Common use of Representations and Warranties of the Subadviser Clause in Contracts

Representations and Warranties of the Subadviser. 8.1 The Subadviser represents and warrants to the Sub-Subadviser that: (A) it is validly existing, duly empowered and authorised to execute, deliver and perform this Agreement for the Fund and itself and to give effect to the transactions contemplated hereby; (B) this Agreement is binding upon it and enforceable in accordance with its terms except insofar as enforcement may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors’ rights or general principles of equity; (C) it has complied with and will continue to comply with all laws, rules and regulations or court and governmental orders by which it is bound or to which it is subject in connection with the execution and performance of this Agreement; (D) to its knowledge, all of the assets comprising the Portfolio shall be owned by the Fund, or any wholly-owned or partially-owned subsidiary of the Fund or other vehicle or arrangement, free of lien and encumbrance and no other person shall have any interest in any of the assets of the Portfolio save as otherwise provided in the Subadvisory Agreement, this Agreement, in the agreements appointing approved counterparties and/or custodians (copies of each of which shall have been provided to the Sub-Subadviser, where practicable) or as notified by the Subadviser from time to time; (E) it is duly registered with the SEC as an investment adviser under the Advisers Act, is registered with the CFTC as a commodity pool operator and a commodity trading advisor and is in compliance with such other registration and licensing requirements as shall be necessary to enable it to perform its obligations hereunder, and it agrees to maintain or procure the maintenance of, as appropriate, and renew or procure the renewal of, as appropriate, such registrations and licences if required during the term of this Agreement; (F) it, as the general partner of SILP, is regulated by the JFSC for the conduct of the relevant classes of fund services business under the Financial Services (Jersey) Law 1998 and is in compliance with the applicable codes of practice; (G) to the extent applicable, the Fund is a “qualified eligible person” (as defined in CFTC Reg. § 4.7) and consents to the Sub-Investment Manager treating its account as an exempt account; and (H) to its knowledge and where applicable, the Fund is an “eligible contract participant” (as defined in Section 1(a)(18) of the United States Commodity Exchange Act, as amended (the “CEA”)).