1. DUTIES OF THE ADVISOR. (a) Upon the commencement of trading operations by thePartnership and for the period and on the terms and conditions of this Agreement, the Advisor shallhave sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact,for directing the investment and reinvestment of the assets and funds of the Partnership allocatedto it by the General Partner in commodity interests, including commodity futures contracts,options, swaps and forward contracts. All such trading on behalf of the Partnership shall be inaccordance with the trading strategies and trading policies set forth in the Private PlacementMemorandum and Disclosure Document dated September 30, 2005, as supplemented (the “Memorandum”),and as such trading policies may be changed from time to time upon receipt by the Advisor of priorwritten notice of such change and pursuant to the trading strategy selected by CMF to be utilizedby the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’sEnergy Program-Futures and Swaps (the “Program”) to manage the Partnership’s assets allocated toit. Any open positions or other investments at the time of receipt of such notice of a change intrading policy shall not be deemed to violate the changed policy and shall be closed or sold in theordinary course of trading. The Advisor may not deviate from the trading policies set forth in theMemorandum without the prior written consent of the Partnership given by CMF. The Advisor makes norepresentation or warranty that the trading to be directed by it for the Partnership will beprofitable or will not result in losses.          (b) CMF acknowledges receipt of the Advisor’s draft Disclosure Document dated March 31, 2006,as filed with the NFA and the CFTC. All trades made by the Advisor for the account of thePartnership, whether directly or indirectly through the Master Fund, shall be made through suchcommodity broker or brokers as CMF shall direct, and the Advisor shall have no authority orresponsibility for selecting or supervising any such broker in connection with the execution,clearance or confirmation of transactions for the Partnership or for the negotiation of brokeragerates charged therefor. However, the Advisor, with the prior written permission (by eitheroriginal or fax copy) of CMF, may direct all trades in commodity futures and options to a futurescommission merchant or independent floor broker it chooses for execution with instructions togive-up the trades to the broker designated by CMF, provided that the futures commission merchantor independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF.All give-up or similar fees relating to the foregoing shall be paid by the Partnership after allparties have executed the relevant give-up agreements (by either original or fax copy).          (c) The allocation of the Partnership’s assets to the Advisor will be made to the Program. Inthe event the Advisor wishes to use a trading system or methodology other than or in addition tothe system or methodology outlined in the Memorandum in connection with its trading for thePartnership, either in whole or in part, it may not do so unless the Advisor gives CMF priorwritten notice of its intention to utilize such different trading system or methodology and CMFconsents thereto in writing. In addition, the Advisor will provide five days’ prior written noticeto CMF of any change in the trading system or methodology to be utilized for the Partnership whichthe Advisor deems material. If the Advisor deems such change in system or methodology or inmarkets traded to be material, the changed system or methodology or markets traded will not beutilized for the Partnership without the prior written consent of CMF. In addition, the Advisorwill notify CMF of any changes to the trading system or methodology that would require a change inthe description of the trading strategy or methods described in the
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Memorandum. Further, the Advisor will provide the Partnership with a current list of allcommodity interests to be traded for the Partnership’s account and will not trade any additionalcommodity interests for such account without providing notice thereof to CMF and receiving CMF’swritten approval. The Advisor also agrees to provide CMF, on a monthly basis, with a writtenreport of the assets under the Advisor’s management together with all other matters deemed by theAdvisor to be material changes to its business not previously reported to CMF.          (d) The Advisor agrees to make all material disclosures to the Partnership regarding itselfand its principals as defined in Part 4 of the CFTC’s regulations (“principals”), partners,shareholders, directors, officers and employees, their trading performance and general tradingmethods, its customer accounts (but not the identities of or identifying information with respectto its customers) and otherwise as are required in the reasonable judgment of CMF to be made in anyfilings required by Federal or state law or NFA rule or order. Notwithstanding Sections 1(d) and4(d) of this Agreement, the Advisor is not required to disclose the actual trading results ofproprietary accounts of the Advisor or its principals unless CMF reasonably determines that suchdisclosure is required in order to fulfill its fiduciary obligations to the Partnership or thereporting, filing or other obligations imposed on it by Federal or state law or NFA rule or order.The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is aproperty right belonging to the Advisor and that they will keep all such advice confidential.Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietaryinformation with respect to trading systems obtained from the Advisor.          (e) The Advisor understands and agrees that CMF may designate other trading advisors for thePartnership and apportion or reapportion to such other trading advisors the management of an amountof Net Assets (as defined in Section 3(b) hereof) as it shall determine in its absolute discretion.The designation of other trading advisors and the apportionment or reapportionment of Net Assetsto any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement normodify in any regard the respective rights and obligations of the parties hereunder.          (f) CMF may, from time to time, in its absolute discretion, select additional trading advisorsand reapportion funds among the trading advisors for the Partnership as it deems appropriate. CMFshall use its best efforts to make reapportionments, if any, as of the first day of a month. TheAdvisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s solediscretion so that CMF may reallocate the Partnership’s assets, meet margin calls on thePartnership’s account, fund redemptions, or for any other reason, except that CMF will not requirethe liquidation of specific positions by the Advisor. CMF will use its best efforts to give twodays’ prior notice to the Advisor of any reallocations or liquidations.          (g) The Advisor will not be liable for trading losses in the Partnership’s account includinglosses caused by errors; provided, however, that (i) the Advisor will be liable to the Partnershipwith respect to losses incurred due to errors committed or caused by it or any of its principals oremployees in communicating improper trading instructions or orders to any broker on behalf of thePartnership and (ii) the Advisor will be liable to the Partnership with respect to losses incurreddue to errors committed or caused by any executing broker (other than
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any CMF affiliate) selected by the Advisor, (it also being understood that CMF, with theassistance of the Advisor, will first attempt to recover such losses from the executing broker).          2. INDEPENDENCE OF THE ADVISOR. For all purposes herein, the Advisor shall be deemedto be an independent contractor and, unless otherwise expressly provided or authorized, shall haveno authority to act for or represent the Partnership in any way and shall not be deemed an agent,promoter or sponsor of the Partnership, CMF, or any other trading advisor.          3. COMPENSATION. (a) In consideration of and as compensation for all of the servicesto be rendered by the Advisor to the Partnership under this Agreement, the Partnership shall (i)pay the Advisor a monthly fee for professional advisory services equal to 1/6 of 1% (2% per year)of the month-end Net Assets of the Partnership allocated to the Advisor; and (ii) allocate to theAdvisor an annual Profit Share to its capital account in the Partnership equal to 20% of NewTrading Profits (as such term is defined in the Limited Partnership Agreement) earned by theAdvisor for the Partnership during each calendar year in the form of Units; provided, thatin the event that the Limited Partnership Agreement is amended to provide that the Profit Shareallocation shall be made on a quarterly rather than an annual basis, this Section 3(a)(ii) shall bedeemed to be amended accordingly.          (b) “Net Assets” shall have the meaning set forth in Paragraph 7(d)(1) of the LimitedPartnership Agreement dated as of March 25, 2002 and without regard to further amendments thereto,provided that in determining the Net Assets of the Partnership on any date, no adjustment shall bemade to reflect any distributions, redemptions or Profit Share allocable as of the date of suchdetermination.          (c) Monthly Advisory fees shall be paid within twenty (20) business days following the end ofthe period, for which such fee is payable. In the event of the termination of this Agreement as ofany date which shall not be the end of a fiscal year or a calendar month, as the case may be, themonthly Advisory fee shall be prorated to the effective date of termination. If, during any month,the Partnership does not conduct business operations or the Advisor is unable to provide theservices contemplated herein for more than two successive business days, the monthly Advisory feeshall be prorated by the ratio which the number of business days during which CMF conducted thePartnership’s business operations or utilized the Advisor’s services bears in the month to thetotal number of business days in such month.          (d) The provisions of this Paragraph 3 shall survive the termination of this Agreement.          4. RIGHT TO ENGAGE IN OTHER ACTIVITIES. (a) The services provided by the Advisorhereunder are not to be deemed exclusive. CMF on its own behalf and on behalf of the Partnershipacknowledges that, subject to the terms of this Agreement, the Advisor and its officers, directors,employees and shareholder(s), may render advisory, consulting and management services to otherclients and accounts. The Advisor and its officers, directors, employees and shareholder(s) shallbe free to trade for their own accounts and to advise other investors and manage other commodityaccounts during the term of this Agreement and to use the same information, computer programs andtrading strategies, programs or
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formulas which they obtain, produce or utilize in the performance of services to CMF for thePartnership. However, the Advisor represents, warrants and agrees that it believes the renderingof such consulting, advisory and management services to other accounts and entities will notrequire any material change in the Advisor’s basic trading strategies and will not affect thecapacity of the Advisor to continue to render services to CMF for the Partnership of the qualityand nature contemplated by this Agreement.          (b) If, at any time during the term of this Agreement, the Advisor is required to aggregatethe Partnership’s commodity positions with the positions of any other person for purposes ofapplying CFTC- or exchange-imposed speculative position limits, the Advisor agrees that it willpromptly notify CMF in writing if the Partnership’s positions are included in an aggregate amountwhich exceeds the applicable speculative position limit. The Advisor agrees that, if its tradingrecommendations are altered because of the application of any speculative position limits, it willnot modify the trading instructions with respect to the Partnership’s account in such manner as toaffect the Partnership substantially disproportionately as compared with the Advisor’s otheraccounts. The Advisor further represents, warrants and agrees that under no circumstances will itknowingly or deliberately use trading strategies or methods for the Partnership that are inferiorto strategies or methods employed for any other client or account and that it will not knowingly ordeliberately favor any client or account managed by it over any other client or account in anymanner, it being acknowledged, however, that different trading strategies or methods may beutilized for differing sizes of accounts, accounts with different trading policies, accountsexperiencing differing inflows or outflows of equity, accounts which commence trading at differenttimes, accounts which have different portfolios or different fiscal years, accounts utilizingdifferent executing brokers and accounts with other differences, and that such differences maycause divergent trading results.          (c) It is acknowledged that the Advisor and/or its officers, employees, directors andshareholder(s) presently act, and it is agreed that they may continue to act, as advisor for otheraccounts managed by them, and may continue to receive compensation with respect to services forsuch accounts in amounts which may be more or less than the amounts received from the Partnership.          (d) The Advisor agrees that it shall make such information available to CMF respecting theperformance of the Partnership’s account as compared to the performance of other accounts managedby the Advisor or its principals as shall be reasonably requested by CMF. The Advisor presentlybelieves and represents that existing speculative position limits will not materially adverselyaffect its ability to manage the Partnership’s account given the potential size of thePartnership’s account and the Advisor’s and its principals’ current accounts and all proposedaccounts for which they have contracted to act as trading manager.          5. TERM. (a) This Agreement shall continue in effect until June 30, 2006. CMF may,in its sole discretion, renew this Agreement for additional one-year periods upon notice to theAdvisor not less than 30 days prior to the expiration of the previous period. At any time duringthe term of this Agreement, CMF may terminate this Agreement at any month-end upon 30 days’ noticeto the Advisor. At any time during the term of this Agreement, CMF may elect to immediatelyterminate this Agreement upon 30 days’ notice to the Advisor if (i) the Net Asset Value per Unitshall decline as of the close of business on any day to $400 or less; (ii) the
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Net Assets allocated to the Advisor (adjusted for redemptions, distributions, withdrawals orreallocations, if any) decline by 50% or more as of the end of a trading day from such Net Assets’previous highest value; (iii) limited partners owning at least 50% of the outstanding Units shallvote to require CMF to terminate this Agreement; (iv) the Advisor fails to comply with the terms ofthis Agreement; (v) CMF, in good faith, reasonably determines that the performance of the Advisorhas been such that CMF’s fiduciary duties to the Partnership require CMF to terminate thisAgreement; or (vi) CMF reasonably believes that the application of speculative position limits willsubstantially affect the performance of the Partnership. At any time during the term of thisAgreement, CMF may elect immediately to terminate this Agreement if (i) the Advisor merges,consolidates with another entity, sells a substantial portion of its assets, or becomes bankrupt orinsolvent, (ii) A. Anthony Annunziato dies, becomes incapacitated, leaves the employ of theAdvisor, ceases to control the Advisor or is otherwise not managing the trading programs or systemsof the Advisor, or (iii) the Advisor’s registration as a commodity trading advisor with the CFTC orits membership in the NFA or any other regulatory authority, is terminated or suspended. ThisAgreement will immediately terminate upon dissolution of the Partnership or upon cessation oftrading prior to dissolution.          (b) The Advisor may terminate this Agreement by giving not less than 30 days’ notice to CMF(i) in the event that the trading policies of the Partnership as set forth in the Memorandum arechanged in such manner that the Advisor reasonably believes will adversely affect the performanceof its trading strategies; (ii) after June 30, 2006; or (iii) in the event that the General Partneror Partnership fails to comply with the terms of this Agreement. The Advisor may immediatelyterminate this Agreement if CMF’s registration as a commodity pool operator or its membership inthe NFA is terminated or suspended.          (c) Except as otherwise provided in this Agreement, any termination of this Agreement inaccordance with this Paragraph 5 or Paragraph 1(e) shall be without penalty or liability to anyparty, except for any fees due to the Advisor pursuant to Section 3 hereof.          6. INDEMNIFICATION. (a) (i) In any threatened, pending or completed action, suit,or proceeding to which the Advisor was or is a party or is threatened to be made a party arisingout of or in connection with this Agreement or the management of the Partnership’s assets by theAdvisor or the offering and sale of units in the Partnership, CMF shall, subject to subparagraph(a)(iii) of this Paragraph 6, indemnify and hold harmless the Advisor against any loss, liability,damage, cost, expense (including, without limitation, attorneys’ and accountants’ fees), judgmentsand amounts paid in settlement actually and reasonably incurred by it in connection with suchaction, suit, or proceeding if the Advisor acted in good faith and in a manner reasonably believedto be in or not opposed to the best interests of the Partnership, and provided that its conduct didnot constitute negligence, intentional misconduct, or a breach of its fiduciary obligations to thePartnership as a commodity trading advisor, unless and only to the extent that the court oradministrative forum in which such action or suit was brought shall determine upon applicationthat, despite the adjudication of liability but in view of all circumstances of the case, theAdvisor is fairly and reasonably entitled to indemnity for such expenses which such court oradministrative forum shall deem proper; and further provided that no indemnification shall beavailable from the Partnership if such indemnification is prohibited by Section 16 of thePartnership Agreement. The termination of any action, suit or proceeding by judgment, order orsettlement shall not, of itself, create a presumption that the Advisor did not
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act in good faith and in a manner reasonably believed to be in or not opposed to the bestinterests of the Partnership.     (i) Without limiting sub-paragraph (i) above, to the extent that the Advisor has beensuccessful on the merits or otherwise in defense of any action, suit or proceeding referredto in subparagraph (i) above, or in defense of any claim, issue or matter therein, CMF shallindemnify it against the expenses (including, without limitation, attorneys’ andaccountants’ fees) actually and reasonably incurred by it in connection therewith.     (ii) Any indemnification under subparagraph (i) above, unless ordered by a court oradministrative forum, shall be made by CMF only as authorized in the specific case and onlyupon a determination by independent legal counsel in a written opinion that suchindemnification is proper in the circumstances because the Advisor has met the applicablestandard of conduct set forth in subparagraph (i) above. Such independent legal counselshall be selected by CMF in a timely manner, subject to the Advisor’s approval, whichapproval shall not be unreasonably withheld. The Advisor will be deemed to have approvedCMF’s selection unless the Advisor notifies CMF in writing, received by CMF within five daysof CMF’s telecopying to the Advisor of the notice of CMF’s selection, that the Advisor doesnot approve the selection.     (iii) In the event the Advisor is made a party to any claim, dispute or litigation orotherwise incurs any loss or expense as a result of, or in connection with, thePartnership’s or CMF’s activities or claimed activities unrelated to the Advisor, CMF shallindemnify, defend and hold harmless the Advisor against any loss, liability, damage, cost orexpense (including, without limitation, attorneys’ and accountants’ fees) incurred inconnection therewith.     (iv) As used in this Paragraph 6(a), the term “Advisor” shall include the Advisor, itsprincipals, officers, directors, stockholders and employees and the term “CMF” shall includethe Partnership.          (b) (i) The Advisor agrees to indemnify, defend and hold harmless CMF, the Partnership andtheir affiliates against any loss, liability, damage, cost or expense (including, withoutlimitation, attorneys’ and accountants’ fees), judgments and amounts paid in settlement actuallyand reasonably incurred by them (A) as a result of the material breach of any materialrepresentations and warranties made by the Advisor in this Agreement, or (B) as a result of thematerial breach of any material representation, warranty or covenant made by AAA CapitalManagement, Inc. under the Initial Advisory Agreement, or (C) as a result of any act or omission ofthe Advisor or AAA Capital Management, Inc. relating to the Partnership if there has been a finaljudicial or regulatory determination or, in the event of a settlement of any action or proceedingwith the prior written consent of the Advisor or AAA Capital Management, Inc., a written opinion ofan arbitrator pursuant to Paragraph 14 hereof, to the effect that such acts or omissions violatedthe terms of this Agreement in any material respect or involved negligence, bad faith, recklessnessor intentional misconduct on the part of the Advisor or AAA Capital Management Inc. (except asotherwise provided in Section 1(g)).
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     (ii) In the event CMF or the Partnership is made a party to any claim, dispute orlitigation or otherwise incurs any loss or expense as a result of, or in connection with,the activities or claimed activities of the Advisor, AAA Capital Management Inc. or theirprincipals, officers, directors, shareholder(s) or employees unrelated to CMF’s or thePartnership’s business, the Advisor shall indemnify, defend and hold harmless CMF, thePartnership or any of their affiliates against any loss, liability, damage, cost or expense(including, without limitation, attorneys’ and accountants’ fees) incurred in connectiontherewith.          (c) In the event that a person entitled to indemnification under this Paragraph 6 is made aparty to an action, suit or proceeding alleging both matters for which indemnification can be madehereunder and matters for which indemnification may not be made hereunder, such person shall beindemnified only for that portion of the loss, liability, damage, cost or expense incurred in suchaction, suit or proceeding which relates to the matters for which indemnification can be made.          (d) None of the indemnifications contained in this Paragraph 6 shall be applicable withrespect to default judgments, confessions of judgment or settlements entered into by the partyclaiming indemnification without the prior written consent, which shall not be unreasonablywithheld, of the party obligated to indemnify such party.          (e) The provisions of this Paragraph 6 shall survive the termination of this Agreement.          7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.          (a) The Advisor represents and warrants that:     (i) All references to the Advisor and its principals in the Memorandum are accurate inall material respects and as to them the Memorandum does not contain any untrue statement ofa material fact or omit to state a material fact which is necessary to make the statementstherein not misleading, except that with respect to Table B in the Memorandum, thisrepresentation and warranty extends only to the underlying data made available by theAdvisor for the preparation thereof and not to any hypothetical or pro forma adjustments.     (ii) The information with respect to the Advisor set forth in the actual performancetables in the Memorandum is based on all of the customer accounts managed on a discretionarybasis by the Advisor’s principals and/or the Advisor during the period covered by suchtables and required to be disclosed therein.     (iii) The Advisor will be acting as a commodity trading advisor with respect to thePartnership and not as a securities investment adviser and is duly registered with the CFTCas a commodity trading advisor, is a member of the NFA, and is in compliance with such otherregistration and licensing requirements as shall be necessary to enable it to perform itsobligations hereunder, and agrees to maintain and renew such registrations and licensesduring the term of this Agreement.
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     (iv) The Advisor is a limited partnership duly organized, validly existing and in goodstanding under the laws of the State of Texas and has full limited partnership power andauthority to enter into this Agreement and to provide the services required of it hereunder.     (v) The Advisor will not, by acting as a commodity trading advisor to the Partnership,breach or cause to be breached any undertaking, agreement, contract, statute, rule orregulation to which it is a party or by which it is bound.     (vi) This Agreement has been duly and validly authorized, executed and delivered by theAdvisor and is a valid and binding agreement enforceable in accordance with its terms.     (vii) At any time during the term of this Agreement that a memorandum relating to theUnits is required to be delivered in connection with the offer and sale thereof, the Advisoragrees upon the request of CMF to provide the Partnership with such information as shall benecessary so that, as to the Advisor and its principals, such memorandum is accurate.     (viii) In the event that the Advisor forms another commodity pool unrelated to CMF withsubstantially similar investors, whether or not the Advisor terminates this Agreement orcontinues trading for the Partnership, the Advisor shall pay to CMF all expenses incurred byCMF and the Partnership in connection with the organization and offering of the Partnership,including but not limited to attorneys’, accountants’ and filing fees, to the extent thatCMF has not previously been reimbursed by the Partnership.          (ix) The Advisor agrees that it shall be responsible for any liability of AAA CapitalManagement, Inc. that arises under the Initial Advisory Agreement.          (b) CMF represents and warrants for itself and the Partnership that:     (i) The Memorandum (as from time to time amended or supplemented, which amendment orsupplement is approved by the Advisor as to descriptions of itself and its actualperformance) does not contain any untrue statement of a material fact or omit to state amaterial fact which is necessary to make the statements therein not misleading, except thatthe foregoing representation does not apply to any statement or omission concerning theAdvisor in the Memorandum, made in reliance upon, and in conformity with, informationfurnished to CMF by or on behalf of the Advisor expressly for use in the Memorandum (itbeing understood that the hypothetical and pro forma adjustments in Table B were notfurnished by the Advisor).     (ii) It is a limited liability company duly organized, validly existing and in goodstanding under the laws of the State of Delaware and has full limited liability companypower and authority to perform its obligations under this Agreement.     (iii) CMF and the Partnership have the capacity and authority to enter into thisAgreement on behalf of the Partnership.
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     (iv) This Agreement has been duly and validly authorized, executed and delivered onCMF’s and the Partnership’s behalf and is a valid and binding agreement of CMF and thePartnership enforceable in accordance with its terms.     (v) CMF will not, by acting as General Partner to the Partnership and the Partnershipwill not, breach or cause to be breached any undertaking, agreement, contract, statute, ruleor regulation to which it is a party or by which it is bound which would materially limit oraffect the performance of its duties under this Agreement.     (vi) It is registered as a commodity pool operator and is a member of the NFA, and itwill maintain and renew such registration and membership during the term of this Agreement.     (vii) The Partnership is a limited partnership duly organized and validly existingunder the laws of the State of New York and has full limited partnership power and authorityto enter into this Agreement and to perform its obligations under this Agreement.     8. COVENANTS OF THE ADVISOR, CMF AND THE PARTNERSHIP.     (a) The Advisor agrees as follows:     (i) In connection with its activities on behalf of the Partnership, the Advisor willcomply with all applicable rules and regulations of the CFTC, NFA and/or the commodityexchange on which any particular transaction is executed.     (ii) The Advisor will promptly notify CMF of the commencement of any material suit,action or proceeding involving it, whether or not any such suit, action or proceeding alsoinvolves CMF. The Advisor will provide CMF with copies of any correspondence from or to theCFTC, NFA or any commodity exchange in connection with an investigation or audit of theAdvisor’s business activities.     (iii) In the placement of orders for the Partnership’s account and for the accounts ofany other client, the Advisor will utilize a pre-determined, systematic, fair and reasonableorder entry system, which shall, on an overall basis, be no less favorable to thePartnership than to any other account managed by the Advisor. The Advisor acknowledges itsobligation to review the Partnership’s positions, prices and equity in the account managedby the Advisor daily and within two business days to notify, in writing, the broker and CMFand the Partnership’s brokers of (i) any error committed by the Advisor or its principals oremployees; (ii) any trade which the Advisor believes was not executed in accordance with itsinstructions; and (iii) any discrepancy with a value of $10,000 or more (due to differencesin the positions, prices or equity in the account) between its records and the informationreported on the account’s daily and monthly broker statements.     (iv) The Advisor will maintain a net worth of not less than $1,000,000 during the termof this Agreement.
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     (v) The Advisor will make no representations, other than those contained in theMemorandum, to investors or prospective investors in the Partnership with respect to theoffering and sale of Units in the Partnership without the prior written approval of CMF.     (b) CMF agrees for itself and the Partnership that:     (i) CMF and the Partnership will comply with all applicable rules and regulations ofthe CFTC and/or the commodity exchange on which any particular transaction is executed.     (ii) CMF will promptly notify the Advisor of the commencement of any material suit,action or proceeding involving it or the Partnership, whether or not such suit, action orproceeding also involves the Advisor.     (iii) CMF will be responsible for compliance with the USA Patriot Act and related anti-moneylaundering regulations with respect to the Partnership and its limited partners.     9. COMPLETE AGREEMENT. This Agreement constitutes the entire agreement between theparties pertaining to the subject matter hereof.     10. ASSIGNMENT. This Agreement may not be assigned by any party without the expresswritten consent of the other parties.     11. AMENDMENT. This Agreement may not be amended except by the written consent of theparties.     12. NOTICES. All notices, demands or requests required to be made or delivered underthis Agreement shall be in writing and delivered personally or by registered or certified mail orexpedited courier, return receipt requested, postage prepaid, to the addresses below or to suchother addresses as may be designated by the party entitled to receive the same by notice similarlygiven:
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If to CMF:Citigroup Managed Futures LLC