Common use of Representations and Warranties of the Selling Agent Clause in Contracts

Representations and Warranties of the Selling Agent. (a) The Selling Agent represents and warrants to the Fund and the General Partner that: (i) All references to and information concerning the Selling Agent contained in the Registration Statement, the Prospectus and the Statement of Additional Information are accurate in all material respects, and, as to the Selling Agent, the Registration Statement, the Prospectus and the Statement of Additional Information do not contain any misleading or untrue statement of a material fact or omit to state a material fact which is necessary to prevent the statements made therein, in light of the circumstances in which they were made, from being misleading; (ii) The Selling Agent is a corporation duly organized and validly existing under the laws of the State of Iowa, is a member in good standing of the NASD and has full power and authority to act as selling agent in the manner contemplated by this Agreement and as described in the Registration Statement, the Prospectus and the Statement of Additional Information; (iii) The Selling Agent is in good standing and in compliance with all applicable broker/dealer registration requirements in the places where the Units will be sold by it, and any use or distribution of the Registration Statement, the Prospectus and the Statement of Additional Information by the Selling Agent will comply with the terms and conditions for use and/or distribution set forth in the Prospectus and the Statement of Additional Information, with the procedures set forth in this Agreement, and with the 1933 Act, the 1934 Act, the CE Act, all applicable state securities and commodity laws, the rules and regulations promulgated under all such acts and all such laws, and all applicable rules and regulations of the NASD and other self-regulatory organizations; (iv) The Selling Agent has obtained all required governmental and regulatory approvals and licenses to perform its obligations under this Agreement and to act as described in the Registration Statement, the Prospectus and the Statement of Additional Information, and the performance of its obligations under this Agreement and its acting as described in the Registration Statement, the Prospectus and the Statement of Additional Information will not violate or result in a breach of any provisions of its Articles of Incorporation or by-laws or any agreement, order, law or regulation binding upon it; and (v) This Agreement and the Escrow Agreement have each been duly and validly authorized, executed and delivered on behalf of the Selling Agent, and is a valid and binding agreement of the Selling Agent enforceable against the Selling Agent in accordance with its terms. (b) The Selling Agent agrees that, except as specifically set forth herein, neither the Fund nor the General Partner shall be liable for any underwriting compensation in connection with the offer or sale of Units, and any compensation payable in respect thereof, except as specifically set forth herein, shall be the sole responsibility of the Selling Agent.

Representations and Warranties of the Selling Agent. (a) The Selling Agent represents and warrants to the Fund and the General Partner that: (i) All references to and information concerning the Selling Agent contained in the Registration Statement, the Prospectus and the Statement of Additional Information are accurate in all material respects, and, as to the Selling Agent, the Registration Statement, the Prospectus and the Statement of Additional Information do not contain any misleading or untrue statement of a material fact or omit to state a material fact which is necessary to prevent the statements made therein, in light of the circumstances in which they were made, from being misleading; (ii) The Selling Agent is a corporation duly organized and validly existing under the laws of the State of Iowa, is a member in good standing of the NASD and has full power and authority to act as selling agent in the manner contemplated by this Agreement and as described in the Registration Statement, the Prospectus and the Statement of Additional Information; and it is duly qualified to conduct business as a foreign corporation and is in good standing in every jurisdiction in which the character of such business requires such qualification, except to the extent that the failure to so qualify would not reasonably be expected to have a material adverse effect on the business or operations of the General Partner; (iii) The Selling Agent is in good standing and in compliance with all applicable broker/dealer registration requirements in the places where the Units will be sold by it, and any use or distribution of the Registration Statement, the Prospectus and the Statement of Additional Information by the Selling Agent will comply with the terms and conditions for use and/or distribution set forth in the Prospectus and the Statement of Additional Information, with the procedures set forth in this Agreement, and with the 1933 Act, the 1934 Act, the CE Act, all applicable state securities and commodity laws, the rules and regulations promulgated under all such acts and all such laws, and all applicable rules and regulations of the NASD and other self-regulatory organizations; (iv) The Selling Agent has obtained all required governmental and regulatory approvals and licenses to perform its obligations under this Agreement and to act as described in the Registration Statement, the Prospectus and the Statement of Additional Information, and the performance of its obligations under this Agreement and its acting as described in the Registration Statement, the Prospectus and the Statement of Additional Information will not violate or result in a breach of any provisions of its Articles of Incorporation or by-laws or any agreement, order, law or regulation binding upon it; and (v) This Agreement and the Escrow Agreement have each been duly and validly authorized, executed and delivered on behalf of the Selling Agent, and is a valid and binding agreement of the Selling Agent enforceable against the Selling Agent in accordance with its terms. vi) Unless the Fund shall inform the Selling Agent that CFTC/NFA Registration is no longer required, the Selling Agent and any account executives who participate in the Continuing Services Compensation are currently registered, as required, with the CFTC/NFA, or are subject to the proviso of the first sentence of sub-section 4(e) of this Agreement, and the Selling Agent agrees to comply with such registration requirements, subject to the proviso of the first sentence of subsection 4(e) of this Agreement, for so long as it shall continue to receive any Continuing Services Compensation. (b) The Selling Agent agrees that, except as specifically set forth herein, neither the Fund nor the General Partner shall be liable for any underwriting compensation in connection with the offer or sale of Units, and any compensation payable in respect thereof, except as specifically set forth herein, shall be the sole responsibility of the Selling Agent.

Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants (in its capacities as both Selling Agent and Futures Broker) to the Trust, the Managing Owner and JWH, as follows: (a) The Selling Agent represents is a corporation duly organized and warrants validly existing and in good standing under the laws of the State of Delaware and in good standing and qualified to do business in the Fund State of Illinois and in each other jurisdiction in which the nature or conduct of its business requires such qualification and the General Partner that:failure to be duly qualified would materially adversely affect the Futures Broker's ability to perform its obligations hereunder or under the Customer Agreement. The Selling Agent has full corporate power and authority to perform its obligations under the Customer Agreement and this Agreement and as described in the Registration Statement and Prospectus. (ib) All references to and information concerning the Selling Agent contained and its principals in the Registration Statement, the Statement and Prospectus and the Statement of Additional Information are accurate and complete in all material respects, and, as and set forth in all material respects the information required to be disclosed therein under the Commodity Act and the rules and regulations thereunder. As to the Selling Agent, Agent and its principals (i) the Registration Statement, Statement and Prospectus contain all statements and information required to be included therein under the Prospectus Commodity Act and the rules and regulations thereunder, (ii) the Registration Statement (with respect to the information relating to the Selling Agent furnished to the Managing Owner) as of Additional Information do its effective date did not contain any misleading or untrue statement of a material fact or omit to state a material fact which is required to be stated therein or necessary to prevent make the statements made thereintherein not misleading and (iii) the Prospectus (as approved in pertinent part by the Selling Agent) at its date of issue and as of the Initial Closing Time, as supplemented, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in light of the circumstances in under which they such statements were made, from being misleading;. (ii) The Selling Agent is a corporation duly organized and validly existing under the laws of the State of Iowa, is a member in good standing of the NASD and has full power and authority to act as selling agent in the manner contemplated by this Agreement and as described in the Registration Statement, the Prospectus and the Statement of Additional Information; (iii) The Selling Agent is in good standing and in compliance with all applicable broker/dealer registration requirements in the places where the Units will be sold by it, and any use or distribution of the Registration Statement, the Prospectus and the Statement of Additional Information by the Selling Agent will comply with the terms and conditions for use and/or distribution set forth in the Prospectus and the Statement of Additional Information, with the procedures set forth in this Agreement, and with the 1933 Act, the 1934 Act, the CE Act, all applicable state securities and commodity laws, the rules and regulations promulgated under all such acts and all such laws, and all applicable rules and regulations of the NASD and other self-regulatory organizations; (ivc) The Selling Agent has obtained all required Federal and state governmental, regulatory and commodity exchange licenses and approvals, and has effected all filings and registrations with Federal and state governmental and regulatory approvals and licenses agencies required to perform conduct its obligations under this Agreement business and to act as described in the Registration StatementStatement and Prospectus or required to perform its obligations under the Customer Agreement, the Prospectus Trading Advisory Agreement and this Agreement (including, without limitation, membership of the Statement Selling Agent as a dealer in NASD and registration of Additional Informationthe Selling Agent as a futures commission merchant under the Commodity Act and membership of the Selling Agent as a futures commission merchant in NFA), and the performance of its such obligations under this Agreement and its acting as described in the Registration Statement, the Prospectus and the Statement of Additional Information will not violate or result in a breach of any provisions provision of its Articles the Futures Broker's certificate of Incorporation or incorporation, by-laws or any agreement, instrument, order, law or regulation binding upon it; andthe Selling Agent. (vd) This Each of the Customer Agreement and the Escrow this Agreement have each has been duly and validly authorized, executed and delivered on behalf of by the Selling Agent, and is this Agreement constitutes a valid valid, binding and binding enforceable agreement of the Selling Agent enforceable against the Selling Agent in accordance with its terms. (be) The Selling Agent agrees thatSince the respective dates as of which information is given in the Registration Statement and the Prospectus, except as specifically set forth hereinmay otherwise be stated in or contemplated by the Registration Statement and the Prospectus, neither there has not been any material adverse change in the Fund nor the General Partner shall be liable for any underwriting compensation in connection with the offer condition, financial or sale of Unitsotherwise, and any compensation payable in respect thereof, except as specifically set forth herein, shall be the sole responsibility business or prospects of the Selling Agent, whether or not arising in the ordinary course of business. (f) In the ordinary course of its business, the Selling Agent is engaged in civil litigation and subject to administrative proceedings. Neither the Selling Agent nor any of its principals have been the subject of any administrative, civil, or criminal actions within the five years preceding the date hereof that would be material to an investor's decision to purchase the Units which are not disclosed in the Prospectus. (g) The execution and delivery of the Customer Agreement and this Agreement, the incurrence of the obligations set forth herein and therein and the consummation of the transactions contemplated herein and therein and in the Prospectus will not constitute a breach of, or default under, any instrument by which the Selling Agent is bound or any order, rule or regulation applicable to the Selling Agent of any court or any governmental body or administrative agency having jurisdiction over the Selling Agent.