Common use of Representations of Advisor Clause in Contracts

Representations of Advisor. (1) The Advisor is registered as an investment adviser under the Investment Advisers Act. (2) The Advisor has filed a notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the National Futures Association. (3) The Advisor is a limited liability company organized and validly existing under the laws of the state of California with the power to own and possess its assets and carry on its business as it is now being conducted. (4) The execution, delivery and performance by the Advisor of this Agreement are within the Advisor’s powers and have been duly authorized by all necessary action on the part of its shareholders, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Advisor for the execution, delivery and performance by the Advisor of this Agreement, and the execution, delivery and performance by the Advisor of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisor’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Advisor. (5) This Agreement is a valid and binding agreement of the Advisor. (6) The Form ADV of the Advisor previously provided to the Sub-Advisor is a true and complete copy of the form filed with the Securities and Exchange Commission and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (7) The Advisor acknowledges that it received a copy of the Sub-Advisor’s Form ADV at least 48 hours prior to the execution of this Agreement.

Representations of Advisor. (1) The Advisor is registered as an investment adviser under the Investment Advisers Act. (2) The Advisor has filed a notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the National Futures Association. (3) The Advisor is a limited liability company organized and validly existing under the laws of the state of California with the power to own and possess its assets and carry on its business as it is now being conducted. (4) The execution, delivery and performance by the Advisor of this Agreement are within the Advisor’s powers and have been duly authorized by all necessary action on the part of its shareholders, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Advisor for the execution, delivery and performance by the Advisor of this Agreement, and the execution, delivery and performance by the Advisor of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisor’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Advisor. (5) This Agreement is a valid and binding agreement of the Advisor. (6) The Form ADV of the Advisor previously provided to the Sub-Advisor is a true and complete copy of the form filed with the Securities and Exchange Commission and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;. (7) The Advisor acknowledges that it received a copy of the Sub-Advisor’s Form ADV at least 48 hours prior to the execution of this Agreement.