have sole authority and responsibility, as one of the Partnership’sagents and attorneys-in-fact, for directing the investment and reinvestment of the assets and fundsof the Partnership allocated to it by SBFM in commodity interests, including commodity futurescontracts, options and forward contracts and physicals. The Advisor will not be allocated notionalfunds. All such trading on behalf of the Partnership shall be in accordance with the tradingstrategies and trading policies set forth in the Partnership’s prospectus and/or private placementmemoranda dated as of May 30, 1997, amended as of August 31, 1998, June 1, 1999, and to be amendedon or about May 1, 2000 (as supplemented and collectively, the “Prospectus”), and as such tradingpolicies may be changed from time to time upon receipt by the Advisor of prior written notice ofsuch change. Any open positions or other investments at the time of receipt of such notice shallnot be deemed to violate the changed policy and shall be closed or sold in the ordinary course oftrading. The Advisor may not deviate from the trading policies set forth in the Prospectus withoutthe prior written consent of the Partnership given by SBFM. The Advisor makes no representation orwarranty that the trading to be directed by it for the Partnership will be profitable or will notincur losses.     (b) SBFM acknowledges receipt of the Advisor’s Disclosure Document dated June 30, 1999, asamended on October 13, 1999 and November 5, 1999 (the “Disclosure Document”). All trades made bythe Advisor for the account of the Partnership shall be made through such commodity broker orbrokers as SBFM shall direct, and the Advisor shall have no authority or responsibility forselecting or supervising any such broker in connection with the clearance or confirmation oftransactions for the Partnership or for the negotiation of brokerage rates charged therefor. SBFMshall also direct the Advisor in writing on Appendix A to this Agreement (which may be revised bySBFM from time to time) to direct trades in commodity futures and options to such independent floorbrokers as SBFM may determine as agent for Salomon Smith Barney Inc. for execution withinstructions to give-up the trades to the broker designated by SBFM. The Partnership’s futurescommission merchant is SalomonSmith Barney Inc. All give-up or similar fees relating to the foregoing shall be paid by thePartnership after all parties have executed the relevant give-up agreement. The terms of thisSection 1(b) shall supersede any inconsistent terms in the give-up agreement. The Partnership’sfutures commission merchant will provide copies of all brokerage statements to the Advisor.     (c) The allocation of the Partnership’s assets to the Advisor, effective March 1, 2000, willbe made to the JWH Strategic Allocation Program (the “Program”). In the event the Advisor wishesto use a trading system or methodology other than or in addition to the systems or methodologiesoutlined in the Prospectus in connection with its trading for the Partnership, either in whole orin part, it may not do so unless the Advisor gives SBFM prior written notice of its intention toutilize such
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different trading system or methodology and SBFM consents thereto in writing. SBFMmay add programs other than the Strategic Allocation Program, or delete the Strategic AllocationProgram, only upon agreement with the Advisor. In addition, the Advisor will provide five days’prior written notice to SBFM of any change in a trading system or methodology to be utilized forthe Partnership which the Advisor deems material. If the Advisor deems such change in system ormethodology to be material, the changed system or methodology will not be utilized for thePartnership without the prior written consent of SBFM. Changes in contracts traded or in theleverage employed shall not be deemed to be material and no prior notice or consent shall berequired. The Advisor also agrees to provide SBFM, upon request, with a written report of theassets under the Advisor’s management together with all other matters deemed by the Advisor to bematerial changes to its business not previously reported to SBFM.     (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”), shareholders,directors, officers and employees, their trading performance and general trading methods, itscustomer accounts (but not the identities of or identifying information with respect to itscustomers) and otherwise as are required in the reasonable judgment of SBFM 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 SBFM determines that such disclosureis 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 SBFM 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, SBFM agrees to treat as confidential any results of proprietary accounts and/orproprietary information with respect to trading systems obtained from the Advisor. Nothingcontained in this Agreement shall be deemed or construed to require the Advisor to disclose anyconfidential or proprietary details of the Advisor’s trading strategies or the names or identitiesof the Advisor’s clients.     (e) The Advisor understands and agrees that SBFM may designate other trading advisors(although SBFM has no present intention to do so) for the Partnership and to apportion orreapportion to such other trading advisors the management of an amount of Net Assets (as defined inSection 3(b) hereof) as it shall determine in its absolute discretion. The designation of othertrading advisors and the apportionment or reapportionment of Net Assets to any such tradingadvisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regardthe respective rights and obligations of the parties
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hereunder. In the event SBFM appoints anadditional advisor for the Partnership, SBFM will change the Partnership’s name to another namewhich will not include the term “Westport.”     (f) SBFM may, from time to time, in its absolute discretion, select additional tradingadvisors and reapportion funds among the trading advisors for the Partnership as it deemsappropriate (although SBFM has no present intention to do so). SBFM shall use its best efforts tomake reapportionments, if any, as of the first day of a month. The Advisor agrees that it may becalled upon at any time promptly to liquidate positions in SBFM’s sole discretion so that SBFM mayreallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fundredemptions, or for any other reason, except that SBFM will not require the liquidation of specificpositions by the Advisor. The Advisor shall not be responsible for the effects of suchliquidations ordered by SBFM. SBFM will use its best efforts to give three days’ prior notice tothe Advisor of any additions, redemptions, reallocations or liquidations and will use its bestefforts to effect such reallocation or liquidation only at month-end. Additions and redemptionswill be made only at month-end.     (g) The Advisor will not be liable for trading losses in the Partnership’s account includinglosses caused by errors; provided, however, that the Advisor will be liable to the Partnership withrespect 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.     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, SBFM, or any other trading advisor or to be establishing apartnership or joint venture with any of the foregoing. The Advisor shall not be responsible tothe Partnership, its general partner or any limited partners for any acts or omissions of any othertrading advisor acting as an advisor to the Partnership.     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 paythe Advisor (i) an incentive fee payable quarterly equal to 15% of New Trading Profits (as suchterm is defined below) earned by the Advisor for the Partnership and (ii) a monthly fee forprofessional management services equal to 1/3 of 1% (4% per year) of the month-end Net Assets ofthe Partnership allocated to the Advisor.
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     (b) “Net Assets” shall have the meaning set forth in Paragraph 7(d)(1) of the LimitedPartnership Agreement dated as of March 21, 1997 and without regard to amendments thereto (and asset forth in Appendix A hereto), provided that in determining the Net Assets of the Partnership onany date, no adjustment shall be made to reflect any distributions, redemptions, management feespayable, or incentive fees payable as of the date of such determination.     (c) “New Trading Profits” shall mean the excess, if any, of Net Assets managed by the Advisorat the end of the fiscal period over Net Assets managed by the Advisor at the end of the highestprevious fiscal period or Net Assets allocated to the Advisor at the date trading commences,whichever is higher, and as further adjusted to eliminate the effect on Net Assets resulting fromnew capital contributions, redemptions, reallocations or capital distributions, if any, made duringthefiscal period decreased by interest or other income, not directly related to trading activity,earned on the Partnership’s assets during the fiscal period, whether the assets are held separatelyor in margin accounts. Interest income earned, if any, will not be taken into account in computingNew Trading Profits earned by the Advisor. If Net Assets allocated to the Advisor are reduced dueto redemptions, reallocations or distributions (net of additions), there will be a correspondingproportional reduction in the related loss carryforward amount that must be recouped before theAdvisor is eligible to receive another incentive fee.     (d) Quarterly incentive fees and monthly management fees shall be paid within twenty (20)business days following the end of the period, as the case may be, for which such fee is payable.In the event of a redemption, reallocation or distribution (net of additions) or the termination ofthis Agreement as of any date which shall not be the end of a calendar quarter or a calendar month,as the case may be, the quarterly incentive fee shall be computed and paid as if the effective dateof the redemption, reallocation, distribution or termination were the last day of the then currentquarter and the monthly management 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 toprovide the services contemplated herein for more than two successive business days, the monthlymanagement fee shall be prorated by the ratio which the number of business days during which SBFMconducted the Partnership’s business operations or utilized the Advisor’s services bears in themonth to the total number of business days in such month, it being acknowledged that under theAdvisor’s trading programs there will be periods when no open positions will be maintained for thePartnership.     (e) The provisions of this Paragraph 3 shall survive the termination of this Agreement.
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     4. RIGHT TO ENGAGE IN OTHER ACTIVITIES. (a) The services provided by the Advisorhereunder are not to be deemed exclusive. SBFM 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 ofthis Agreement and to use the same or different information, computer programs and tradingstrategies, programs or formulas which they obtain, produce or utilize in the performance ofservices to SBFM for the Partnership. However, the Advisor represents, warrants and agrees that itbelieves that the rendering of such consulting, advisory and management services to other accountsand entities will not require any material change in the Advisor’s basic trading strategies andwill not affect the capacity of the Advisor to continue to render services to SBFM for thePartnership of the quality and 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 SBFM if the Partnership’s positions are included in an aggregate amount whichexceeds 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 trading that program. The Advisor further represents, warrants and agrees that under nocircumstances will it knowingly or deliberately use trading strategies or methods for thePartnership that are inferior to strategies or methods employed for any other client or account andthat it will not knowingly or deliberately favor any client or account managed by it over any otherclient or account in any manner, it being acknowledged, however, that the Advisor offers tendifferent trading programs, and that different trading strategies or methods may be utilized fordiffering sizes of accounts, accounts with different trading policies, fees, commissions or levelsof diversification, accounts experiencing differing inflows or outflows of equity, accounts whichcommence trading at different times, accounts which have different portfolios or different fiscalyears, accounts utilizing different executing brokers and accounts with other differences, and thatsuch differences may cause divergent trading results.     (c) It is acknowledged that the Advisor and/or its officers, employees, directors andshareholder(s) presently act,
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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 inamounts 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 SBFM 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 SBFM, provided that in noevent shall the Advisor be required to disclose the identity of its customers. The Advisorpresently believes and represents that existing speculative position limits will not materiallyadversely affect 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, 2000. SBFM 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, SBFM may terminate this Agreement at any month-end upon 30 days’ noticeto the Advisor. At any time during the term of this Agreement, SBFM may elect to immediatelyterminate this Agreement if (i) the Net Asset Value per Unit (as that term is defined in Section7(d)(2) of the Limited Partnership Agreement) shall decline as of the close of business on any dayto $400 or less; (ii) the Net Assets allocated to the Advisor (adjusted for redemptions,distributions, withdrawals or reallocations, if any) decline by 50% or more as of the end of atrading day from such Net Assets’ previous highest value; (iii) limited partners owning more than50% of the outstanding Units shall vote to require SBFM to terminate this Agreement; (iv) theAdvisor fails to comply with the terms of this Agreement as to any material term; (v) SBFM, in goodfaith, upon due consideration by its board of directors, reasonably determines that the performanceof the Advisor has been such that SBFM’s fiduciary duties to the Partnership require SBFM toterminate this Agreement; or (vi) SBFM reasonably believes that the application of speculativeposition limits will substantially adversely affect the performance of the Partnership. At anytime during the term of this Agreement, SBFM may elect immediately to terminate this Agreement if(i) the Advisor merges, consolidates with another entity not controlled by John W. Henry, sells asubstantial portion of its assets to an entity not controlled by John W. Henry, or becomes bankruptor insolvent, (ii) John W. Henrydies, becomes incapacitated, leaves the employ of the Advisor, ceases to control the Advisor or isotherwise not managing the trading programs or systems of the Advisor, or (iii) the Advisor’sregistration as a commodity trading advisor with the CFTC or its membership in the NFA or any otherregulatory authority, is
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terminated or suspended. This Agreement will immediately terminate upondissolution of the Partnership or upon cessation of trading prior to dissolution. In the eventSBFM terminates this Agreement, SBFM will change the Partnership’s name to another name which willnot include the term “Westport.”     (b) The Advisor may terminate this Agreement by giving not less than 30 days’ notice to SBFM.The Advisor may immediately terminate this Agreement (i) if SBFM’s registration as a commodity pooloperator or its membership in the NFA is terminated or suspended; (ii) if SBFM withholds itsconsent to a change in the Advisor’s program specified in Section 1(c) of this Agreement; or (iii)if SBFM requires the Advisor to liquidate positions pursuant to section 1(f) hereof.     (c) Except as otherwise provided in this Agreement, any termination of this Agreement inaccordance with this Paragraph 5 shall be without penalty or liability to any party.     6. INDEMNIFICATION. (a)(i) In any threatened, pending or completed action, suit, orproceeding to which the Advisor was or is a party or is threatened to be made a party arising outof or in connection with this Agreement, the sale of Units of the Partnership or the management ofthe Partnership’s assets, SBFM shall, subject to subparagraph (a)(iv) of this Paragraph 6,indemnify and hold harmless the Advisor against any loss, liability, damage, cost, expense(including, without limitation, attorneys’ and accountants’ fees), judgments and amounts paid insettlement actually and reasonably incurred by it in connection with such action, suit, orproceeding if the Advisor acted in good faith and in a manner reasonably believed to be in or notopposed to the best interests of the Partnership, and provided that its conduct did not constitutenegligence, intentional misconduct, or a breach of its fiduciary obligations to the Partnership asa commodity trading advisor in accordance with applicable law, unless and only to the extent thatthe court or administrative forum in which such action or suit was brought shall determine uponapplication that, despite the adjudication of liability but in view of all circumstances of thecase, the Advisor is fairly and reasonably entitled to indemnity for such expenses which such courtor administrativeforum shall deem proper; and further provided that no indemnification shall be available from thePartnership if such indemnification is prohibited by Section 16 of the Partnership Agreement. Thetermination of any action, suit or proceeding by judgment, order or settlement shall not, ofitself, create a presumption that the Advisor did not act in good faith and in a manner reasonablybelieved to be in or not opposed to the best interests of the Partnership.     (ii) The Advisor will not be liable to the Partnership, SBFM, their principals, officers,directors shareholders, partners or employees except by reason of acts constituting willfulmalfeasance or negligence as to its duties
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under this Agreement. The foregoing sentence shall notapply to the breach of any representation, warranty or covenant contained herein or to theprovisions of subparagraph 1(g) of this Agreement.     (iii) 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 referred to insubparagraph (i) above, or in defense of any claim, issue or matter therein, SBFM shall indemnifyit against the expenses (including, without limitation, attorneys’ and accountants’ fees) actuallyand reasonably incurred by it in connection therewith.     (iv) Any indemnification under subparagraph (i) above, unless ordered by a court oradministrative forum, shall be made by SBFM only as authorized in the specific case and only upon adetermination by independent legal counsel in a written opinion that such indemnification is properin the circumstances because the Advisor has met the applicable standard of conduct set forth insubparagraph (i) above. Such independent legal counsel shall be selected by SBFM in a timelymanner, subject to the Advisor’s approval, which approval shall not be unreasonably withheld. TheAdvisor will be deemed to have approved SBFM’s selection unless the Advisor notifies SBFM inwriting, received by SBFM within five days of SBFM’s telecopying to the Advisor of the notice ofSBFM’s selection, that the Advisor does not approve the selection.     (v) In the event the Advisor is made a party to any claim, dispute or litigation or otherwiseincurs any loss or expense as a result of, or in connection with, the Partnership’s or SBFM’sactivities or claimed activities unrelated to the Advisor, SBFM shall indemnify, defend and holdharmless theAdvisor against any loss, liability, damage, cost or expense (including, without limitation,attorneys’ and accountants’ fees) incurred in connection therewith.     (vi) As used in this Paragraph 6(a), the terms “Advisor” shall include the Advisor, itsprincipals, officers, directors, stockholders and employees and the term “SBFM” shall include thePartnership.     (b)(i) The Advisor agrees to indemnify, defend and hold harmless SBFM, 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 any actor omission of the Advisor relating to the Partnership, if there has been a final judicial orregulatory determination or, in the event of a settlement of any action or proceeding with theprior written consent of the Advisor, a written opinion of an arbitrator
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pursuant to Paragraph 14hereof, to the effect that such acts or omissions violated the terms of this Agreement in anymaterial respect or involved negligence, intentional misconduct, or a breach of its fiduciaryobligations established under applicable law on the part of the Advisor (except as otherwiseprovided in Section 1(g).     (ii) In the event SBFM, the Partnership or any of their affiliates is made a party to anyclaim, dispute or litigation or otherwise incurs any loss or expense as a result of, or inconnection with, the activities or claimed activities of the Advisor or its principals, officers,directors, shareholder(s) or employees unrelated to SBFM’s or the Partnership’s business, theAdvisor shall indemnify, defend and hold harmless SBFM, the Partnership or any of their affiliatesagainst any loss, liability, damage, cost or expense (including, without limitation, attorneys’ andaccountants’ fees) incurred in connection therewith.     (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 orproceeding 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 Prospectus are accurate in allmaterial respects and as to them the Prospectus does not contain any untrue statement of a materialfact or omit to state a material fact which is necessary to make the statements therein notmisleading, except that with respect to the Individual and Composite Pro Forma Performance of theAdvisor’s tables, this representation and warranty extends only to underlying data made availableby the Advisor for the preparation thereof. All references to the Advisor and its principals inthe Prospectus will, after review and approval of such references by the Advisor in writing priorto the use of
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such Prospectus in connection with the offering of the Partnership’s units, beaccurate in all material respects.     (ii) The information with respect to the Advisor set forth in the actual performance tables inthe Prospectus is based on all of the customer accounts managed on a discretionary basis by theAdvisor’s principals and/or the Advisor during the period covered by such tables and required to bedisclosed 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 CFTC as acommodity 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 licenses during theterm of this Agreement.     (iv) The Advisor is a corporation duly organized, validly existing and in good standing underthe laws of the State of Florida and has full power and authority to enter into this Agreement andto provide the services required of it hereunder.     (v) The Advisor will not, by acting as a commodity trading advisor to the Partnership, breachor cause to be breached any undertaking, agreement, contract, statute, rule or regulation to whichit 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 prospectus relating to the Units isrequired to be delivered in connection with the offer and sale thereof, the Advisor agrees upon therequest of SBFM to provide the Partnership with such information as shall be necessary so that, asto the Advisor and its principals, such prospectus is accurate.     (b) SBFM represents and warrants for itself and the Partnership that:     (i) The Prospectus (as from time to time amended or supplemented, which amendment orsupplement is approved by the Advisor as to descriptions of itself and its actual performance) doesnot contain any untrue statement of a material fact or omit to state a material fact which isnecessary to make the statements therein not misleading, except that the foregoing representationdoes not apply to any statement or omission concerning the Advisor in the Prospectus, made inreliance upon, and in conformity with, information furnished to SBFM by or on behalf of the Advisorexpressly for use in the Prospectus.
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     (ii) It is a limited liability company duly organized, validly existing and in good standingunder the laws of the State of Delaware and has full power and authority to perform its obligationsunder this Agreement.     (iii) SBFM and the Partnership have the capacity and authority to enter into this Agreement onbehalf of the Partnership.     (iv) This Agreement has been duly and validly authorized, executed and delivered on SBFM’s andthe Partnership’s behalf and is a valid and binding agreement of SBFM and the Partnershipenforceable in accordance with its terms.     (v) SBFM will not, by acting as General Partner to the Partnership and the Partnership willnot, 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 which would materially limit or affectthe performance of its duties under this Agreement.     (vi) It is registered as a commodity pool operator and is a member of the NFA, and it willmaintain and renew such registration and membership during the term of this Agreement.     (vii) The Partnership is a limited partnership duly organized and validly existing under thelaws of the State of New York and has full power and authority to enter into this Agreement and toperform its obligations under this Agreement.     (viii) SBFM and the Partnership agree that John W. Henry shall have no liability to thePartnership or SBFM under this Agreement or in connection with the transactions contemplated hereinexcept for fraud and willful misconduct by John W. Henry.     8. COVENANTS OF THE ADVISOR, SBFM AND THE PARTNERSHIP.     (a) The Advisor agrees as follows:     (i) In connection with its activities on behalf of the Partnership, the Advisor will complywith all applicable rules and regulations of the CFTC and/or the commodity exchange on which anyparticular transaction is executed.     (ii) The Advisor will promptly notify SBFM of the commencement of any material suit, action orproceeding involving it, whether or not any such suit, action or proceeding also involves SBFM.     (iii) In the placement of orders for the Partnership’s account and for the accounts of anyother client, the Advisor will utilize a pre-determined, systematic, fair and reasonable orderentry system, which shall, on an overall basis, be no less
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favorable to the Partnership than to any other account managed by the Advisor. The Advisoracknowledges its obligation to review the Partnership’s positions, prices and equity in the accountmanaged by the Advisor daily and promptly to notify, in writing, the broker and SBFM and thePartnership’s broker of (i) any error committed by the Advisor or its principals or employees; and(ii) any trade which the Advisor believes was not executed in accordance with its instructions.     (iv) The Advisor shall, upon written demand of SBFM related to a possible claim arising underSection 6(b)(i) or (ii) hereof, maintain a net worth of not less than $4,000,000.     (b) SBFM agrees for itself and the Partnership that:     (i) SBFM and the Partnership will comply with all applicable rules and regulations of the CFTCand/or the commodity exchange on which any particular transaction is executed.     (ii) SBFM will promptly notify the Advisor of the commencement of any material suit, action orproceeding involving it or the Partnership, whether or not such suit, action or proceeding alsoinvolves the Advisor.     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 ofthe parties.     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 SBFM:Smith Barney Futures Management LLC