state and foreign governmental agencies required to conduct their business and to act as described in the Prospectus or required to perform their obligations under this Agreement (including, without limitation, registration as a commodity pool operator under the CEAct and membership in the NFA as a commodity pool operator) and will maintain all such required approvals, licenses, filings and registrations for the term of this Agreement. The Managing Owner’s principals identified in the Prospectus are all of the Managing Owner Principals. (x) The Fund is and shall remain in material compliance in all respects with all laws, rules, regulations and orders of any government, governmental agency or self-regulatory organization applicable to its business as described in the Prospectus and this Agreement. (xi) The foregoing representations and warranties shall be continuing during the term of this Agreement and if at any time any event shall occur which could make any of the foregoing representations or warranties inaccurate, the Managing Owner shall promptly notify the Trading Advisor of the nature of such eventevent within five days. (xii) The Fund is as of the date hereof a “qualified eligible person” as defined in CFTC Regulation 4.7.