ms18467140-ex10_05.htm


    Exhibit
10.05

     

    MANAGEMENT
AGREEMENT

     

    THIS
AGREEMENT, made as of the 1st day
of March, 2010 among MORGAN STANLEY SMITH BARNEY SPECTRUM STRATEGIC L.P., a
Delaware limited partnership (the “Partnership”), DEMETER MANAGEMENT LLC, a
Delaware limited liability company (the “General Partner”), and DKR FUSION
MANAGEMENT L.P., a Delaware limited partnership (the “Trading
Advisor”).

     

    W I T N E S S E T
H:

     

    WHEREAS,
the Partnership has been organized pursuant to the Amended and Restated Limited
Partnership Agreement dated as of April 2, 2007, as may be amended from time to
time, (the “Limited Partnership Agreement”), to trade, buy, sell, spread, or
otherwise acquire, hold, or dispose of commodities (which may include foreign
currencies, mortgage-backed securities, money market instruments, financial
instruments and any other securities or items which are now, or may hereafter
be, the subject of futures contract trading), domestic and foreign commodity
futures contracts, commodity forward contracts, foreign exchange commitments,
options on physical commodities and on futures contracts, spot (cash)
commodities and currencies, and any rights pertaining thereto (hereinafter
referred to collectively as “futures interests”) and securities (such as United
States Treasury bills) approved by the Commodity Futures Trading Commission (the
“CFTC”) for investment of customer funds and to engage in all activities
incident thereto;

     

    WHEREAS,
the Partnership previously offered and sold units of limited partnership
interest (“Units”) pursuant to a Registration Statement on Form S-1 (as it may
be amended from time to time, the “Registration Statement”) filed under the
Securities Act of 1933, as amended (the “Securities Act”), and a final
prospectus constituting a part thereof dated May 1, 2008 (the
“Prospectus”);

     

    WHEREAS,
the principals of the Trading Advisor have extensive experience trading in
futures interests and the Trading Advisor is willing to provide the services and
undertake the obligations as set forth herein;

     

    WHEREAS,
the Partnership and the General Partner each desires the Trading Advisor to act
as a trading advisor for the Partnership and to make investment decisions with
respect to futures interests for its allocated portion of the Partnership’s Net
Assets (as defined in Section 7(d)(1) of the Limited Partnership Agreement)
and the Trading Advisor desires so to act; and

     

    WHEREAS,
the Partnership, the General Partner and the Trading Advisor wish to enter into
this Management Agreement which, among other things, sets forth certain terms
and conditions upon which the Trading Advisor will conduct a portion of the
Partnership’s futures interests trading for the Partnership;

     

    NOW
THEREFORE, the parties hereto hereby agree as follows:

     

    
      	
               
      

            	
              1.

            	
              Undertakings of the
      Trading Advisor.

            


    

     

    (a)           The
Trading Advisor agrees to make all disclosures regarding itself, its principals
and affiliates, its trading performance, its trading programs, systems, methods,
and strategies (subject to the need, in the reasonable discretion of the Trading
Advisor, to preserve the secrecy of Proprietary Information (as defined in
Section 1(b) hereof) concerning such programs, systems, methods, and
strategies), any client accounts over which it has discretionary trading
authority (other than the names of or identifying information with respect to
any such clients), and otherwise, as the General Partner may reasonably require
to fulfill its due diligence obligations, to provide any necessary disclosures
to investors and to comply with any applicable federal or state law or rule or
regulation, including those of the Securities and Exchange Commission (the
“SEC”), the CFTC, the National Futures Association (the “NFA”), the Financial
Industry Regulatory Authority (the “FINRA”) or any other regulatory or
self-regulatory body, exchange, or board.  As used herein, the term
“principal” shall have the meaning as defined in Rule 3.1(a) of the CFTC’s
Regulations and the term “affiliate” shall mean any individual or entity that
directly or indirectly controls, is controlled by, or is under common control
with, the Trading Advisor.

     

    (b)           For
purposes of this Agreement, and notwithstanding any of the provisions hereof,
all non-public information relating to the Trading Advisor including, but not
limited to, records, whether original, duplicated, computerized, handwritten, or
in any other form, and information contained therein, business and/or marketing
and/or sales plans and proposals, names of past and current clients, names of
past, current and prospective contacts, trading methodologies, systems,
strategies and programs, trading advice, trading instructions, results of
proprietary accounts, training materials, research data bases, portfolios, and
computer software, and all written and oral information, furnished by the
Trading Advisor to the Partnership, the General Partner and/or their officers,
directors, employees, agents (including, but not limited to, attorneys,
accountants, consultants, and financial advisors) or controlling persons (each a
“Recipient”), regardless of the manner in which it is furnished, together with
any analysis, compilations, studies or other documents or records which are
prepared by a Recipient of such information and which contain or are generated
from such information, regardless of whether explicitly identified as
confidential, with the exception of information which (i) is or becomes
generally available to the public other than as a result of acts by the
Recipient in violation of this Agreement, (ii) is in the possession of the
Recipient prior to its disclosure pursuant to the terms hereof, (iii) is or
becomes available to the Recipient from a source that is not bound by a
confidentiality agreement with regard to such information or by any other legal
obligation of confidentiality prohibiting such disclosure, or (iv) that is
independently developed by the Recipient without use of the confidential
information described in this Section 1(b), are and shall be confidential
information and/or trade secrets and the exclusive property of the Trading
Advisor (“Confidential Information” and/or “Proprietary
Information”).

     

    (c)           The
Partnership and the General Partner each warrants and agrees that they and their
respective officers, directors, employees and agents (including for purposes of
this Agreement, but not limited to, attorneys, accountants, consultants, and
financial advisors) will protect and preserve the Confidential Information and
will disclose Confidential Information or otherwise make Confidential
Information available only to the Partnership’s or the General Partner’s
officers, directors, employees and agents (including for purposes of this
Agreement, but not limited to, attorneys, accountants, consultants, and
financial advisors), who need to know the Confidential Information (or any part
of it) for the purpose of satisfying their fiduciary, legal, reporting, filing
or other obligations hereunder or to monitor performance in the account during
the term of this Agreement or thereafter, or to the Partnership, General Partner
or a Recipient, as the case may be, is required to disclose such Confidential
Information due to a fiduciary obligation or legal or regulatory
request.  Additionally, the Partnership and the General Partner each
warrants and agrees that it and any Recipient will use the Confidential
Information solely for the purpose of satisfying the Partnership’s or the
General Partner’s obligations under this Agreement and not in a manner which
violates the terms of this Agreement.  Without limiting the generality
of the foregoing, each of the General Partner and the Partnership hereby agrees
that it shall not disclose Confidential Information to any affiliates, employees
or agents that are responsible for trading futures interests in a trading
strategy substantially similar to the Trading Advisor’s Trading Program (as
defined in Section 2(a) hereof) for the Partnership’s Net Assets allocated to
the Trading Advisor, except to satisfy its fiduciary, legal, reporting, filing
or other obligations hereunder or to monitor performance in the account during
the term of this Agreement and further to the extent necessary to satisfy its
obligations under other agreements among the parties to this
Agreement.

     

    
      	
               
      

            	
              2.

            	
              Duties of the Trading
      Advisor.

            


    

     

    (a)           Upon
the commencement of trading operations on or about March 1, 2010 by the Trading
Advisor on behalf of the Partnership, the Trading Advisor hereby agrees to act
as a Trading Advisor for the Partnership and, as such, shall have sole authority
and responsibility for directing the investment and reinvestment of its
allocated portion of the Net Assets of the Partnership which initially shall be
traded pursuant to its Quantitative Strategies 2X Program as described in the
written materials provided to the General Partner, including the DKR Fusion
Quantitative Strategies 2X Fund Ltd. Confidential Memorandum dated as of
February (the "Disclosure Documents") (with the acknowledgment from the parties
hereto, that from time to time, the performance and portfolio of the account
traded on behalf of the Partnership may differ from that of the
Quantitative Strategies 2X Program as agreed to by the General Partner and the
Trading Advisor), and may be subsequently traded pursuant to such other of the
Trading Advisor’s programs described in the Disclosure Document as agreed to by
the General Partner and the Trading Advisor (with such changes and additions to
such trading programs as the Trading Advisor, from time to time, incorporates
into its trading program(s) for accounts the size of the Partnership and for
trades that are permitted for the Partnership), (collectively, the “Trading
Program”) on the terms and conditions and in accordance with the prohibitions
and trading policies set forth in Exhibit A hereto, the Limited Partnership
Agreement and as otherwise provided in writing to the Trading Advisor; provided, however, that the
General Partner may override the instructions of the Trading Advisor without
notice to the Trading Advisor to the extent necessary (i) to comply with
the trading policies of the Partnership, as described in Exhibit A hereto, and
the Limited Partnership Agreement, and as otherwise provided in writing to the
Trading Advisor, and with applicable speculative position limits, (ii) to
fund any distributions, redemptions or reapportionments among other trading
advisors, if any, to the Partnership, (iii) to pay the Partnership’s
expenses, (iv) to the extent the General Partner believes doing so is
necessary for the protection of the Partnership, (v) to terminate the
futures interests trading of the Partnership, or (vi) to comply with any
applicable law or regulation.  The General Partner agrees not to
override any such instructions for the reasons specified in clauses (ii) or
(iii) of the preceding sentence unless the Trading Advisor fails to comply with
a request of the General Partner to make the necessary amount of funds available
to the Partnership within two business days of such request.  Except
as otherwise provided herein, the Trading Advisor shall not be liable for the
consequences of any decision by the General Partner to override instructions of
the Trading Advisor, except to the extent that such consequences result from a
material breach of this Agreement by the Trading Advisor or the Trading Advisor
fails to comply with the General Partner’s decision to override an
instruction.  In performing services for the Partnership, the Trading
Advisor may not materially alter or change the Trading Program without the prior
written consent of the General Partner (and shall not effect such alteration or
change on behalf of the Partnership without the General Partner’s consent), it
being understood that changes in the futures interests traded, provided that
such futures interests are listed on Exhibit B hereto or are otherwise approved
in writing by the General Partner (as set forth in Section 10(a)(iii) hereof),
shall not be deemed an alteration in the Trading Program.

     

    (b)           The
Trading Advisor shall:

     

    (i)           Exercise
good faith and due care in trading futures interests for the account of the
Partnership in accordance with the prohibitions and trading policies of the
Partnership described in Exhibit A hereto, the Limited Partnership
Agreement and as otherwise provided in writing to the Trading
Advisor.  The Trading Advisor shall trade its allocated portion of the
Partnership’s Net Assets pursuant to the Trading Program.

     

    (ii)           Subject
to reasonable assurances of confidentiality by the General Partner and the
Partnership, provide the General Partner, within 45 days of the end of a
calendar quarter, and within 45 days of a separate request which the General
Partner may make from time to time, with information comparing the performance
of the Partnership’s account and the performance of all other client accounts
(“Other Accounts”) directed by the Trading Advisor using the Trading Program
over a specified period of time.  In providing such information, the
Trading Advisor may take such steps as are necessary to assure the
confidentiality of the Trading Advisor’s clients’ identities.  The
Trading Advisor shall, upon the General Partner’s request, consult with the
General Partner concerning any discrepancies between the performance of such
Other Accounts and the Partnership’s account.  The Trading Advisor
shall promptly inform the General Partner of any material discrepancies of which
the Trading Advisor is aware.  The General Partner acknowledges that
the following differences in accounts may cause divergent
results:  different trading programs, strategies, implementation
methods, degrees of leverage, or different trading policies, accounts
experiencing differing inflows or outflows of equity, different risk profiles,
accounts that commence trading at different times and accounts that have
different portfolios or different fiscal years.

     

    (iii)           Inform
the General Partner when the Trading Advisor’s open positions maintained by the
Trading Advisor exceed the Trading Advisor’s applicable speculative position
limits.

     

    (iv)           Upon
the request of the General Partner and subject to reasonable assurances of
confidentiality by the General Partner and the Partnership, provide the General
Partner with all information concerning the Trading Advisor and its activities
reasonably requested by the General Partner (including, without limitation,
information relating to changes in control, key personnel, trading approach, or
financial condition).  The General Partner acknowledges that all
trading instructions made by the Trading Advisor will be held in confidence by
the General Partner except to the extent necessary to conduct the business of
the Partnership or as required by law.

     

    (c)           All
purchases and sales of futures interests pursuant to this Agreement shall be for
the account, and at the risk, of the Partnership and not for the account, or at
the risk, of the Trading Advisor or any of its affiliates or each of their
principals, stockholders, directors, officers, or employees, or any other
person, if any, who controls the Trading Advisor within the meaning of the
Securities Act.  All brokerage fees, including give-up fees at rates
approved by Morgan Stanley & Co. Incorporated (“MS&Co.”) (or any
additional or subsequent brokers) arising from trading by the Trading Advisor
shall be for the account of the Partnership.  The Trading Advisor
makes no representations as to whether its trading will produce profits or avoid
losses.

     

    (d)           Subject
to Section 8(a) hereof, the Trading Advisor shall assume financial
responsibility for any errors committed or caused by it in transmitting orders
for the purchase or sale of futures interests for the Partnership’s account,
including, but not limited to, payment to the commodity brokers, as provided in
Section 5 hereof, of the commissions, exchange and NFA fees, and other
transaction charges and give-up charges incurred by the commodity brokers on
such trades but only for the amount of the commodity brokers’ out of pocket
costs in respect thereof.  The Trading Advisor’s errors shall include,
but not be limited to, inputting improper trading signals or communicating
incorrect orders to the commodity brokers, as described in Section
5.  The Trading Advisor shall not be responsible for errors committed
or caused by MS&Co. or any other floor broker or futures commission merchant
executing trades.  The Trading Advisor shall have an affirmative
obligation promptly to notify the General Partner upon discovery of its own
errors with respect to the account, and the Trading Advisor shall use its best
efforts to identify and promptly notify the General Partner of any order or
trade that the Trading Advisor reasonably believes was not executed in
accordance with its instructions to the commodity brokers.

     

    (e)           Prior
to the commencement of trading by the Trading Advisor, the General Partner on
behalf of the Partnership shall deliver to the Trading Advisor a trading
authorization in the form attached as Exhibit C hereto, appointing the Trading
Advisor the Partnership’s attorney-in-fact for such purpose.

     

    
      	
               
      

            	
              3.

            	
              Designation of
      Additional or Replacement Trading Advisors and Reallocation of Net
      Assets.

            


    

     

    (a)           If
the General Partner at any time deems it to be in the best interests of the
Partnership, the General Partner may designate an additional or replacement
trading advisor or advisors for the Partnership and may apportion to such
additional or replacement trading advisor(s) the management of such amounts of
Net Assets as the General Partner shall determine in its absolute
discretion.  The designation of an additional trading advisor or
advisors or replacement of any trading advisor for the Partnership by the
General Partner shall not require any approval of any existing trading advisor
(including the Trading Advisor).  Subject to Section 7(c) hereof, the
designation and retention of an additional or replacement trading advisor(s) and
the apportionment of Net Assets to any such trading advisor(s) pursuant to this
Section 3 shall neither terminate this Agreement nor modify in any regard
the respective rights and obligations of the Partnership, the General Partner
and the Trading Advisor hereunder with respect to the assets that remain under
the management of the Trading Advisor.  In the event that an
additional or replacement trading advisor(s) is so designated, the Trading
Advisor shall thereafter receive management and incentive fees based,
respectively, on that portion of the Net Assets managed by the Trading Advisor
and that portion of the Trading Profits (as defined in Section 6(c) hereof)
attributable to the trading done by the Trading Advisor.

     

    (b)           The
General Partner may at any time and from time to time upon two business days’
prior notice reallocate Net Assets allocated to the Trading Advisor to any other
trading advisor or advisors of the Partnership or allocate additional Net Assets
upon two business days’ prior notice to the Trading Advisor from such other
trading advisor or advisors; provided that any such addition to or withdrawal
from Net Assets allocated to the Trading Advisor will only take place on the
last day of a month unless the General Partner determines that the best
interests of the Partnership require otherwise.

     

    
      	
               
      

            	
              4.

            	
              Trading Advisor
      Independent.

            


    

     

    For all
purposes of this Agreement, the Trading Advisor shall be deemed to be an
independent contractor and shall, unless otherwise expressly provided herein or
authorized, have no authority to act for or represent the Partnership in any way
or otherwise be deemed an agent of the Partnership or the General
Partner.  Nothing contained herein shall be deemed to require the
Partnership or the General Partner to take any action contrary to the Limited
Partnership Agreement, the Certificate of Limited Partnership of the Partnership
as from time to time in effect (the “Certificate of Limited Partnership”), or
any applicable law or rule or regulation of any regulatory body, exchange, or
board.  Nothing herein contained shall constitute the Trading Advisor
and any other trading advisor or advisors for the Partnership, the General
Partner, or other member partnership of the Fund Group or their trading advisors
as a member of any partnership, joint venture, association, syndicate or other
entity with the Partnership or the General Partner, or, except as otherwise
specifically provided in this Agreement, be deemed to confer on any of them any
express, implied, or apparent authority to incur any obligation or liability on
behalf of any other.  It is expressly agreed that the Trading Advisor
is neither a promoter, sponsor, nor issuer with respect to the
Partnership..

     

    
      	
               
      

            	
              5.

            	
              Commodity
      Brokers.

            


    

     

    The
Trading Advisor shall effect all transactions in futures interests for the
Partnership through, and shall maintain a separate account with, such commodity
broker or brokers as the General Partner shall direct.  At the present
time, MS&Co. shall act as the commodity broker for the Partnership, with the
exception of trades on the London Metal Exchange which will be cleared by Morgan
Stanley & Co. International plc, an affiliate of the General Partner
(“MSIL”).  In addition, MS&Co. will act as the counterparty on all
of the foreign currency forward trades and Morgan Stanley Capital Group Inc.
(“MSCG”) will act as the counterparty on all of the options on foreign currency
forward trades for the Partnership.  The General Partner shall provide
the Trading Advisor with copies of brokerage
statements.  Notwithstanding that MS&Co. and MSIL shall act as the
commodity brokers for the Partnership, the Trading Advisor may execute trades
through floor brokers other than those employed by MS&Co. and MSIL so long
as arrangements are made for such floor brokers to “give-up” or transfer the
positions to MS&Co. or MSIL and provided that the rates charged by such
floor brokers have been approved in writing by MS&Co.  Except as
provided in Exhibit A hereto, the Trading Advisor will not be responsible for
paying give-up fees at rates approved by MS&Co.

     

    
      	
               
      

            	
              6.

            	
              Fees.

            


    

     

    (a)           For
the services to be rendered to the Partnership by the Trading Advisor under this
Agreement, the Partnership shall pay the Trading Advisor the following
fees:

     

    (i)           A
monthly management fee, without regard to the profitability of the Trading
Advisor’s trading for the Partnership’s account, equal to 1/12 of 2% (a 2%
annual rate) of the Partnership’s Net Assets allocated to the Trading Advisor as
of the opening of business on the first day of each calendar month, commencing
with the month in which the Partnership begins to receive trading advice from
the Trading Advisor pursuant to this Agreement.

     

    (ii)           A
monthly incentive fee equal to 20% of the “Trading Profits” (as defined in
Section 6(c) hereof) experienced by the Partnership as of the end of each
calendar month, payable on a non-netted basis vis à vis other trading advisor(s)
of the Partnership.

     

    (b)           If
this Agreement is terminated on a date other than the last day of a month, the
incentive fee described above shall be determined as if such date were the end
of a month.  If this Agreement is terminated on a date other than the
end of a month, the management fee described above shall be prorated based on
the ratio of the number of trading days in the month through the date of
termination to the total number of trading days in the month.  If,
during any month, the Partnership does not conduct business operations, or
suspends trading for the account of the Partnership managed by the Trading
Advisor, or, as a result of an act or material failure to act by the Trading
Advisor, is otherwise unable to utilize the trading advice of the Trading
Advisor on any of the trading days of that period for any reason, the management
fee described above shall be prorated based on the ratio of the number of
trading days in the month that the Partnership account managed by the Trading
Advisor engaged in trading operations or utilized the trading advice of the
Trading Advisor to the total number of trading days in the month.

     

    (c)           As
used herein, the term “Trading Profits” shall mean net futures interests trading
profits (realized and unrealized) earned on the portion of the Partnership’s Net
Assets allocated to the Trading Advisor, decreased by the Trading Advisor’s
monthly management fees, and a pro rata portion of the brokerage fees and any
transaction fees and costs relating to the Trading Advisor’s allocated Net
Assets, if any, not included in the brokerage fees; with such trading profits
and items of decrease determined from the end of the last calendar month in
which an incentive fee was earned by the Trading Advisor or, if no incentive fee
has been earned previously by the Trading Advisor, from the date that the
Partnership begins to receive trading advice from the Trading Advisor pursuant
to this Agreement to the end of the month as of which such incentive fee
calculation is being made.  Extraordinary expenses of the Partnership,
if any, will not be deducted in determining Trading Profits.  No
incentive fee will be paid on interest income earned by the
Partnership.

     

    (d)           If
any payment of incentive fees is made to the Trading Advisor on account of
Trading Profits earned by the Partnership on Net Assets allocated to the Trading
Advisor and the Partnership thereafter fails to earn Trading Profits or
experiences losses for any subsequent incentive period with respect to such
amounts so allocated, the Trading Advisor shall be entitled to retain such
amounts of incentive fees previously paid to the Trading Advisor in respect of
such Trading Profits.  However, no subsequent incentive fees shall be
payable to the Trading Advisor until the Partnership has again earned Trading
Profits on the Trading Advisor’s allocated Net Assets; provided, however, that if the
Trading Advisor’s allocated Net Assets are reduced or increased because of
redemptions or additions or reallocations that occur at the end of, or
subsequent to, an incentive period in which the Partnership experiences a
futures interests trading loss with respect to Net Assets allocated to the
Trading Advisor, the trading loss for that incentive period which must be
recovered before the Trading Advisor’s allocated Net Assets will be deemed to
experience Trading Profits will be equal to the amount determined by
(x) dividing the Trading Advisor’s allocated Net Assets after such increase
or decrease by the Trading Advisor’s allocated Net Assets immediately before
such increase or decrease and (y) multiplying that fraction by the amount
of the unrecovered futures interests trading loss experienced in the month prior
to such increase or decrease.  In the event that the Partnership
experiences a futures interests trading loss in more than one month with respect
to the Trading Advisor’s allocated Net Assets without the payment of an
intervening incentive fee and the Trading Advisor’s allocated Net Assets are
increased or reduced in more than one such month because of redemptions or
additions or reallocations, then the trading loss for each such month shall be
adjusted in accordance with the formula described above and such increased or
reduced amount of futures interests trading loss shall be carried forward and
used to offset subsequent futures interests trading profits.  The
portion of redemptions to be allocated to the Net Assets of the Partnership
managed by each of the trading advisors to the Partnership shall be in the sole
discretion of the General Partner.

     

    
      	
               
      

            	
              7.

            	
              Term.

            


    

     

    (a)           This
Agreement shall continue in effect for a period of one year from the date the
Agreement was entered into unless otherwise terminated as set forth in this
Section 7.  The Trading Advisor may terminate this Agreement at the
end of such one-year period by providing prior written notice of termination to
the Partnership at least sixty days prior to the expiration of such one-year
period.  If the Agreement is not terminated upon the expiration of
such one-year period, this Agreement shall automatically renew for an additional
one-year period and shall continue to renew for additional one-year periods
until this Agreement is otherwise terminated, as provided for
herein.  This Agreement shall automatically terminate if the
Partnership is dissolved.

     

    (b)           The
Partnership and the General Partner each shall have the right to terminate this
Agreement in its discretion (i) at any month-end upon five days’ prior written
notice to the Trading Advisor or (ii) at any time upon prior written notice to
the Trading Advisor upon the occurrence of any of the following
events:  (A) if any person described as a “principal” of the Trading
Advisor in the Disclosure Document ceases for any reason to be an active
“principal” of the Trading Advisor; (B) if the Trading Advisor becomes bankrupt
or insolvent; (C) if the Trading Advisor is unable to use its Trading Program,
trading systems or methods as in effect on the date hereof and as modified in
the future for the benefit of the Partnership; (D) if the registration, as a
commodity trading advisor, of the Trading Advisor with the CFTC or its
membership in the NFA is revoked, suspended, terminated, or not renewed, or
limited or qualified in any respect; (E) except as provided in Section 12
hereof, if the Trading Advisor merges or consolidates with, or sells or
otherwise transfers its advisory business, or all or a substantial portion of
its assets, any portion of its futures interests trading programs, systems or
methods, or its goodwill, to any individual or entity; (F) if the Net Assets
allocated to the Trading Advisor as of the date of this Agreement, after
adjusting for distributions, additions, redemptions, or reallocations, if any,
shall decline by 50% or more as a result of trading losses or if Net Assets
allocated to the Trading Advisor fall below $5,000,000 at any time; (G) if, at
any time, the Trading Advisor violates any trading or administrative policy
described in this Agreement or the Limited Partnership Agreement or otherwise
provided in writing to the Trading Advisor by the General Partner, except with
the prior express written consent of the General Partner; (H) if the Trading
Advisor fails in a material manner to perform any of its obligations under this
Agreement; or (I) if the Trading Advisor merges, consolidates or sells a
substantial portion of its assets pursuant to Section 12 of this
Agreement.

     

    (c)           The
Trading Advisor may terminate this Agreement at any time, upon thirty days’
prior written notice to the Partnership and the General Partner, in the
event:  (i) that the General Partner imposes additional trading
limitation(s) in the form of one or more trading policies or administrative
policies that the Trading Advisor does not agree to follow in its management of
its allocated share of the Partnership’s Net Assets; (ii) the General
Partner objects to the Trading Advisor implementing a proposed material change
in the Trading Advisor’s Trading Program used by the Partnership and the Trading
Advisor certifies to the General Partner in writing that it believes such change
is in the best interests of the Partnership; (iii) the General Partner
overrides a trading instruction of the Trading Advisor for reasons unrelated to
those set forth in Section 2 hereof and a determination by the General Partner
that the Trading Advisor has violated the Partnership’s trading policies and the
Trading Advisor certifies to the General Partner in writing that as a result the
Trading Advisor believes the performance results of the Trading Advisor relating
to the Partnership will be materially adversely affected; (iv) the General
Partner or the Partnership materially breaches this Agreement and does not
correct the breach within ten days of receipt of a written notice of such breach
from the Trading Advisor; (v) the Partnership’s Net Assets allocated to the
Trading Advisor fall below $1,000,000 at any time; (vi) the Partnership becomes
bankrupt or insolvent; or (vii) the registration of the General Partner with the
CFTC as a commodity pool operator or its membership in the NFA is revoked,
suspended, terminated or not renewed, or limited or qualified in any
respect.  If the General Partner or Partnership merges, consolidates
or sells a substantial portion of its assets pursuant to Section 12 of this
Agreement, the Trading Advisor may terminate this Agreement upon prior written
notice to the General Partner and the Partnership.

     

    (d)           Except
as otherwise provided in this Agreement, any termination of this Agreement in
accordance with this Section 7 shall be without penalty or liability to any
party on account of such termination.

     

    (e)           The
indemnities set forth in Section 8 hereof shall survive any termination of this
Agreement.

     

    
      	
               
      

            	
              8.

            	
              Standard of Liability;
      Indemnifications.

            


    

     

    (a)           Limitation of Trading
Advisor Liability.  In respect of the Trading Advisor’s role in
the futures interests trading of its allocated portion of the Partnership’s Net
Assets, the Trading Advisor shall not be liable to the Partnership or the
General Partner or their partners, directors, officers, principals, managers,
members, shareholders, employees, controlling persons or successors and assigns
except that the Trading Advisor shall be liable for acts or omissions that
constitute a material breach of this Agreement or a representation, warranty or
covenant herein, willful misconduct or negligence, or are the result of the
Trading Advisor not having acted in good faith and in the reasonable belief that
such actions or omissions were in, or not opposed to, the best interests of the
Partnership.

     

    (b)           Trading Advisor
Indemnity.  The Trading Advisor shall indemnify, defend and
hold harmless the Partnership and the General Partner, their controlling
persons, their affiliates and their respective directors, officers, principals,
managers, members, shareholders, employees, and controlling persons from and
against any and all losses, claims, damages, liabilities (joint and several),
costs, and expenses (including any reasonable investigatory, legal, accounting
and other expenses incurred in connection with, and any amounts paid in, any
litigation or other proceeding or any settlement due to the Trading Advisor’s
material breach of this Agreement or a representation, warranty or covenant
herein, willful misconduct or negligence; provided that, solely in the case of a
settlement, the Trading Advisor shall have approved such settlement) resulting
from a demand, claim, lawsuit, action or proceeding (other than those incurred
as a result of claims brought by or in the right of an indemnified party)
relating to this Agreement (except as covered by paragraph (d) below); provided
that a court of competent jurisdiction upon entry of a final judgment finds (or,
if no final judgment is entered, by an opinion rendered by counsel who is
approved by the Partnership and the Trading Advisor, such approval not to be
unreasonably withheld) to the effect that the action or inaction of such
indemnified party that was the subject of the demand, claim, lawsuit, action, or
proceeding did not constitute negligence, willful misconduct, or a material
breach of this Agreement or a representation, warranty or covenant of the
Partnership or the General Partner, their controlling persons, their affiliates
and their respective directors, officers, shareholders, employees, and
controlling persons and was done in good faith.

     

    (c)           Partnership
Indemnity.  The Partnership shall indemnify, defend and hold
harmless the Trading Advisor, its controlling persons, their affiliates and
their respective directors, officers, principals, managers, members,
shareholders, employees and controlling persons, from and against any and all
losses, claims, damages, liabilities (joint and several), costs and expenses
(including any reasonable investigatory, legal, accounting and other expenses
incurred in connection with, and any amounts paid in, any litigation or other
proceeding or any settlement; provided that, solely in the case of a settlement,
the Partnership shall have approved such settlement) resulting from a demand,
claim, lawsuit, action or proceeding (other than those incurred as a result of
claims brought by or in the right of an indemnified party) relating to this
Agreement (except as covered by paragraph (e) below); provided that a court
of competent jurisdiction upon entry of a final judgment finds (or, if no final
judgment is entered, by an opinion rendered by counsel who is approved by the
Partnership and the Trading Advisor, such approval not to be unreasonably
withheld) to the effect that the action or inaction of such indemnified party
that was the subject of the demand, claim, lawsuit, action or proceeding did not
constitute negligence, willful misconduct, or a material breach of this
Agreement or a representation, warranty or covenant of the Trading Advisor, its
controlling persons, its affiliates and directors, officers, shareholders,
employees, and controlling persons and was done in good faith.

     

    (d)           Partnership Indemnity in
Respect of Sale of Units.  The Partnership shall indemnify,
defend and hold harmless the Trading Advisor, its controlling persons, their
affiliates and their respective directors, officers, principals, managers,
members, shareholders, employees and controlling persons from and against any
loss claim, damage, liability, cost, and expense, joint and several, to which
any indemnified person may become subject under the Securities Act, the Exchange
Act, the CEAct, the securities or Blue Sky law of any jurisdiction, or otherwise
(including any reasonable investigatory, legal, accounting and other expenses
incurred in connection with, and any amounts paid in, any litigation or other
proceeding or any settlement; provided that, solely in the case of a settlement,
the Partnership shall have approved such settlement, and in connection with any
administrative proceedings), in respect of the offer or sale of Units, unless
such loss, claim, damage, liability, cost, or expense (or action in respect
thereof) arises out of, or is based upon: (i) a breach by the Trading Advisor of
any applicable laws or regulations or any representation, warranty or agreement
in this Agreement; (ii) a breach of the disclosure requirements under the CEAct
or NFA Rules that relate to the Trading Advisor and the Trading Advisor
Principals (as defined below); or (iii) a misleading or untrue statement or
alleged misleading or untrue statement of a material fact made in the
Registration Statement, the Prospectus, or any related selling material or an
omission or alleged omission to state a material fact therein which is required
to be stated therein or necessary to make the statements therein (in the case of
the Prospectus and any selling material, in light of the circumstances under
which they were made) not misleading, and such statement or omission relates
specifically to the Trading Advisor, or its Trading Advisor Principals
(including the historical performance capsules, but excluding the pro forma
performance information except to the extent the pro forma performance
information was based on information furnished by the Trading Advisor) or was
made in reliance upon, and in conformity with, written information or
instructions furnished by the Trading Advisor (provided, however, that with
respect to any related selling material only such related selling material as
shall have been approved in writing by the Trading Advisor).

     

    (e)           Subject
to Section 7(a) hereof, the foregoing agreements of indemnity shall be in
addition to, and shall in no respect limit or restrict, any other remedies which
may be available to an indemnified person.

     

    (f)           Promptly
after receipt by an indemnified person of notice of the commencement of any
action, claim, or proceeding to which any of the indemnities may apply, the
indemnified person will notify the indemnifying party in writing of the
commencement thereof if a claim in respect thereof is to be made against the
indemnifying party hereunder; but the omission so to notify the indemnifying
party will not relieve the indemnifying party from any liability that the
indemnifying party may have to the indemnified person hereunder, except where
such omission has materially prejudiced the indemnifying party. In case any
action, claim, or proceeding is brought against an indemnified person and the
indemnified person notifies the indemnifying party of the commencement thereof
as provided above, the indemnifying party will be entitled to participate
therein and, to the extent that the indemnifying party desires, to assume the
defense thereof with counsel selected by the indemnifying party and not
unreasonably disapproved by the indemnified person. After notice from the
indemnifying party to the indemnified person of the indemnifying party’s
election so to assume the defense thereof as provided above, the indemnifying
party will not be liable to the indemnified person under the indemnity
provisions hereof for any legal and other expenses subsequently incurred by the
indemnified person in connection with the defense thereof, other than reasonable
costs of investigation.

     

    Notwithstanding
the preceding paragraph, if in any action, claim, or proceeding as to which
indemnification is or may be available hereunder, an indemnified person
reasonably determines that its interests are or may be adverse, in whole or in
part, to the indemnifying party’s interests or that there may be legal defenses
available to the indemnified person that are different from, in addition to, or
inconsistent with the defenses available to the indemnifying party, the
indemnified person may retain its own counsel in connection with such action,
claim, or proceeding and will be indemnified (provided the indemnified person is
so entitled) by the indemnifying party for any legal and other expenses
reasonably incurred in connection with investigating or defending such action,
claim, or proceeding.

     

    In no
event will the indemnifying party be liable for the fees and expenses of more
than one counsel for all indemnified persons in connection with any one action;
claim, or proceeding or in connection with separate but similar or related
actions, claims, or proceedings in the same jurisdiction arising out of the same
general allegations. The indemnifying party will not be liable for any
settlement of any action, claim, or proceeding effected without the indemnifying
party’s express written consent, but if any action, claim, or proceeding, is
settled with the indemnifying party’s express written consent, the indemnifying
party will indemnify, defend, and hold harmless an indemnified person as
provided in this Section 8.

     

    
      	
               
      

            	
              9.

            	
              Right to Advise Others
      and Uniformity of Acts and
Practices.

            


    

     

    (a)           The
Trading Advisor is engaged in the business of advising clients as to the
purchase and sale of futures interests.  During the term of this
Agreement, the Trading Advisor, its principals and affiliates, will be advising
other clients (including affiliates and stockholders, officers, directors, and
employees of the Trading Advisor and its affiliates and their families) and
trading for their own accounts.  The Trading Advisor will use its
reasonable best efforts, consistent with industry practice, to implement a fair
and consistent allocation policy that seeks to ensure that all clients are
treated equitably and positions allocated as nearly as possible in proportion to
the assets available for trading of the accounts managed or controlled by the
Trading Advisor.  Upon written request, the General Partner may
request a copy of the Trading Advisor’s procedures regarding the equitable
treatment of trades across accounts.  Such procedures shall be
provided to the General Partner within 30 days of such request by the General
Partner.  Except as otherwise set forth herein, the Trading Advisor
and its principals and affiliates agree to treat the Partnership in a fiduciary
capacity to the extent recognized by applicable law, but subject to that
standard.  Under no circumstances shall the Trading Advisor or any of
its principals or affiliates by any act or omission knowingly or intentionally
favor any account advised or managed by the Trading Advisor or any of its
principals or affiliates over the account of the Partnership in any way or
manner.  Nothing contained in this Section 9(a) shall preclude the
Trading Advisor from charging different management and/or incentive fees to its
clients.  Subject to the Trading Advisor’s obligations under
applicable law, the Trading Advisor or any of its principals or affiliates shall
be free to advise and manage accounts for other clients and shall be free to
trade on the basis of the same Trading Program, trading systems, methods, or
strategies employed by the Trading Advisor for the account of the Partnership,
or trading systems, methods, or strategies that are entirely independent of, or
materially different from, those employed for the account of the Partnership,
and shall be free to compete for the same futures interests as the Partnership
or to take positions opposite to the Partnership, where such actions do not
knowingly or intentionally prefer any of such accounts over the account of the
Partnership on an overall basis.

     

    (b)           The
Trading Advisor shall not be restricted as to the number or nature of its
clients, except that:  (i) so long as the Trading Advisor acts as
a trading advisor for the Partnership, neither the Trading Advisor nor any of
its principals or affiliates shall knowingly hold any position or control any
other account that would cause the Partnership, the Trading Advisor, or the
principals or affiliates of the Trading Advisor to be in violation of the CEAct
or any regulations promulgated thereunder, any other applicable law, or any
applicable rule or regulation of the CFTC or any other regulatory or
self-regulatory body, exchange, or board; and (ii) neither the Trading
Advisor nor any of its principals or affiliates shall render futures interests
trading advice to any other individual or entity or otherwise engage in activity
that shall knowingly cause positions in futures interests to be attributed to
the Trading Advisor under the rules or regulations of the CFTC or any other
regulatory or self-regulatory body, exchange, or board so as to require the
significant modification of positions taken or intended for the account of the
Partnership; provided that the Trading Advisor may modify its Trading Program,
trading systems, methods or strategies to accommodate the trading of additional
funds or accounts.  If applicable speculative position limits are
exceeded by the Trading Advisor in the opinion of (i) independent counsel
(who shall be other than counsel to the Partnership), (ii) the CFTC, or
(iii) any other regulatory or self-regulatory body, exchange, or board, the
Trading Advisor and its principals and affiliates shall promptly liquidate
positions in all of their accounts, including the Partnership’s account, as to
which positions are attributed to the Trading Advisor as nearly as possible in
proportion to the accounts’ respective amounts available for trading (taking
into account different degrees of leverage and “notional” equity) to the extent
necessary to comply with the applicable position limits.

     

    
      	
               
      

            	
              10.

            	
              Representations,
      Warranties, and Covenants of the Trading
  Advisor.

            


    

     

    (a)           Representations, Warranties,
and Agreements of the Trading Advisor.  The Trading Advisor
with respect to itself and each of its principals represents and warrants to and
agrees with the General Partner and the Partnership as follows:

     

    (i)           It
will exercise good faith and due care in implementing the Trading Program on
behalf of the Partnership or any other trading programs agreed to by the General
Partner and the Trading Advisor.

     

    (ii)           The
Trading Advisor shall follow and comply with, at all times, the trading policies
of the Partnership (as described in Limited Partnership Agreement and as set
forth in Exhibit A hereto) and as amended in writing and furnished to the
Trading Advisor from time to time.

     

    (iii)           The
Trading Advisor shall trade:  (A) its allocated portion of the
Partnership’s Net Assets pursuant to the Trading Program; (B) such futures
interests as are set forth on Exhibit B hereto; and (C) only in futures and
options contracts traded on U.S. contract markets, foreign currency forward
contracts traded with MS&Co. (which may include forward contracts initially
executed with financial institutions other than MS&Co) and such other
futures interests that are approved in writing by the General Partner and have
been approved by the CFTC for U.S. persons.  With respect to this
Section 10(a)(iii), the parties agree that the Trading Advisor is not obligated
to trade all of the futures interests listed on Exhibit B hereto or otherwise
subsequently approved in writing by the General Partner.

     

    (iv)           The
Trading Advisor is duly organized, validly existing and in good standing under
the laws of the state of its organization and is qualified to do business as a
foreign corporation and is in good standing in each other jurisdiction in which
the nature or conduct of its business requires such qualification and the
failure to so qualify would materially adversely affect the Trading Advisor’s
ability to perform its duties under this Agreement.  The Trading
Advisor has full power and authority to perform its obligations under this
Agreement.  The only principals (as defined in Rule 4.10(e) under
the CEAct) of the Trading Advisor are those set forth in the Disclosure Document
(the “Trading Advisor Principals”).

     

    (v)           All
information furnished in writing to the General Partner by the Trading Advisor
relating to the Trading Advisor and each Trading Advisor Principal, including
the Trading Advisor’s and the Trading Advisor Principals’ trading programs,
approaches, systems, and performance information, and Trading Advisor
performance, including the Disclosure Document, is or will be materially
accurate and complete in all material respects and does not and will 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 make the
statements therein not misleading.

     

    (vi)           This
Agreement has been duly and validly authorized, executed and delivered on behalf
of the Trading Advisor and is a valid and binding agreement of the Trading
Advisor enforceable in accordance with its terms.

     

    (vii)           Each
of the Trading Advisor and the Trading Advisor Principals has all federal, state
and foreign governmental, regulatory and exchange licenses, and approvals and
has effected all filings and registrations with federal, state and foreign
governmental and regulatory agencies required to conduct its business and to act
as required to perform its or his obligations under this
Agreement.  The Trading Advisor is registered as a commodity trading
advisor under the CEAct and is a member of the NFA in such
capacity.

     

    (viii)           The
execution and delivery of this Agreement, the incurrence of the obligations set
forth herein, the consummation of the transactions contemplated herein and in
the Limited Partnership Agreement and the payment of the fees hereunder will not
violate, or constitute a breach of, or default under, the certificate of
incorporation or bylaws (or any other organizational documents) of the Trading
Advisor or any other agreement or instrument by which it is bound or of any
order, rule, law or regulation binding on it of any court or any federal, state,
municipal or other governmental body or administrative agency or panel or
self-regulatory organization having jurisdiction over it.

     

    (ix)           Since
the date of the Disclosure Document, there has not been any material adverse
change in the condition, financial or otherwise, business or prospects of the
Trading Advisor or any Trading Advisor Principal.

     

    (x)           Except
as set forth in writing to the General Partner, there has not been and there is
not pending, or to the best of the Trading Advisor’s knowledge after due
inquiry, threatened, any action, suit or proceeding at law or equity before or
by any court or by any federal, state, municipal or other governmental body or
any administrative, self-regulatory or commodity exchange organization to which
the Trading Advisor or any Trading Advisor Principal is or was a party, or to
which any of the assets of the Trading Advisor or any Trading Advisor Principal
is or was subject and which resulted in or might reasonably be expected to
result in any material adverse change in the condition, financial or otherwise,
business or prospects of the Trading Advisor.  None of the Trading
Advisor or any Trading Advisor Principal has received any notice of an
investigation by the NFA, CFTC or other administrative agency or self-regulatory
body (whether United States or foreign) regarding noncompliance by the Trading
Advisor or any of the Trading Advisor Principals with the CEAct or any other
applicable law.

     

    (xi)           Neither
the Trading Advisor nor any Trading Advisor Principal has received, or is
entitled to receive, directly or indirectly, any commission, finder’s fee,
similar fee, or rebate from any person in connection with the operation of the
Partnership.

     

    (xii)           All
of the information regarding the actual performance of the accounts of the
Trading Advisor and the Trading Advisor Principals as provided in writing to the
General Partner is complete and accurate in all material respects and is in
accordance with and in compliance with the disclosure requirements under the
CEAct and the Securities Act (as applicable), including the Division of Trading
and Markets “notional equity” advisories and interpretations and the rules and
regulations of the NFA.

     

    (xiii)           The
foregoing representations and warranties shall be continuing during the term of
this Agreement and if at any time any event shall occur which could make any of
the foregoing representations or warranties inaccurate, the Trading Advisor
shall promptly notify the General Partner and the Partnership of the nature of
such event.

     

    (b)           Covenants of the Trading
Advisor.  The Trading Advisor covenants and agrees
that:

     

    (i)           The
Trading Advisor shall maintain all registrations and memberships necessary for
the Trading Advisor and the Trading Advisor Principals to continue to act as
described herein and to at all times comply in all respects with all applicable
laws, rules, and regulations, to the extent that the failure to so comply would
have a materially adverse effect on the Trading Advisor’s ability to act as
described herein.

     

    (ii)           The
Trading Advisor shall inform the General Partner promptly if the Trading Advisor
or any Trading Advisor Principal becomes the subject of any investigation, claim
or proceeding of any regulatory authority having jurisdiction over such person
or becomes a named party to any litigation materially affecting (or which may,
with the passage of time, materially affect) the business of the Trading
Advisor.  The Trading Advisor shall also inform the General Partner
immediately if the Trading Advisor or any of its officers becomes aware of any
breach of this Agreement by the Trading Advisor.

     

    
      	
               
      

            	
              11.

            	
              Representations,
      Warranties, and Covenants of the Partnership and the General
      Partner.

            


    

     

    (a)           Representations of the
General Partner and the Partnership.  The Partnership and the
General Partner represent and warrant to the Trading Advisor, as
follows:

     

    (i)           The
Partnership has provided to the Trading Advisor a copy of the
Prospectus.

     

    (ii)           The
Partnership is a limited partnership duly organized pursuant to the Certificate
of Limited Partnership, the Limited Partnership Agreement and the Delaware
Revised Uniform Limited Partnership Act (“DRULPA”) and is validly existing under
the laws of the State of Delaware with full power and authority to engage in the
trading of futures interests and to engage in its other contemplated activities
as described herein and in the Limited Partnership Agreement; the Partnership
has received a certificate of authority to do business in the State of New York
as provided by Article 8-A of the New York Revised Limited Partnership Act and
is qualified to do business in each jurisdiction in which the nature or conduct
of its business requires such qualification and where failure to be so qualified
could materially adversely affect the Partnership’s ability to perform its
obligations hereunder.

     

    (iii)           The
General Partner is duly organized and validly existing and in good standing as a
corporation under the laws of the State of Delaware and in good standing and
qualified to do business as a foreign corporation under the laws of the State of
New York and is qualified to do business and is in good standing as a foreign
corporation in each jurisdiction in which the nature or conduct of its business
requires such qualification and where the failure to be so qualified could
materially adversely affect the General Partner’s ability to perform its
obligations hereunder.

     

    (iv)           The
Partnership and the General Partner have full partnership or corporate power and
authority under applicable law to conduct their business and to perform their
respective obligations under this Agreement.

     

    (v)           This
Agreement has been duly and validly authorized, executed and delivered by the
General Partner for itself and on behalf of the Partnership and constitutes a
valid, binding and enforceable agreement of the Partnership and the General
Partner in accordance with its terms.

     

    (vi)           The
execution and delivery of this Agreement, the incurrence of the obligations set
forth herein and the consummation of the transactions contemplated herein and in
the Limited Partnership Agreement will not violate, or constitute a breach of,
or default under, the General Partner’s certificate of incorporation or bylaws,
the Certificate of Limited Partnership, the Limited Partnership Agreement, or
any agreement or instrument by which either the General Partner or the
Partnership, as the case may be, is bound or any order, rule, law or regulation
applicable to the General Partner or the Partnership of any court or any
governmental body or administrative agency or panel or self-regulatory
organization having jurisdiction over the General Partner or the
Partnership.

     

    (vii)           The
General Partner and each principal of the General Partner, as defined in Rule
3.1 under the CEAct, (each, a “General Partner Principal”) have all federal and
state governmental, regulatory and exchange approvals and licenses, and have
effected all filings and registrations with federal and state governmental
agencies and regulatory agencies required to conduct their business and to act
required to perform their obligations under this Agreement (including, without
limitation, registration as a commodity pool operator under the CEAct and
membership in the NFA as a commodity pool operator) and will maintain all such
required approvals, licenses, filings and registrations for the term of this
Agreement.

     

    (viii)           The
Partnership is and will remain a “qualified eligible person” within the meaning
of Regulation 4.7 under the CEAct and acknowledges that, in reliance upon such
regulation, the Trading Advisor has not delivered to the Partnership a
Disclosure Document.  The Partnership and the General Partner consent
to the account being treated by the Trading Advisor as an exempt account under
Regulation 4.7 under the CEAct.

     

    (ix)           The
Partnership acknowledges that (A) the Trading Advisor will employ speculative
trading strategies and inherent leverage, which, among other investment
techniques, can make its investment performance volatile, (B) there is a risk
that the Partnership's investment may be lost in whole or in part, (C) the
Trading Advisor's past performance is not necessarily indicative of future
results, (D) it has made an independent decision to invest and that in making
this decision, has relied solely upon this Agreement and its independent
investigations, and (E) there has been no reliance on the Trading Advisor, or
any other person or entity with respect to the legal and tax considerations
involved in this investment other than the Partnership’s and the General
Partner’s own advisers.

     

    (x)           The
Partnership hereby represents that it is not a benefit plan investor as defined
under the U.S. Department of Labor Regulations.

     

    (xi)           Each
of the Partnership and the General Partner hereby represents that it, or its
agents, as applicable, has appropriate anti-money laundering policies,
procedures and controls, and is in compliance with all applicable anti-money
laundering rules and regulations.

     

    (xii)           The
foregoing representations and warranties shall be continuing during the term of
this Agreement and if at any time any event shall occur which could make any of
the foregoing representations or warranties inaccurate, the General Partner
shall promptly notify the Trading Advisor of the nature of such
event.

     

    (b)           Covenants of the General
Partner.  The General Partner covenants and agrees
that:

     

    (i)           The
General Partner shall use its best efforts to maintain all registrations and
memberships necessary for the General Partner to continue to act as described
herein and to all times comply in all material respects with all applicable
laws, rules, and regulations, to the extent that the failure to so comply would
have a materially adverse effect on the General Partner’s ability to act as
described herein.

     

    (ii)           The
General Partner shall inform the Trading Advisor immediately as soon as the
General Partner or any of its principals becomes the subject of any lawsuit,
investigation, claim, or proceeding of any regulatory authority having
jurisdiction over such person or becomes a named party to any litigation
materially affecting the business or prospects of the General
Partner.  The General Partner shall also inform the Trading Advisor
immediately if the General Partner or any of its officers become aware of any
material breach of this Agreement by the General Partner.

     

    
      	
               
      

            	
              12.

            	
              Merger or Transfer of
      Assets of General Partner, Partnership or Trading
      Advisor.

            


    

     

    The
General Partner, the Partnership, or the Trading Advisor may merge or
consolidate with, or sell or otherwise transfer its business, or all or a
substantial portion of its assets, to any entity upon written notice to the
other parties.

     

    
      	
               
      

            	
              13.

            	
              Complete
      Agreement.

            


    

     

    This
Agreement constitutes the entire agreement between the parties with respect to
the matters referred to herein, and no other agreement, verbal or otherwise,
shall be binding as between the parties unless in writing and signed by the
party against whom enforcement is sought.

     

    
      	
               
      

            	
              14.

            	
              Assignment.

            


    

     

    Subject
to Section 12 hereof, this Agreement may not be assigned, transferred by
operation of law, change in control or otherwise, by any party hereto without
the express written consent of the other parties hereto.

     

    
      	
               
      

            	
              15.

            	
              Amendment.

            


    

     

    This
Agreement may not be amended except by the written consent of the parties
hereto.  No waiver of any provision of this Agreement shall be implied
from any course of dealings between the parties, from any failure by any party
to assert its rights hereunder or any occasion or series of
occasions.

     

    
      	
               
      

            	
              16.

            	
              Severability.

            


    

     

    The
invalidity or unenforceability of any provision of this Agreement or any
covenant herein contained shall not affect the validity or enforceability of any
other provision or covenant hereof or herein contained and any such invalid
provision or covenant shall be deemed to be severable.

     

    
      	
               
      

            	
              17.

            	
              [Reserved]

            


    

     

    
      	
               
      

            	
              18.

            	
              [Reserved]

            


    

     

    
      	
               
      

            	
              19.

            	
              Disclosure
      Document.

            


    

     

    During
the term of this Agreement, the Trading Advisor shall furnish to the General
Partner promptly copies of all disclosure documents, information documents,
offering memoranda or similar documents used by the Trading
Advisor.  The General Partner hereby acknowledges on behalf of the
Partnership receipt of DKR Fusion Quantitative Strategies 2X Fund Ltd.
Confidential Memorandum dated February 2010.

     

    
      	
               
      

            	
              20.

            	
              Notices.

            


    

     

    All
notices required to be delivered under this Agreement shall be in writing and
shall be effective when delivered personally on the day delivered, by facsimile
on receipt confirmation, by email followed by delivery of an original, or when
given by registered or certified mail, postage prepaid, return receipt
requested, on the second business day following the day on which it is so
mailed, addressed as follows (or to such other address as the party entitled to
notice shall hereafter designate in accordance with the terms
hereof):

    
    

     

    
      	 	
              if
      to the Partnership:

               

              
                Morgan
      Stanley Smith Barney Spectrum Strategic L.P.

              

            
	 	
               c/o
      Demeter Management LLC

              
                522
      Fifth Avenue, 13th
      Floor

                
                  New
      York, New York  10036

                  
                    Attn:  Walter
      Davis, President

                  

                

              

            


    

     

    
      
        	 	
                
                  if
      to the General Partner:

                

                 

                
                  Demeter
      Management LLC

                

              
	 	
                
                  522
      Fifth Avenue, 13th
      Floor

                  
                    New
      York, New York  10036

                    
                      Attn:  Walter
      Davis, President

                    

                  

                

              


      

       

      
        	 	
                
                  
                    if
      to the Trading Advisor:

                  

                

                 

                
                  
                    DKR
      Fusion Management L.P.

                  

                

              
	 	
                
                  
                    1281
      East Main Street

                  

                  
                    
                      Stamford,
      CT 06902

                    

                    
                      
                        Attn:  Joseph
      Lanzillotti, Chief Financial
    Officer

                      

                    

                  

                

              


      

    

     

    
      	
               
      

            	
              21.

            	
              Survival.

            


    

     

    All
representations, warranties and covenants contained in this Agreement shall be
continuing during the term of this Agreement and the provisions of this
Agreement shall survive the termination of this Agreement with respect to any
matter arising while this Agreement was in effect.  Each party hereby
agrees that as of the date of this Agreement it is, and during its term shall
be, in compliance with its representations, warranties and covenants herein
contained.  In addition, if at any time any event occurs which would
make any of such representations, warranties or covenants not true, the affected
party will use its best efforts to promptly notify the other parties of such
fact.

     

    
      	
               
      

            	
              22.

            	
              GOVERNING
      LAW.

            


    

     

    THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.  IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY A
PARTY TO THIS AGREEMENT OR TO ENFORCE ANY RIGHT OR REMEDY UNDER THIS AGREEMENT,
EACH PARTY HERETO HEREBY CONSENTS AND WILL SUBMIT TO THE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE COUNTY, CITY
AND STATE OF NEW YORK.  ANY ACTION OR PROCEEDING BROUGHT BY ANY PARTY
TO THIS AGREEMENT TO ENFORCE ANY RIGHT, ASSERT ANY CLAIM OR OBTAIN ANY RELIEF
WHATSOEVER IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT BY SUCH PARTY
EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING
IN THE COUNTY, CITY AND STATE OF NEW YORK.

     

    
      	
               
      

            	
              23.

            	
              Remedies.

            


    

     

    In any
action or proceeding arising out of any of the provisions of this Agreement, the
Trading Advisor agrees not to seek any prejudgment equitable or ancillary
relief.  The Trading Advisor agrees that its sole remedy in any such
action or proceeding shall be to seek actual monetary damages for any breach of
this Agreement.

     

    
      	
               
      

            	
              24.

            	
              Headings.

            


    

     

    Headings
to sections herein are for the convenience of the parties only and are not
intended to be part of or to affect the meaning or interpretation of this
Agreement.

     

    
      	
               
      

            	
              25.

            	
              Successors.

            


    

     

    This Agreement, including the
representations, warranties and covenants contained herein shall be binding upon
and inure to the benefit of the parties hereto, their successors and permitted
assigns, and no other person shall have any right or obligation under this
Agreement.

     

    
      	
               
      

            	
              26.

            	
              Counterparts.

            


    

     

    This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

     

    
      	
               
      

            	
              27.

            	
              Waiver of
      Breach.

            


    

     

    The waiver by any party of a breach of
any provision of this Agreement shall not operate or be construed as a waiver of
any subsequent breach or of a breach by any other party.  The failure
of a party to insist upon strict adherence to any provision of the Agreement
shall not constitute a waiver or thereafter deprive such party of the right to
insist upon strict adherence.


     

    PURSUANT
TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION (THE "CFTC") IN
CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS ACCOUNT DOCUMENT IS
NOT REQUIRED TO BE, AND HAS NOT BEEN FILED WITH THE CFTC.  THE CFTC
DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE
ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR
DISCLOSURE.  CONSEQUENTLY, THE CFTC HAS NOT REVIEWED OR APPROVED THE
TRADING PROGRAM ADOPTED HEREUNDER OR ANY BROCHURE OR ACCOUNT
DOCUMENT.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, this Agreement has been executed for and on behalf of the
undersigned as of the day and year first above written.

     

    
      	 	
              MORGAN
      STANLEY SMITH BARNEY SPECTRUM STRATEGIC L.P.

            	 
	
               

            	
               

            	by Demeter Management LLC,	 
	 	 	General
      Partner	 
	 	 	 
	 	 	 
	 	By 	/s/ Walter Davis	 
	 	 	Walter
      Davis	 
	 	
            	
              President
      and Chairman

            	 


    

     

    
      
        	 	
                
                  DEMETER
      MANAGEMENT LLC

                

              	 
	 	 	 
	 	 	 
	 	By 	/s/ Walter Davis	 
	 	 	Name:
      Walter Davis	 
	 	
              	
                Title:
      President and Chairman

              	 


      

    

     

    
      	 	
              
                
                  DKR
      FUSION MANAGEMENT L.P.

                

              

            	 
	 	 	 
	 	 	 
	 	By 	/s/ Joseph Lanzillotti	 
	 	 	Name:
      Joseph Lanzillotti	 
	 	
            	
              Title:
      Chief Financial Officer

            	 


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    APPENDIX
A

     

    Morgan
Stanley Smith Barney Managed Futures

    MSC
Fund Operations Procedures

    08/04/09

    


    Following
is a list of abbreviations used in this document:

     

    
      	
              ·

            	
              “Fund(s)”
      refers to Morgan Stanley Smith Barney Managed Futures Funds that utilize
      MS&Co/MSIP/MSCG as a clearing commodity
  broker.

            


    

    
      	
              ·

            	
              “Futures”
      is used to identify exchange traded futures, or forward contracts, and
      options on the same, that are cleared through a clearing
      house.

            


    

    
      	
              ·

            	
              “FX”
      is used to identify non-exchange traded forward currency contracts, and
      options on the same, which are settled directly between the principals of
      the trades.

            


    

    
      	
              ·

            	
              “General
      Partner” shall mean Demeter Management
LLC.

            


    

    
      	
              ·

            	
              “Trading
      Manager” shall mean Demeter Management
LLC.

            


    

    
      	
              ·

            	
              “MF”
      is Morgan Stanley Smith Barney Managed
Futures.

            


    

    
      	
              ·

            	
              “MSC”
      is MS&Co. and/or MSIP and/or MSCG (the Clearing Commodity Broker or FX
      Counterparty, as appropriate).

            


    

    
      	
              ·

            	
              “MS&Co”
      is Morgan Stanley & Co., Inc. a subsidiary of Morgan Stanley (the
      Clearing Commodity Broker or FX (Non-Options) Counterparty as
      appropriate).

            


    

    
      	
              ·

            	
              “MSIP”
      is Morgan Stanley & Co. International plc a subsidiary of Morgan
      Stanley (a sub Clearing Commodity Broker).  MSIP clears LME
      transactions on behalf of the
Funds.

            


    

    
      	
              ·

            	
              “MSCG”
      is Morgan Stanley Capital Group a subsidiary of Morgan Stanley (the FX
      Options Counterparty).

            


    

    


    CONTACT
INFORMATION:

    


    Following
are the Morgan Stanley departments involved in servicing the Funds and the
corresponding contact information.

    


    
      	
              Abbreviation

            	
              Department

            	
              Primary
      Contact

            	
              Telephone

            	
              E-mail

            
	
              Futures
      Desk

            	
              MSC
      Futures Trading Desk

            	
              Brian
      Jackman

              James
      Stedman

            	
              +1
      212 761-1782

              +1
      212 761-1093

            	
              Brian.Jackman@morganstanley.com

              James.Stedman@morganstanley.com

            
	
              Futures
      Ops

            	
              MSC
      Futures Operations

            	
              Steve
      Bucello

               

            	
              +1
      212 276-0477

               

            	
              Steve.Bucello@morganstanley.com

               

            
	
              FX
      Desk

            	
              MSC
      Foreign Exchange Trading Desk

            	
              Richard
      Condon

              Julia
      Clancy Sands

              John
      Silver

            	
              +1
      212 761-2700

              +1
      212 761-2700

              +1
      212 761-2700

            	
              Richard.Condon@morganstanley.com

              Julia.Sands@morganstanley.com

              John.Silver@morganstanley.com

            
	
              FX
      Ops

            	
              MSC
      Foreign Exchange Operations

            	
              John
      Fusco

            	
              +1
      718 754-4868

            	
              John.Fusco@morganstanley.com

            
	
              MF
      Accounting

            	
              MF
      Accounting

            	
              Joe
      Tromello

              Kevin
      Scully

            	
              +1
      212 276-5184

              +1
      212 276-5121

            	
              Joe.Tromello@morganstanley.com

              Kevin.Scully@morganstanley.com

            
	
              MF
      Ops

            	
              MF
      Trading Operations

            	
              Laura
      Finne

               

            	
              +1
      212 296-6813

            	
              Laura.Finne@morganstaley.com

            
	
              MF
      IM

            	
              MF
      Investment Management

            	
              Patrick
      Egan

              Alper
      Daglioglu

            	
              +1
      212 296-6808

              +1
      212 296-6807

            	
              Patrick.Egan@morganstanley.com

              Alper.Daglioglu@morganstanley.com

            
	
              MF
      Strat Plan

            	
              MF
      Strategic Planning

            	
              Chris
      Barry

            	
              +1
      212 296-6812

            	
              Chris.Barry@morganstanley.com

            


    

     

    FUND
ACCOUNTS:

    Account
Configuration

    
      	
              ·

            	
              Futures and Futures Options
      Trading - For each CTA trading program three Fund trading accounts
      will be assigned.  A MS&Co segregated account, prefix
      052.  A MS&Co secured account, prefix
      05A.   A MSIP non-regulated (by the CFTC) account, prefix
      045.

            


    

    
      	
              ·

            	
              FX (Non-Options) Trading
      - One Fund account for each CTA trading program will be assigned at
      MS&Co, prefix 058.

            


    

    
      	
              ·

            	
              FX Options Trading – One
      Fund account for each CTA trading program will be assigned at MSCG (if
      needed), prefix 057.

            


    

    
      	
              ·

            	
              Excess and FX Custody Accounts
      – For each CTA trading program two Fund accounts will be set up at
      MS&Co.  One account will be designated as a custody account
      for MS&Co FX.  MF Ops will maintain equity in the custody
      account sufficient to cover margin requirements of the FX trading
      account.  The second account will contain the balance of excess
      equity that is not required in the custody and futures trading
      accounts.

            


    

    Statements

    
      	
              ·

            	
              Futures – The CTA should
      contact Futures Ops regarding access to Fund futures account
      statements.

            


    

    
      	
              ·

            	
              FX – The CTA should
      contact FX Ops regarding access to Fund FX account
    statements.

            


    

    
      	
              ·

            	
              Excess and Custody – The
      CTA should contact MF Ops regarding access to the Fund account statements
      at MS&Co.

            


    

    


    FX
TRADING:

    FX
Order Execution

    
      	
              ·

            	
              FX
      trading of the Funds must be executed through the MSC FX Desk, unless the
      General Partner and/or Trading Manager otherwise agrees in a form
      acceptable to the General Partner and/or Trading Manager.  The
      CTA should contact the MSC FX Desk for information on trade execution
      procedures.

            


    

    
      	
              ·

            	
              When
      trading FX Options, all premiums (on outright trades and cross currency
      trades) must be booked at the clearing broker so that the premium is
      stated in USD.

            


    

    EFP
Order Execution

    
      	
              ·

            	
              The
      CTA may utilize the FX Desk to execute EFP transactions. The futures leg
      of an EFP will be subject to the futures brokerage fee.  The CTA
      should contact the FX Desk for information on EFP trade execution
      procedures.

            


    

    Foreign
Currency Conversions

    
      	
              ·

            	
              The
      CTA is responsible for conversion into US dollars of Fund foreign currency
      balances created as a result of futures and/or FX trading.  The
      CTA, at its own discretion, should place conversion orders directly to the
      FX desk.

            


    

    


    FUTURES
TRADING:

    Order
Execution Service

    
      	
              ·

            	
              The
      MSC Futures Desk can provide the CTA with order execution
      facilities.  The CTA should contact the Futures Desk for
      information on trade execution
procedures.

            


    

    “Give
Up” Order Execution

    
      	
              ·

            	
              The
      CTA shall ensure that a “give-up” execution agreement is in place prior to
      the execution of any trade outside of MSC’s execution facilities in
      accordance with this Agreement or as otherwise provided in writing to the
      CTA by the General Partner and/or Trading
  Manager.

            


    

    
      	
              ·

            	
              On
      exchanges allowing “give up” execution, the CTA may have orders executed
      away from MSC and give up trades to MSC for clearing.  The CTA
      should contact Futures Ops for information on trade “give up”
      procedures.  The CTA should ensure that executing brokers give
      trades up on a timely basis.  The CTA should ensure that
      executing brokers make timely payment on price adjustments, when
      applicable.   For futures trades at exchanges where give up
      execution is not allowed, the CTA must use the execution facilities
      provided by the Clearing Commodity
Broker.

            


    

     “Give
Up” Agreements

    
      	
              ·

            	
              The
      four party FIA/FOA uniform “give up” agreement is the acceptable form for
      futures “give ups”.  The trader version FIA/FOA EFP agreement is
      the acceptable form for EFP “give ups”.  The CTA should send
      agreements that have been signed by both the CTA and executing broker to
      MF Ops, attention Laura Finne , Morgan Stanley Smith Barney, Managed
      Futures, 522 Fifth Avenue, 13th Floor, New York, NY 10036 or through EGUS
      (FIA Electronic Give Up System).

            


    

    “Give
Up” Execution Payment

    
      	
              ·

            	
              For
      Chicago Markets (CBT, CME and affiliated exchange divisions), payment for
      floor brokerage will be handled via the ATOM system or current
      exchange/clearing payment method at its standard rate to the party from
      whom it directly receives the trade.  Payment of an execution
      service fee (“Give Up Fee”) will be handled exclusively through the GAINS
      system or current exchange/clearing payment method at a rate not to exceed
      the amount permitted by the General Partner and/or Trading Manager from
      time to time (the “Execution Allowance”).  The “Execution
      Allowance” shall be based on the General Partner’s and/or Trading
      Manager’s assessment for prevailing competitive rates for “Give Up
      Fees”.

            


    

    
      	
              ·

            	
              For
      New York Markets (NYBOT, NYMEX, NYFE and affiliated exchange divisions),
      payment of “Give Up Fees” will be handled exclusively through the ATOM
      system or current exchange/ clearing payment method at a rate not to
      exceed the “Execution Allowance” to the party from whom it directly
      receives the trade.

            


    

    
      	
              ·

            	
              For
      all other markets, MSC or its carrying broker, when utilized by MSC, will
      handle payment of “Give Up Fees” to the party from whom it directly
      receives the trade at a rate not to exceed the “Execution
      Allowance”.  Bills for “Give Up Fees” should be sent directly to
      MSC or its applicable carrying
broker.

            


    

    
      	
              ·

            	
              Futures
      Ops will handle payment of “Give Up
Fees”.

            


    

    ACCOUNT
MAINTENANCE:

    Trade
Allocations

    
      	
              ·

            	
              The
      CTA is responsible for determining the trade allocation procedure for Fund
      trading accounts.  The CTA should ensure that the procedure was
      followed correctly, and that trades are booked accordingly in Fund
      accounts.

            


    

    Trade
Reporting; (Futures)

    
      	
              ·

            	
              The
      CTA is responsible for reporting all trades to Futures Ops on a timely
      basis to facilitate clearing and reduce operational risk.  The
      CTA should contact Futures Ops for additional
  information.

            


    

    Daily
Trade Checkout

    
      	
              ·

            	
              The
      CTA is responsible for daily, end of trading day, checkout of all trades
      (including currency conversion trades) with Futures and FX
      Ops.  The CTA should contact Futures and FX Ops to determine
      specific checkout procedures.

            


    

    Daily
Statement Reconciliation

    
      	
              ·

            	
              The
      CTA is responsible for daily statement trade activity and position
      balancing with FX and Futures Operations.  The CTA should
      contact FX and Futures Ops to determine specific balancing
      procedures.

            


    

    
      	
              ·

            	
              The
      CTA should provide a daily, trade reconciliation for each Fund account to
      MF Ops, by 10:00 a.m. EST/EDT.  Reconciliation reports can be
      emailed to mf.ops@morganstanley.com and should specify trades to be added
      or canceled in each account, with a valuation versus the current
      settlement price of the product, and any pending cash adjustments due from
      executing brokers or for bookkeeping corrections.  (MF Ops
      provides MF Accounting/the Administrator with adjusting information for
      the calculation of NAV.)  Please contact MF Ops if you have any
      questions regarding this procedure.

            


    

    
      	
              ·

            	
              The
      CTA should notify MF Ops of any incorrect settlement prices it becomes
      aware of with regard to the MSC account statements of a
    Fund.

            


    

    Monitoring
of Delivery Periods and Option Expirations

    
      	
              ·

            	
              The
      CTA is responsible for monitoring delivery periods (first notice dates and
      last trade dates), option expirations (option expiration and last trade
      dates), and forward settlement and/or maturity
  dates.

            


    

    
      	
              ·

            	
              The
      CTA should take appropriate actions to ensure that futures contracts do
      not result in delivery.

            


    

    
      	
              ·

            	
              The
      CTA should ensure that their intentions regarding any open option
      positions, at the time of expiration, have been communicated appropriately
      to the Futures or FX Ops areas.  Contact Futures and FX Ops for
      specific communication procedures.

            


    

    Margin
Maintenance and Cash Transaction (Journal) Reconciliation

    
      	
              ·

            	
              MF
      Ops is responsible for balancing of all journal entries in all Fund
      accounts and for ensuring the requisite corrective action is taken for
      each reconciling item.  Please note, the CTA is responsible for
      reconciling all cash entries resulting from trading activity, such as APS
      residuals and FX settlements.

            


    

    
      	
              ·

            	
              MF
      Ops is responsible for the authorization of Fund margin transfers between
      MSC and MS&Co accounts for maintaining equity (and/or collateral) in
      amounts sufficient to meet Fund margin requirements in the MSC Futures
      accounts and the FX custody
accounts.

            


    

    


    TRADING LEVEL
NOTIFICATION:

    
      	
              ·

            	
              For
      new trading allocations, MF IM will provide notification to the CTA of
      trading authorization and the trading commencement date, along with
      notification of the initial trading
level.

            


    

    
      	
              ·

            	
              Thereafter,
      notification of estimated monthly net additions/withdrawals will be
      distributed by MF Strat Plan.  On the third to last business day
      of each month a preliminary estimate will be provided.  On the
      first business day of each month a final estimate will be
      given.  Any material adjustment (1% of account equity) from the
      final estimate to the actual will be provided.  Notification
      will be made via fax or email and the CTA will be asked to acknowledge
      receipt via fax or email.  Questions regarding this procedure
      can be directed to MF Strat Plan.

            


    

    
      	
              ·

            	
              Subsequent
      to a Fund’s monthly closing, actual additions and withdrawals will be
      processed by MF Accounting/the Administrator via journal entry in the Fund
      “excess” account at MS&Co.

            


    

    
      	
              ·

            	
              Any
      other trading level/asset allocation changes will be communicated in
      writing from MF IM or MF Strat
Plan.

            


    

     

    FUND
ACCOUNTING:

    Net
Asset Value Calculation

    
      	
              ·

            	
              MF
      Accounting/the Administrator is responsible for determination of daily NAV
      estimates for the Funds.

            


    

    
      	
              ·

            	
              MF
      Accounting/the Administrator will determine the actual month end NAV of a
      Fund during the monthly closing
process.

            


    

    Brokerage
Commission and Transaction Fees

    
      	
              ·

            	
              Brokerage
      commissions for each Fund will be charged in a manner consistent with the
      prospectus or offering memorandum.  The CTA should contact MF
      Accounting/the Administrator for additional
  information.

            


    

    Fund
Fee Processing

    
      	
              ·

            	
              Fund
      interest and all Fund fees, exclusive of brokerage commissions and
      transaction fees, will be processed in a Funds “excess” account at
      MS&Co.

            


    

    
      	
              ·

            	
              MF
      Accounting/the Administrator will determine fees due to the CTA during the
      monthly closing process and notify the CTA of the fees via the monthly
      performance tables.  The CTA should provide contact information
      regarding fees to MF Accounting/the
  Administrator.

            


    

    
      	
              ·

            	
              MF
      Accounting/the Administrator will make payment of fees to the CTA via wire
      transfer.  The CTA should provide wire instructions to MF
      Accounting/the Administrator.

            


    

    


    ERROR
POLICY:

    
      	
              ·

            	
              The
      provisions of Section 2(d) of this Agreement shall be interpreted to mean
      that the benefit of profitable trading errors made by the CTA when trading
      on behalf of the Funds shall be awarded to the Funds, whereas the
      detriment of unprofitable trading errors made by the CTA when trading on
      behalf of the Funds must be borne by the
CTA.

            


    

    


    BORROWING:

    
      	
              ·

            	
              The
      CTA shall not use borrowed money to leverage any trades, unless otherwise
      approved by the General Partner and/or Trading
  Manager.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


     

    EXHIBIT
B

     

    DKR FUSION NON-CORRELATED
PROGRAM

    


    MARKETS TRADED – JANUARY
2010


    
    

     

    
      	Energy
      Futures 

              Light
      Crude Oil

              London
      Gas Oil

              Heating
      Oil

              Natural
      Gas

              RBOB
      Gasoline

              Brent
      Crude

              


              Equity Index
      Futures

              Russell
      2000

              DJ
      STOXX 50

              Dow
      Jones

              FTSE
      100

              NASDAQ

              NIKKEI
      225

              DAX
      Index

              CAC
      40

              S&P
      500

              


              Interest Rate
      Futures

              US
      Treasury Bond

              US
      10 YR Note

              US
      5 YR Note

              Aussie
      Bank Bills

              Aussie
      3 YR Bond

              Aussie
      10 YR Bond

              EURIBOR

              EURO
      Schatz

              EURO
      BOBL

              Euro
      Bund

              Euroswiss

              Eurodollar

              Euroyen

              Long
      Gilt

              Japanese
      10 YR Bond

              Short
      Sterling

            	Grain
      Futures 

              Soybeans

              Soybean
      Meal

              Soybean
      Oil

              Corn

              CBT
      Wheat

              KCBT
      Wheat

              MGE
      Spring Wheat

              


              


              Soft
      Futures

              Coffee

              Sugar

              Cocoa

              Orange
      Juice

              Cotton

              Lumber

              Robusta
      Coffee

              


              Metal
      Futures

              COMEX
      Copper

              COMEX
      Gold

              COMEX
      Silver

              London
      Nickel

              London
      Zinc

              London
      Aluminum

              London
      Copper

              


              Livestock
      Futures

              Live
      Cattle

              Lean
      Hogs

            	Foreign
      Exchange
(Futures, Interbank & Crosses) 

              US
      Dollar Index

              Mexican
      Peso

              Swiss
      Franc

              Canadian
      Dollar

              British
      Pound

              Japanese
      Yen

              Euro

              Australian
      Dollar

              Swedish
      Krona

              New
      Zealand Dollar

              Singapore
      Dollar

              Norwegian
      Krone

            


    

    

      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    EXHIBIT
C

     

    TRADING
AUTHORIZATION

     

    DKR
Fusion Management L.P.

    1281 East
Main Street

    Stamford,
CT 06902

    Attn:  Barbara
Burger, President & General Counsel

     

    Dear
Madam:

     

    MORGAN STANLEY SMITH BARNEY SPECTRUM
STRATEGIC L.P., a Delaware limited partnership (the “Partnership”), does
hereby make, constitute, and appoint DKR FUSION MANAGEMENT L.P.
(the “Trading Advisor”) as the Partnership’s agent and attorney-in-fact
to purchase and sell commodity interests through Morgan Stanley & Co.
Incorporated, Morgan Stanley & Co. International plc, and Morgan Stanley
Capital Group Inc., as commodity brokers, as described in and in accordance with
the terms of the Management Agreement dated as of March 1, 2010 among the
Partnership, Demeter Management LLC and the Trading Advisor, until further
notice to the Trading Advisor.

     

    This
authorization shall terminate and be null, void, and of no further effect
simultaneously with the termination of the said Management
Agreement.

     

    
    

     

    
      	 	
              Very
      truly yours,

               

              
                MORGAN
      STANLEY SMITH BARNEY SPECTRUM STRATEGIC L.P.

              

            
	 	by	
              Demeter
      Management LLC,

              General Partner

               

               

            
	 	
              By:

            	 	 


    

     

    Dated:  [●],
2010