efc9-1069_emailex102.htm


    Exhibit
10.2

     

     

    INTRODUCING
BROKER CLEARING AGREEMENT

     

    THIS
AGREEMENT is made as of this 3rd day of May 2007, by and between Fimat USA LLC
(hereinafter referred to as “FIMAT”) a corporation, having its principal place
of business at 630 Fifth Avenue, Suite 500, New York, NY 10111 and Altegris
Investments, Inc. (“IB”), an Arkansas corporation having its principal place of
business at 1200 Prospect Street, Suite 400, La Jolla California
92037.

     

    WHEREAS,
IB desires to introduce certain customers to FIMAT in order for such customers
to obtain clearing, execution and other services relating to the purchase and
sale of cash commodities (including financial instruments), options on cash
commodities, commodity futures contracts, options on futures contracts, security
futures contracts, forward or leverage contracts, exchange of futures for
physical and committed overnight pricing transactions and any similar
instruments which may be purchased or sold by or through FIMAT (collectively
referred to as “Futures Contracts”); and,

     

    WHEREAS,
FIMAT desires to render the foregoing services such customers.

     

    NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:

     

    1.           Services to be Performed by
FIMAT

     

    
      	
               
      

            	
              a.

            	
              FIMAT
      will accept introductions from IB for the creation of accounts in the
      records of FIMAT for customers introduced by IB (“Customers”) and FIMAT
      shall execute or cause to be executed orders for the accounts of such
      Customers, but only insofar as such orders are properly transmitted by
      Customers or third parties with discretion over Customer Accounts,
      including commodity trading advisors, to FIMAT.  Each customer,
      as introduced to FIMAT by IB, will only be regarded as a “Customer” of the
      purposes of this Agreement if (i) it is not an existing or pending
      customer of FIMAT; (ii) satisfactory due diligence is completed by
      FIMAT; and (iii) an internal credit authorization to open one or more
      accounts for such Customer is obtained by
FIMAT.

            


    

     

    
      	
               
      

            	
              b.

            	
              FIMAT
      shall prepare and transmit to Customers written reports of margin calls,
      confirmation, purchase-and-sale, and monthly statements, and such other
      documents as may be required by applicable law.  Such reports
      and other documents furnished by FIMAT to Customers shall indicate that
      the Accounts are introduced by IB to FIMAT.  FIMAT shall
      promptly also provide IB with (i) unless otherwise instructed by the
      Customer in writing, copies of all material communications, reports and
      documents, or summaries thereof, transmitted to Customers hereunder
      including, but not limited to electronic copies of all reports sent to
      Customers and daily electronic equity runs for all markets in which IB’s
      Customers’ trade, (ii) a daily electronic print image file and GMI
      data output for each account and (iii) each month, contemporaneous
      with the payment to IB of commissions and other amounts due to it under
      this Agreement, FIMAT will provide IB with a report containing the
      information in the IB template provided by FIMAT to IB as attached to this
      Agreement as Exhibit B and a breakdown of the calculation used to
      calculate the interest paid by FIMAT to IB.  IB shall treat all
      such information about Customer accounts as
      confidential.  FIMAT’S obligation to disclose any information to
      IB in relation to a Customer to this agreement shall be conditional upon
      Customer providing its prior written consent to the extent required by
      law.  FIMAT shall use its best efforts to obtain such
      consent.  IB shall ensure that Customers are aware that IB
      receives compensation in connection with their trading
      activity.

            


    

     

     

    
      Introducing Broker Clearing Agreement
-FIMAT – Altegris  -1-

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              c.

            	
              FIMAT
      shall conduct cashiering functions for Customers’ accounts.  In
      this regard, FIMAT will, pursuant to the instructions of Customers, or
      pursuant to the instructions of the commodity trading advisors they engage
      who have been given written discretionary authority to do so, accept and
      deliver cash and securities for Customer accounts; provided that FIMAT
      shall have no responsibility with respect to such cash or securities until
      such time as the cash or securities have been physically delivered to
      FIMAT.  FIMAT shall pay interest on such cash held for the
      accounts of Customers as described in Exhibit A, in respect of Winton
      Futures Fund, L.P. only, and as otherwise agreed between the parties in
      writing for each new Customer on a case by case
  basis.

            


    

     

    
      	
               
      

            	
              d.

            	
              FIMAT
      shall maintain books and records as required by applicable Federal, state
      and self-regulatory laws, rules and regulations of all transactions for
      Customers’ accounts executed or cleared through
  it.

            


    

     

    
      	
               
      

            	
              e.

            	
              FIMAT
      shall notify IB in writing, promptly upon receipt, or obtaining knowledge,
      of any material Customer complaint or pending or threatened action or
      proceeding by any Customer or if any Customer fails to deposit or maintain
      proper margin, or incurs a deficit in any Customer
  account.

            


    

     

    2.           Information to be Provided
by IB

     

    
      	
               
      

            	
              a.

            	
              IB
      shall promptly provide to FIMAT upon request, with basic data and other
      documents as requested and/or required by applicable federal, state,
      exchange and self-regulatory rules and regulations, as shall be necessary
      or appropriate to permit FIMAT to discharge its obligations
      hereunder.

            


    

     

    
      	
               
      

            	
              b.

            	
              IB
      shall furnish FIMAT with such information and documentation as requested
      by FIMAT for the opening and carrying of Customers’ accounts, including,
      but not limited to, account information and risk disclosure statements, on
      FIMAT’s account forms.

            


    

     

    
      	
               
      

            	
              c.

            	
              IB
      agrees to cause all Customers to execute appropriate customer documents
      (“Customer Agreements”) on such forms as shall be provided by FIMAT to IB
      or as shall otherwise be approved in writing by
  FIMAT.

            


    

     

    
      	
               
      

            	
              d.

            	
              IB
      shall provide FIMAT, upon its written request, with its yearly audited
      financial statements within ninety (90) days following the end of
      IB’s fiscal year and summaries of pending litigation within thirty
      (30) days following the end of each of IB’s fiscal quarters;
      provided, however, that IB shall provide FIMAT with a summary of each
      claim against IB within five (5) days of IB’s receipt of notice of
      such claims.

            


    

     

    
      	
               
      

            	
              e.

            	
              At
      the written request of FIMAT, lB shall provide access, for purposes of
      inspection and examination to its books of account and records to FIMAT in
      response to a request from any designated examining authority of FIMAT or
      any exchange, regulatory or self-regulatory
  authority.

            


    

     

    
      	
               
      

            	
              f.

            	
              IB
      shall provide to FIMAT corporate resolutions, partnership agreements or
      such other documentation as FIMAT may, in its discretion require, showing
      evidence that IB has full power and authority to enter into this
      Agreement.

            


    

     

    3.           Responsibility for
Employees

     

    IB and
FIMAT shall be totally responsible for their own employees and other persons
acting for them in all capacities.

     

    4.           Communications with
Customers

     

    Neither
party shall issue, publish or distribute any advertisement, market letter,
market research report or other sales literature which utilizes or makes
reference to the name or facilities of the other party or any of its affiliates,
without such party’s prior written consent.

     

     

    
      Introducing Broker Clearing Agreement
-FIMAT – Altegris  -2-

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.           Duties of IB with Respect to
Customers’ Accounts

     

    
      	
               
      

            	
              a.

            	
              IB
      shall assist FIMAT in obtaining all relevant account documentation,
      including, but not limited to, acknowledgments of receipt of disclosure
      documents and proper exemptive
notices.

            


    

     

    
      	
               
      

            	
              b.

            	
              IB
      shall assure its compliance, as well as that of its employees and
      associated persons, with all rules and regulations to which IB and such
      persons are subject, including but not limited to the requirements and
      regulations of all foreign governing bodies, rules and regulations of the
      Commodity Futures Trading Commission CFTC), exchanges and self-regulatory
      organizations.  IB shall notify FIMAT promptly if at any time
      IB’s registration with any of the foregoing is not in good standing or if
      lB is the subject of an investigation by any of the above mentioned
      agencies.

            


    

     

    
      	
               
      

            	
              c.

            	
              IB
      shall adhere to all reasonable procedures instituted by FIMAT, and
      communicated to IB in writing.

            


    

     

    
      	
               
      

            	
              d.

            	
              IB
      shall notify FIMAT in writing, immediately upon receipt, or obtaining
      knowledge, of any material Customer complaint or pending or threatened
      action or proceeding by any Customer.  FIMAT shall provide IB
      with any assistance IB may reasonably request in order to enable IB to
      handle such inquiries or complaints, however, subject to Section 10,
      FIMAT shall have the right to respond to, adjust, settle or reconcile any
      such Customer complaint which names FIMAT as a party, and any such
      remedial action taken by FIMAT shall be binding upon IB.  FIMAT
      shall notify IB if FIMAT receives a complaint from any Customer of
      IB.

            


    

     

    
      	
               
      

            	
              e.

            	
              IB
      shall not guarantee any Customer account against loss or a margin call in
      an account or in respect of any transaction effected with or for such
      Customer account.

            


    

     

    
      	
               
      

            	
              f.

            	
              IB
      shall make no report or statement (whether orally or in writing) to any
      Customer with respect to any transaction, position, or other matter
      relating to a Customer’s account that is not in conformity with
      statements, reports, and information furnished by FIMAT pursuant to this
      Agreement and any related agreements with
  Customers.

            


    

     

    
      	
               
      

            	
              g.

            	
              IB
      shall notify FIMAT immediately in the event that IB or any agent thereof
      shall become subject to suspension, restriction, disciplinary action,
      sanction, investigation or fine by any regulatory body having jurisdiction
      over IB, IB’s business or FIMAT.  IB authorizes FIMAT to take
      all such steps as may be necessary for FIMAT to maintain compliance with
      the laws, rules and regulations to which it is
  subject.

            


    

     

    6.           IB’s Anti-Money Laundering
Responsibilities

     

    
      	
               
      

            	
              a.

            	
              IB
      hereby agrees and acknowledges that it is obligated to, and will, comply
      with anti-money laundering laws and regulations, including any future
      obligations that may be imposed on IB by law or regulation to know its
      Customers, their source and use of funds, and to monitor for and identify
      suspicious activity.  These obligations include, but are not
      limited to:  (a) currency and foreign transaction
      reporting; (b) suspicious activity reporting; (c) customer
      identification and verification (USA PATRIOT Act § 326); applying
      enhanced due diligence to private banking accounts (USA PATRIOT Act
      § 312); (e) applying those special measures as maybe directed by
      the Secretary of the Treasury (USA PATRIOT Act § 311);
      (f) observing the prohibition on doing business with foreign shell
      banks (USA PATRIOT Act § 313); (g) collecting (and providing to
      FIMAT) certain information as it relates to foreign banks (USA PATRIOT Act
      § 319); and otherwise complying with all applicable laws and
      regulations relating to money laundering
  prevention.

            


    

     

    
      	
               
      

            	
              b.

            	
              IB
      has established and maintains an anti-money laundering program, consisting
      of at a minimum, written internal policies, procedures and controls
      including a means for monitoring and identifying suspicious activity, the
      designation of an anti-money laundering compliance officer, an ongoing
      employee training program, an independent audit function to test such
      programs, and any additional

            


    

     

     

    
      Introducing Broker Clearing Agreement
-FIMAT – Altegris  -3-

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                 
      

              	
                 

              	
                requirements
      set forth in the rules of any self-regulatory organization of which IB is
      a member.

              


      

       

    

    
      	
               
      

            	
              c.

            	
              As
      indicated above, IB is responsible for filing currency transaction reports
      and suspicious activity reports, including form
  SAR.

            


    

     

    
      	
               
      

            	
              d.

            	
              IB
      shall, as soon as practical after identifying a suspicious activity and in
      any event prior to filing a suspicious activity report on SAR, notify
      FIMAT and shall communicate with FIMAT about the transaction for purposes
      of sharing information about the transaction and determining whether IB or
      FIMAT shall file the SAR, unless such sharing of information is prohibited
      by law.  IB will provide FIMAT with copies of all SARs and other
      communications it files with respect to Customer accounts held at FIMAT,
      unless prohibited by law.

            


    

     

    
      	
               
      

            	
              e.

            	
              Prior
      to filing any report with the Treasury Department, the IRS, the U.S.
      Customs Service or any regulatory body or organization relating to the
      reporting of currency transactions IB shall notify FIMAT and cooperate
      with FIMAT as FIMAT may deem appropriate, unless prohibited by law from
      doing so.

            


    

     

    
      	
               
      

            	
              f.

            	
              FIMAT
      reserves the right to make and file such suspicious activity or other
      reports as listed in above when it deems it necessary or appropriate; and
      IB recognizes that when FIMAT does so, FIMAT does not thereby assume any
      responsibility for making and filing reports on behalf of IB and/or
      relieve IB of its own responsibility for making and filing reports as
      necessary under U.S. or other laws and regulations.  FIMAT will
      provide IB a copy of any such report that relates to a Customer account,
      unless prohibited by law from doing
so.

            


    

     

    
      	
               
      

            	
              g.

            	
              At
      the time of the opening of any new Customer account, IB must obtain
      sufficient information from its Customer to satisfy itself as to the
      identity of its Customer and the source of the Customer’s
      funds.  IB also must satisfy itself that opening the Customer
      account would not violate the provisions of various Executive Orders and
      regulations administered by the U.S. Treasury Department’s Office of
      Foreign Assets Control (“OFAC”).  IB will immediately inform
      FIMAT of the existence of any Customer account subject to an OFAC
      restriction.  As detailed below, FIMAT uses software that may
      assist IB to detect possible OFAC
violations.

            


    

     

    
      	
               
      

            	
              h.

            	
              For
      any Customer accounts opened for a non-resident alien, IB will comply with
      FIMAT’s written AML guidelines as provided to IB by FIMAT from time to
      time.

            


    

     

    
      	
               
      

            	
              i.

            	
              IB
      will not establish or maintain specially coded or numbered Customer
      accounts.

            


    

     

    
      	
               
      

            	
              j.

            	
              IB
      shall undertake reasonable efforts to ascertain that the Customer is not
      engaged in unlawful activities, the assets being invested have been
      legitimately obtained, and any disbursements to a Customer or third party
      are for legitimate purposes.

            


    

     

    7.           FIMAT’s Anti-Money
Laundering Responsibilities

     

    
      	
               
      

            	
              a.

            	
              FIMAT
      hereby agrees and acknowledges that it is obligated to comply with
      anti-money laundering laws and regulations, including any future
      obligations that may be imposed on FIMAT.  Notwithstanding the
      foregoing, FIMAT shall be primarily responsible for supervision of ongoing
      account activity in accordance with the USA PATRIOT Act and the
      regulations promulgated pursuant thereto, or any similar laws or
      regulations enacted or adopted hereafter (including, without limitation,
      NFA Compliance Rule 2-9(c).  In the event FIMAT has
      electronic tools for detecting possible money laundering and terrorist
      financing, FIMAT shall make those tools available to
  IB.

            


    

     

    
      	
               
      

            	
              b.

            	
              For
      each new Customer account opened by IB, FIMAT shall submit the name and
      address as provided by the IB to a service company which will determine if
      the Customer is on an OFAC list or is located in a country which is not
      considered a cooperative country by the U.S.
  government.

            


    

     

     

     

    
      Introducing Broker Clearing Agreement
-FIMAT – Altegris  -4-

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              c.

            	
              In
      the normal course of providing clearing and custody services, FIMAT may
      detect apparent suspicious activity.  In such circumstances,
      FIMAT will contact IB about the transaction for purposes of sharing
      information about the transaction, unless FIMAT believes that IB itself
      may be engaged in suspicious activity and/or FIMAT would be prohibited by
      law from sharing with IB information about the suspicious
      transaction.  Nothing in this Section is to be read to prohibit
      FIMAT from filing its own suspicious activity and other reports, as it
      believes necessary or appropriate.

            


    

     

    
      	
               
      

            	
              d.

            	
              For
      all incoming wires, FIMAT shall scan relevant information, including the
      remitter’s name and address and the originating bank’s name and address,
      (to the extent provided on an incoming wire) to detect possible OFAC
      restrictions.

            


    

     

    
      	
               
      

            	
              e.

            	
              Requests
      for third party wires are processed by FIMAT on an exception basis
      only.  When allowed, for outgoing wires ordered to the delivery
      of a person or entity other than the account holder, FIMAT requires
      relevant information, including the payee’s name and address and the
      recipient bank’s name and address, to allow FIMAT’s processing to detect
      possible violations of OFAC
restrictions.

            


    

     

    8.           Margins and Margin
Calls

     

    FIMAT, in
its reasonable discretion, shall determine the amount of margin required for
each commodity futures trading account.  FIMAT, from time to time, may
establish margin requirements that exceed the minimum requirements established
by various contract markets, exchanges or the clearing organizations affiliated
therewith.  Margin requirements may be changed by FIMAT without prior
notice; however, FIMAT will promptly notify IB of such
changes.  Should FIMAT determine that a Customer account is under
margined, it shall promptly notify the IB.

     

    9.           Commission
Payments

     

    Customer
shall pay FIMAT clearing and other charges, and FIMAT shall compensate IB for
Customer business, as is provided for in Exhibit A (in respect of Winton Futures
Fund, L.P. only, and as otherwise agreed between the parties in writing for each
new Customer on a case by case basis) after deducting any amounts owing to FIMAT
or any of its affiliates under this Agreement or otherwise, including, but not
limited to IB’s share of Bad Debts.

     

    10.           Indemnification

     

    (a)           IB
shall fully indemnify, protect and hold harmless FIMAT and its directors,
officers, shareholders, employees, agents, affiliates, and each person, if any,
controlling FIMAT from and against any and all manner of claims, demands,
proceedings, suits or actions (whether in law or in equity) and losses,
liabilities, damages, expenses and costs (including attorneys’ fees, but
excluding any consequential loss or loss of profit) (collectively, “Losses”)
suffered by FIMAT resulting from or relating to:

     

    
      	
               
      

            	
              (i)

            	
              Any
      breach by IB of IB’s duties or obligations under this
      Agreement;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Any
      inaccuracy or misrepresentation in, or breach of, any of the warranties,
      representations, covenants or agreements made by IB
  herein;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Any
      Customer instituting a claim, suit, action, or other proceeding (whether
      in law or in equity) against FIMAT or any of its affiliates, or any
      exchange or any U.S. or non-U.S. governmental agency or self-regulatory
      organization institutes a claim, suit, action, or other proceeding against
      FIMAT or any of its affiliates relating to this Agreement or any Customer
      that are caused by any action or inaction of
IB;

            


    

     

     

    
      Introducing Broker Clearing Agreement
-FIMAT – Altegris  -5-

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (iv)

            	
              Any
      debts, liabilities or obligations arising from the failure of IB to comply
      with the Commodity Exchange Act (the “Act”), the Gramm-Leach-Blily Act,
      the rules and regulations of the CFTC, Federal Trade Commission (“FTC”),
      NFA and any Exchange or with any other applicable law of any jurisdiction
      or agency thereof.

            


    

     

    (b)           FIMAT
shall fully indemnify, protect and hold harmless IB and its directors, officers,
shareholders, employees, agents, affiliates, and each person, if any,
controlling lB from and against any and all Losses suffered by IB resulting from
or relating to:

     

    
      	
               
      

            	
              (i)

            	
              Any
      breach by FIMAT of its duties or obligations under this
      Agreement;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Any
      inaccuracy or misrepresentation in, or breach of, any of the warranties,
      representations, covenants or agreements made by FIMAT
    herein;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Any
      claims, liabilities or demands of IB in respect of any Customer or any
      other third party that are caused by any action or inaction of FIMAT
      including any breach by FIMAT of its obligations under its Customer
      Agreement; or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              any
      liabilities or obligations arising from the failure of FIMAT to comply
      with the Act, the Gramm-Leach-Bliley Act, the rules and regulations of the
      CFTC, Federal Trade Commission, NFA and any Exchange or with any other
      applicable law of any jurisdiction or agency
  thereof.

            


    

     

    (c)           None
of the foregoing provisions for indemnification shall be applicable with respect
to default judgments, confessions of judgment or settlements entered into by the
party claiming indemnification (“Indemnitee”) without the prior consent of the
party obligated to indemnify the other party (“Indemnitor”); provided, however,
that should the Indemnitor refuse to consent to a settlement approved by the
Indemnitee, the Indemnitee may effect such settlement, pay the amount in
settlement as it shall deem reasonable and seek a judicial or regulatory
determination with respect to reimbursement by the Indemnitor of any loss,
liability, damage, cost or expense (including reasonable attorneys’ and
accountants’ fees) incurred by the Indemnitee in connection with the settlement
to the extent the loss, liability, damage, cost or expense (including reasonable
attorneys’ and accountants’ fees) was caused by or based upon violation of this
Agreement by the Indemnitor or violation of the standard of conduct set forth
herein.  Notwithstanding the foregoing, the Indemnitor shall, at all
times, have the right to offer to settle any matters and if the Indemnitor
successfully negotiates a settlement with the third party claimant and tenders
payment therefore to the Indemnitee, the Indemnitee must either use its best
efforts to dispose of the matter in accordance with the terms and conditions of
the proposed settlement or the Indemnitee may refuse to settle the matter and
continue its defense in which latter event the maximum liability of the
Indemnitor to the Indemnitee shall be the amount of said proposed
settlement.

     

    (e)           Promptly
after receipt by any of the indemnified parties under this agreement of notice
of any proceeding, the Indemnitee shall notify the Indemnitor in writing of the
commencement thereof, if a claim with respect thereof is to be made under this
Agreement.  If the Indemnitee has actual knowledge of the commencement
of such Proceeding, the failure to notify the Indemnitor shall not relieve such
Indemnitor from any indemnification liability which it may have to such
Indemnitee pursuant to this Section 10, and the omission to notify the
Indemnitor shall not relieve the Indemnitor from any obligation or liability
which it may have to any such Indemnitee otherwise than under the provisions of
Section 10 except to the extent such failure to so notify causes judgment
to be entered.  The Indemnitor will be entitled to participate in the
defense of any such Proceeding and to assume the defense thereof with the
assistance of counsel reasonably satisfactory to the Indemnitee.  In
any such Proceeding, the Indemnitee shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the Indemnitee’s
own expense unless (i) otherwise agreed by the Indemnitor and Indemnitee,
or (ii) the named parties to any such proceeding (including any impleaded
parties) include both the Indemnitor and the Indemnitee, and representation of
both parties by the same counsel would 

     

     

     

     

    
      Introducing Broker Clearing Agreement
-FIMAT – Altegris  -6-

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      be
inappropriate due to actual or potential differing interests between them or the
existence of different or additional defenses (it being understood, however,
that the Indemnitor shall not be liable for legal fees or other expenses of more
than one separate film of attorneys for all such Indemnitees, which firm shall
be designated in writing by such Indemnitees and be reasonably acceptable to the
Indemnitor).  The Indemnitee will cooperate with the Indemnitor in
connection with any such Proceeding and shall make all personnel, books and
records relevant to the Proceeding available to the Indemnitor and grant such
authorizations or powers of attorney to the agents, representatives and counsel
of the Indemnitor as the Indemnitor may reasonably consider desirable in
connection with the defense of any such Proceeding.

    

     

    (f)           Any
dispute as to whether a person or entity is entitled to indemnification under
this Section 10 shall be determined by binding arbitration in accordance
with Section 21.

     

    11.           Representations and
Warranties

     

    The
parties represent and warrant as follows:

     

    
      	
               
      

            	
              (a)

            	
              IB
      and FIMAT have obtained and will maintain, during the term hereof, all
      licenses and registrations necessary for the conduct of its business,
      including, without limitation, registration with the CFTC, the NFA and
      such other regulatory or self-regulatory organizations as may be necessary
      for the proper conduct of the parties
business;

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      parties have all requisite authority, whether arising under applicable
      Federal, state, exchange or self-regulatory organization laws, rules and
      regulations or otherwise to enter into this
  Agreement;

            


    

     

    
      	
               
      

            	
              (c)

            	
              All
      employees, agents and associated persons of both parties have been and
      will continue to be duly registered and licensed as necessary and to the
      extent required by law, to participate in the transactions contemplated by
      this Agreement; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              Both
      parties are currently and shall remain in compliance with all financial
      and regulatory requirements as set forth by the CFTC, NFA, FTC, exchanges
      or any other self-regulatory organization, including, without limitation,
      the minimum capital requirements set forth in CFTC Regulation
      1.17.  IB shall promptly notify FIMAT, in writing, if IB’s net
      capital falls below the requirements of the NFA and the
    CFTC.

            


    

     

    12.           Security Interest and Right
of Set Off

     

    IB hereby
grants to FIMAT a security interest and lien in all monies, securities, futures
contracts or other property which FIMAT may at any time be carrying for IB for
any reason to offset and discharge IB’s liability to FIMAT pursuant to this
Agreement.

     

    13.           Requests for
Information

     

    Each of
the parties shall have the right to disclose any information regarding the other
or the Customers as required by any Federal, state, exchange or self-regulatory
authority or pursuant to any subpoenas properly served upon such disclosing
party.

     

    14.           Advertising

     

    Any and
all advertising, sales literature or other promotional material of the IB shall
be at its expense and no such
advertising, sales literature or promotional material shall use the name of
FIMAT, its employees or affiliates, in any manner, unless IB has obtained
FIMAT’s prior reasonable written consent.

     

    
      Introducing Broker Clearing Agreement
-FIMAT – Altegris  -7-

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    15.           Relationship of the
Parties

     

    IB is an
introducing broker, registered as such with the CFTC and is a member of the
NFA.  As such, the parties acknowledge that IB is a separate and
distinct entity completely independent from FIMAT.  Nothing contained
herein shall be construed by the parties, or by any third party, as creating a
relationship of agency, partnership, joint venture or employer-employee between
FIMAT and IB.  FIMAT shall have no responsibility or liability,
whether real, contingent or otherwise, for the acts or omissions of IB to third
parties.

     

    16.           FIMAT Right to Limit
Accounts

     

    FIMAT, in
its sole and absolute discretion, may refuse to accept any Customer of IB and
may refuse an order for Futures Contracts for a Customer, and, on prior notice
to IB, if possible, may terminate any Customer account previously
accepted.  FIMAT may liquidate any position in any Customer account,
if, in FIMAT’s reasonable discretion, FIMAT deems it necessary for its
protection.  IB agrees that FIMAT is not a fiduciary or advisor to IB
or to its Customers.  Anything in this Agreement to the contrary
notwithstanding, FIMAT shall have the same rights and remedies in dealing with
the Customers as are set forth in each customer agreement between FIMAT and such
Customer.

     

    17.           Termination

     

    
      	
               
      

            	
              (a)

            	
              The
      term of this Agreement shall be indefinite.  Either party upon
      ten (10) days written notice may terminate this
      Agreement.  If IB is terminating this Agreement, it shall give
      FIMAT reasonable prior notice of the transferee futures commission
      merchant and evidence of Customer’s intent to transfer.  Within
      thirty (30) days of termination of this Agreement by either party for
      any reason, IB agrees to provide FIMAT instructions regarding the transfer
      of Customer accounts.  Upon receipt of written instructions from
      Customer (or its designee who has been given written authority to do so)
      to FIMAT, and proof of sufficient notice to Customer from IB to FIMAT,
      FIMAT shall assign all Customer Accounts to an FCM selected by Customer
      (or such designee) and shall transfer all Customer balances and open
      positions in such accounts via a tape-to-tape transfer to the extent the
      receiving FCM will accept a tape-to-tape transfer.  Except for
      the 1⁄2 turn commission in connection with the establishment of any open
      positions at FIMAT any fee or commission levied by an exchange and/or any
      outstanding balance owed by any client to FIMAT neither IB nor such
      Customer accounts will be charged any other fees, commissions or charges
      with respect to such transfer.  Furthermore FIMAT shall provide
      IB with copies of the Customer account documentation including account
      opening documentation.  FIMAT agrees that in the event that the
      FCM to which the accounts have been assigned refuses any account in
      writing within 48 hours of assignment or FIMAT does not receive transfer
      instructions from IB within 30 days of the date of termination, FIMAT
      shall maintain Customer accounts and will notify Customers that they must
      elect an FCM within thirty (30) days; provided however, that if FIMAT
      is prohibited by applicable law or regulation from continuing to provide
      services to any client, it may immediately close any such client account
      and notify IB and Client It is for the Customers to decide whether and
      whom to transfer their accounts to.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Upon
      termination of this Agreement, each party shall continue to indemnify,
      protect and hold harmless the other party, its subsidiaries, its
      affiliates and all of the persons controlling any of them for any
      liabilities, losses, expenses and costs incurred by either party as a
      result of any event the occurrence of which would have required
      indemnification if the Agreement were in
effect.

            


    

     

    
      	
               
      

            	
              (c)

            	
              FIMAT
      and IB specifically agree that any and all obligations owing to the other
      shall survive the termination of this Agreement and shall remain in full
      force and effect despite the termination of this Agreement to any
      occurrence or transmission undertaken during the life of this
      Agreement.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Continuing
      Payments:

            


    

     

    (i)           If
this Agreement is terminated for any reason and Customers introduced to FIMAT by
lB remain Customers of FIMAT thereafter, FIMAT shall continue to make Continuing


     

    
      Introducing Broker Clearing Agreement
-FIMAT – Altegris  -8-

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Payments (as defined below) to IB as long as such Customers remain
Customers of FIMAT or any affiliate thereof.

     

    (ii)           If,
during the term of this Agreement, any Customer of IB introduced to FIMAT by IB
chooses to terminate its relationship with IB and enter into a direct
relationship with FIMAT, FIMAT shall continue to make Continuing Payments to IB
for as long as such Customer remains a Customer of FIMAT or any affiliate
thereof.

     

    
      	
               
      

            	
              (e)

            	
              FIMAT’s
      obligation to make Continuing Payments are contingent
      upon:  (x) the Customers maintaining their accounts on the
      books of FIMAT or its affiliates and (y) IB maintaining the necessary
      regulatory licenses to receive such
amounts.

            


    

     

    
      	
               
      

            	
              (f)

            	
              For
      purposes of this Agreement “Continuing Payments” means the amounts
      described in Paragraph 9 as though this Agreement were still in
      effect.  During the period in which FIMAT makes Continuing
      Payments it shall continue to provide IB with the reports described in
      paragraph 1(b).

            


    

     

    18.           Non-Solicitation

     

    FIMAT,
its affiliates and their respective employees (the “FIMAT Parties”) shall not
solicit any Customer during or after the term of this Agreement

     

    19.           Assignment

     

    This
Agreement may be assigned only by mutual written agreement between the parties
(which agreement shall not be unreasonably withheld) and upon receipt of any
required regulatory notice by the appropriate party.

     

    20.           Governing
Law

     

    This
Agreement, and the rights and obligations of the parties hereto, shall be
governed by, construed and enforced in all respects by the Laws of the State of
New York, without regard to its conflict of laws principles.

     

    21.           Arbitration and Consent to
Jurisdiction and Venue

     

    As to
disputes between FIMAT and IB, except with respect to injunctive relief brought
by either party, which shall be brought exclusively in a state or federal Court
located in New York County, New York, all controversies that arise in connection
with any transaction contemplated by this Agreement or the construction,
performance or breach of this Agreement, shall be determined by arbitration to
be held in New York County, New York, in accordance with the rules then
obtaining of the NFA or in accordance with the rules then obtaining of the
American Arbitration Association in the event the NFA declines jurisdiction;
provided however,  that (i) the arbitrator(s) shall be
knowledgeable in industry standards and practices and the matters giving rise to
the dispute; (ii) the arbitrator(s) shall not have the power and authority
to award punitive damages; (iii) the authority of the arbitrators(s) shall
be limited to construing and enforcing the terms and conditions of this
Agreement as expressly set forth herein; and (iv) the arbitrator(s), if
allowed by the rules, shall state the reasons for their award and their legal
and factual conclusions underlying the award in a written
opinion.  The award of the arbitrator(s), or a majority of them, shall
be final, and judgment upon the award may be confirmed and entered in any court,
state or federal, having jurisdiction.

     

    22.           Miscellaneous

     

    
      	
               
      

            	
              (a)

            	
              If
      any part, term or provision of this Agreement is held to be illegal or in
      conflict with the law of any state or any other law, the validity of the
      remaining portions or provisions shall not be affected, and the rights and
      obligations of the parties shall be construed and enforced as if this
      Agreement did not contain the particular part, term or provision held to
      be invalid.  The section headings in this
  

            


    

     

     

    
      Introducing Broker Clearing Agreement
-FIMAT – Altegris  -9-

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
       

      
        	
                 
      

              	
                 

              	
                Agreement
      are inserted for convenience of reference only and are not intended to
      limit the applicability or affect the meaning of any of its
      provisions.

              


      

       

    

    
      	
               
      

            	
              (b)

            	
              This
      Agreement shall inure to the benefit of, and be binding on each of the
      parties and their successors and
assigns.

            


    

     

    
      	
               
      

            	
              (c)

            	
              At
      all times during the term of this Agreement and following the termination
      thereof (i) each of the IB and FIMAT will keep confidential any
      information acquired in respect of the other as a result of this Agreement
      regarding the business, affairs and customers of each other, and shall not
      disclose this information to third parties except as may be required by
      law.

            


    

     

    
      	
               
      

            	
              (d)

            	
              FIMAT
      has established a Business Continuity Plan in accordance with applicable
      rules.  lB may obtain a copy of FIMAT’s Business Continuity
      Plan, upon IB’s request.

            


    

     

    23.           Notices

     

    If to
FIMAT:

    630 Fifth
Avenue,

    Suite
500

    New York,
NY 10111

    Attention,
General Counsel

     

    
      	
               
      

            	
              If
      to IB:

            	
              Altegris
      Investments, Inc.

            


    

    
      	
               
      

            	
              1200
      Prospect Street

            


    

    
      	
               
      

            	
              Suite
      400

            


    

    
      	
               
      

            	
              La
      Jolla CA 92037

            


    

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.

     

    
      
        	FIMAT
      USA, LLC	 	 	ALTEGRIS
      INVESTMENTS, INC.	 
	
                 

                 

                /s/
      Frank Perry

              	 	 	
                 

                 

                /s/
      Robert J. Amedeo

              	 
	
                Signature

              	 	 	
                Signature

              	 
	 	 	 	 	 
	     Frank
      Perry	 	 	Robert
      J. Amedeo	 
	     Deputy
      General Manager	 	 	 	 
	
                Print
      Name and Title 

              	 	 	
                Print
      Name and Title

              	 


      

    

     

     

     

    
      Introducing Broker Clearing Agreement
-FIMAT – Altegris  -10-

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Exhibit
A

    Sharing
of Net Revenues

    Winton
Futures Fund, L.P.

     

     

     

     

    
      Introducing Broker Clearing Agreement
-FIMAT – Altegris  -11-

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

     

     

     

     

    Global Listed Futures Term Sheet:
[Redacted]