Partnership’s assets allocated to it. Any open positions or other investments at the time ofreceipt of such notice of a change in trading policy shall not be deemed to violate the changedpolicy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviatefrom the trading policies set forth in the Prospectus without the prior written consent of thePartnership given by CMF, which consent shall not be unreasonably withheld or delayed and may beprovided by CMF by email. The Advisor makes no representation or warranty that the trading to bedirected by it for the Partnership will be profitable or will not incur losses.     (b) CMF acknowledges receipt of the Disclosure Document. All trades made by the Advisor forthe account of the Partnership shall be made through such commodity broker or brokers as CMF shalldirect, and the Advisor shall have no authority or responsibility for selecting or supervising anysuch broker in connection with the execution, clearance or confirmation of transactions for thePartnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, withthe prior written permission (by either original or fax copy) of CMF, may direct all trades incommodity futures and options to a futures commission merchant or independent floor broker itchooses for execution with instructions to give-up the trades to the broker designated by CMF,provided that the futures commission merchant or independent floor broker and any give-up or floorbrokerage fees are approved in advance by CMF, which approval shall not be unreasonably withheld ordelayed and may be provided by CMF by email. All give-up or similar fees relating to the foregoingshall be paid by the Partnership after all parties have executed the relevant give-up agreements(by either original or fax copy). CMF will cause the Partnership’s commodity brokers to providethe Advisor with copies of all confirmation, purchase and sale, monthly and similar statements atthe time such statements are available to CMF.     (c) The initial allocation of the Partnership’s assets to the Advisor will be made to theProgram as described in the Disclosure Document. In the event the Advisor wishes to use a tradingsystem or methodology other than or in addition to the Program in connection with its trading forthe Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF priorwritten notice of its intention to utilize such different trading system or methodology and CMFconsents thereto in writing, which consent shall not be unreasonably withheld or delayed and may beprovided by CMF by email. In addition, the Advisor will provide five days’ prior written notice toCMF of any change in the trading system or methodology to be utilized for the Partnership which theAdvisor deems material. If the Advisor deems such change in system or methodology or in marketstraded to be material, the changed system or methodology or markets traded will not be utilized forthe Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMFof any changes to the trading system or methodology that would require a change in the descriptionof the trading strategy or methods described in the Disclosure Document. Further, the Advisor willprovide the Partnership with a current list of all commodity interests to be traded for thePartnership’s account and will not trade any additional commodity interests for such accountwithout providing five days’ prior written notice thereof to CMF and receiving CMF’s writtenapproval, which approval shall not be unreasonably withheld or delayed and may be provided by CMFby email. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of theassets under the Advisor’s management together with all other matters deemed by the Advisor to bematerial changes to its business not previously reported to CMF. The Advisor further agrees thatit will
2

 
use commercially reasonable efforts to convert foreign currency balances (not required tomargin positions denominated in a foreign currency) to U.S. dollars no less frequently thanmonthly.     (d) The Advisor agrees to make all material disclosures to the Partnership regarding itselfand its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholders,directors, officers and employees, their trading performance and general trading methods, itscustomer accounts (but not the identities of or identifying information with respect to itscustomers) and otherwise as are required in the reasonable judgment of CMF to be made in anyfilings required by Federal or state law or NFA rule or order. Notwithstanding Paragraphs 1(d) and4(d) of this Agreement, the Advisor is not required to disclose the actual trading results ofproprietary accounts of the Advisor or its principals unless CMF reasonably determines that suchdisclosure is required in order to fulfill its fiduciary obligations to the Partnership or thereporting, filing or other obligations imposed on it by Federal or state law or NFA rule or order.The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is aproperty right belonging to the Advisor and that they will keep all such advice confidential andwill not make use of such advice in any manner or disclose such advice to third parties. Further,CMF agrees to treat as confidential any results of proprietary accounts and/or proprietaryinformation with respect to trading systems obtained from the Advisor. Nothing contained in thisAgreement shall require the Advisor to disclose the details of its trading methodologies, programsor systems.     (e) The Advisor understands and agrees that CMF may designate other trading advisors for thePartnership and apportion or reapportion to such other trading advisors the management of an amountof Net Assets (as defined in Paragraph 3(b) hereof) as it shall determine in its absolutediscretion. The designation of other trading advisors and the apportionment or reapportionment ofNet Assets to any such trading advisors pursuant to this Paragraph 1 shall neither terminate thisAgreement nor modify in any regard the respective rights and obligations of the parties hereunder.     (f) CMF may, from time to time, in its absolute discretion, select additional trading advisorsand reapportion funds among the trading advisors for the Partnership as it deems appropriate. CMFshall use its best efforts to make reapportionments, if any, as of the first day of a month. TheAdvisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s solediscretion so that CMF may meet margin calls on the Partnership’s account, fund redemptions,withdrawals or for any other reason, except that CMF will not require the liquidation of specificpositions by the Advisor. CMF and the Partnership acknowledge that any such request to liquidatepositions by CMF may result in the Partnership incurring losses which it might otherwise not haveincurred. CMF will use its best efforts to give two days’ prior notice to the Advisor of anyreallocations or liquidations.     (g) The Advisor will not be liable for trading losses in the Partnership’s account includinglosses caused by errors; provided, however, that the Advisor will be liable to the Partnership withrespect to losses incurred due to negligent errors committed or caused by it or any of itsprincipals or employees in communicating improper trading instructions or orders to any broker onbehalf of the Partnership. The Advisor shall promptly notify CMF and the
3

 
Partnership of any errors committed by it and of any order or trade it believes was notexecuted in accordance with its instructions.     2. INDEPENDENCE OF THE ADVISOR. For all purposes herein, the Advisor shall be deemedto be an independent contractor and, unless otherwise expressly provided or authorized, shall haveno authority to act for or represent the Partnership in any way and shall not be deemed an agent,promoter or sponsor of the Partnership, CMF, or any other trading advisor to the Partnership. TheAdvisor shall not be responsible to the Partnership, the General Partner, any trading advisor orany limited partners for any acts or omissions of any other trading advisor to the Partnership.     3. COMPENSATION. (a) In consideration of and as compensation for all of the servicesto be rendered by the Advisor to the Partnership under this Agreement, the Partnership shall paythe Advisor (i) an incentive fee payable quarterly equal to 20% of New Trading Profits (as suchterm is defined below) earned by the Advisor for the Partnership and (ii) a monthly fee forprofessional management services equal to 1/6 of 1% (2% per year) of the month-end Net Assets ofthe Partnership allocated to the Advisor.     (b) “Net Assets” shall have the meaning set forth in Paragraph 7(d)(1) of the LimitedPartnership Agreement dated as of August 27, 1993 and without regard to further amendments thereto,provided that in determining the Net Assets of the Partnership on any date, no adjustment shall bemade to reflect any distributions, redemptions or incentive fees payable as of the date of suchdetermination.     (c) “New Trading Profits” shall mean the excess, if any, of Net Assets managed by the Advisorat the end of the fiscal period over Net Assets managed by the Advisor at the end of the highestprevious fiscal period or Net Assets allocated to the Advisor at the date trading commences,whichever is higher, and as further adjusted to eliminate the effect on Net Assets resulting fromnew capital contributions, redemptions, reallocations or capital distributions, if any, made duringthe fiscal period decreased by interest or other income, not directly related to trading activity,earned on the Partnership’s assets during the fiscal period, whether the assets are held separatelyor in margin accounts. Ongoing expenses will be attributed to the Advisor based on the Advisor’sproportionate share of Net Assets. Ongoing expenses above will not include expenses of litigationnot involving the activities of the Advisor on behalf of the Partnership. Ongoing expenses includeoffering and organizational expenses of the Partnership. No incentive fee shall be paid until theend of the first full calendar quarter of trading by the Advisor on behalf of the Partnership,which fee shall be based on New Trading Profits earned from the commencement of trading by theAdvisor through the end of the first full calendar quarter. Interest income earned, if any, willnot be taken into account in computing New Trading Profits earned by the Advisor. If Net Assetsallocated to the Advisor are reduced due to redemptions, distributions or reallocations (net ofadditions), there will be a corresponding proportional reduction in the related loss carryforwardamount that must be recouped before the Advisor is eligible to receive another incentive fee.     (d) Quarterly incentive fees and monthly management fees shall be paid within twenty (20)business days following the end of the period for which such fee is payable. In the
4

 
event of a redemption, reallocation, distribution or the termination of this Agreement as ofany date which shall not be the end of a fiscal quarter or a calendar month, as the case may be,the quarterly incentive fee shall be computed as if the effective date of the redemption,reallocation, distribution or termination were the last day of the then current quarter and themonthly management fee shall be prorated to the effective date of the redemption, reallocation,distribution or termination. If, during any month, the Partnership does not conduct businessoperations or the Advisor is unable to provide the services contemplated herein for more than twosuccessive business days, the monthly management fee shall be prorated by the ratio which thenumber of business days during which CMF conducted the Partnership’s business operations orutilized the Advisor’s services bears in the month to the total number of business days in suchmonth.     (e) The provisions of this Paragraph 3 shall survive the termination of this Agreement.     4. RIGHT TO ENGAGE IN OTHER ACTIVITIES. (a) The services provided by the Advisorhereunder are not to be deemed exclusive. CMF on its own behalf and on behalf of the Partnershipacknowledges that, subject to the terms of this Agreement, the Advisor and its officers, directors,employees and shareholder(s), may render advisory, consulting and management services to otherclients and accounts. The Advisor and its officers, directors, employees and shareholder(s) shallbe free to trade for their own accounts and to advise other investors and manage other commodityaccounts during the term of this Agreement and to use the same and different information, computerprograms and trading strategies, programs or formulas which they obtain, produce or utilize in theperformance of services to CMF for the Partnership. The Partnership and CMF acknowledge that allsuch trading for other accounts may increase the level of competition with respect to priorities oforder entry and may restrict the ability of the Advisor to obtain or maintain positions in futuresdue to the application of CFTC or exchange imposed speculative position limits and daily tradinglimits. However, the Advisor represents, warrants and agrees that it believes the rendering ofsuch consulting, advisory and management services to other accounts and entities will not requireany material change in the Advisor’s basic trading strategies and will not affect the capacity ofthe Advisor to continue to render services to CMF for the Partnership of the quality and naturecontemplated by this Agreement.     (b) If, at any time during the term of this Agreement, the Advisor is required to aggregatethe Partnership’s commodity positions with the positions of any other person for purposes ofapplying CFTC- or exchange-imposed speculative position limits, the Advisor agrees that it willpromptly notify CMF if the Partnership’s positions are included in an aggregate amount whichexceeds the applicable speculative position limit. The Advisor agrees that, if its tradingrecommendations are altered because of the application of any speculative position limits, it willnot modify the trading instructions with respect to the Partnership’s account in such manner as toaffect the Partnership substantially disproportionately as compared with the Advisor’s otheraccounts. The Advisor further represents, warrants and agrees that under no circumstances will itknowingly or deliberately use trading strategies or methods for the Partnership that are inferiorto strategies or methods employed for any other client or account and that it will not knowingly ordeliberately favor any client or account managed by it over any
5

 
other client or account in any manner on an overall basis, it being acknowledged, however,that different trading strategies or programs, liquidity constraints, rounding of the number ofpositions to be established, methods and degrees of leverage may be utilized for differing sizes ofaccounts, accounts with different trading policies and restrictions, accounts with differing feestructures, accounts with different trading policies, accounts experiencing differing inflows oroutflows of equity, accounts that commence trading at different times, accounts that have differentportfolios or different fiscal years, accounts utilizing different executing brokers and accountswith other differences, and that such differences may cause divergent trading results. CMF furtheracknowledges that the Advisor offers trading programs other than the Program which it has selectedand that such other trading programs may obtain more favorable results than the Program.     (c) It is acknowledged that the Advisor and/or its principals, officers, employees, directors,associated persons and shareholder(s) presently act, and it is agreed that they may continue toact, as advisor for other accounts managed by them, and may continue to receive compensation withrespect to services for such accounts in amounts which may be more or less than the amountsreceived from the Partnership.     (d) The Advisor agrees that it shall make such information available to CMF respecting theperformance of the Partnership’s account as compared to the performance of other client accountsmanaged by the Advisor or its principals pursuant to the Program as shall be reasonably requestedby CMF. The Advisor presently believes and represents that existing speculative position limitswill not materially adversely affect its ability to manage the Partnership’s account given thepotential size of the Partnership’s account and the Advisor’s and its principals’ current accountsand all proposed accounts for which they have contracted to act as trading advisor.     5. TERM. (a) This Agreement shall continue in effect until June 30, 2009. CMF may,in its sole discretion, renew this Agreement for additional one-year periods upon notice to theAdvisor not less than 30 days prior to the expiration of the previous period. At any time duringthe term of this Agreement, CMF may terminate this Agreement at any month-end upon 30 days’ noticeto the Advisor. At any time during the term of this Agreement, CMF may elect to terminate thisAgreement upon 30 days’ notice to the Advisor if (i) the Net Asset Value per unit shall decline asof the close of business on any day to $400 or less; (ii) the Net Assets allocated to the Advisor(adjusted for distributions, withdrawals or reallocations, if any) decline by 50% or more as of theend of a trading day from such Net Assets’ previous highest value; (iii) limited partners owning atleast 50% of the outstanding units shall vote to require CMF to terminate this Agreement; (iv) theAdvisor fails to comply with the terms of this Agreement; (v) CMF, in good faith, reasonablydetermines that the performance of the Advisor has been such that CMF’s fiduciary duties to thePartnership require CMF to terminate this Agreement; or (vi) CMF reasonably believes that theapplication of speculative position limits will substantially affect the performance of thePartnership. At any time during the term of this Agreement, CMF may elect immediately to terminatethis Agreement if (i) the Advisor merges, consolidates with another entity, sells a substantialportion of its assets, or becomes bankrupt or insolvent, (ii) William Eckhardt dies, becomesincapacitated, leaves the employ of the Advisor, ceases to control the Advisor or is otherwise notmanaging the trading programs or systems of the Advisor,
6

 
or (iii) the Advisor’s registration as a commodity trading advisor with the CFTC or itsmembership in the NFA or any other regulatory authority, is terminated or suspended. ThisAgreement will immediately terminate upon dissolution of the Partnership or upon cessation oftrading prior to dissolution.     (b) The Advisor may terminate this Agreement by giving not less than 30 days’ notice to CMF(i) in the event that the trading policies of the Partnership as established from time to time arechanged in such manner that the Advisor reasonably believes will adversely affect the performanceof its trading strategies; (ii) after June 30, 2009; (iii) in the event that the General Partner orPartnership fails to comply with the terms of this Agreement; or (iv) if CMF provides a writtenobjection to a change in the Advisor’s Program specified in Paragraph 1(a) of this Agreement. TheAdvisor may immediately terminate this Agreement if CMF’s registration as a commodity pool operatoror its membership in the NFA is terminated or suspended.     (c) In the event of the termination of this Agreement, CMF shall promptly amend the name ofthe Partnership to remove the word “Eckhardt” and shall provide the Advisor with proof of such namechange within ten (10) business days of the termination of this Agreement.     (d) Except as otherwise provided in this Agreement, any termination of this Agreement inaccordance with this Paragraph 5 shall be without penalty or liability to any party, except for anyfees due to the Advisor pursuant to Paragraph 3 hereof.     6. INDEMNIFICATION. (a)(i) The Advisor shall not be liable to CMF, the Partnershipor their respective members, partners, successors or assigns under this Agreement for any act orfailure to act taken or omitted in good faith in a manner reasonably believed to be in or notopposed to the best interests of the Partnership if such act or failure to act did not constitutenegligence, intentional misconduct or a breach of the Advisor’s fiduciary obligations to thePartnership as a commodity trading advisor. In any threatened, pending or completed action,arbitration, claim, demand, dispute, suit or proceeding (each, a “Proceeding”) to which the Advisorwas or is a party or is threatened to be made a party arising out of or in connection with thisAgreement or the management of the Partnership’s assets by the Advisor or the offering and sale ofunits in the Partnership, CMF shall, subject to subparagraph (a)(iii) of this Paragraph 6,indemnify and hold harmless the Advisor against any loss, liability, damage, cost, expense(including, without limitation, attorneys’ and accountants’ fees), judgments and amounts paid insettlement actually and reasonably incurred by it in connection with such Proceeding if the Advisoracted in good faith and in a manner reasonably believed to be in or not opposed to the bestinterests of the Partnership, and provided that its conduct did not constitute negligence,intentional misconduct, or a breach of its fiduciary obligations to the Partnership as a commoditytrading advisor, unless and only to the extent that the court or administrative forum in which suchaction or suit was brought shall determine upon application that, despite the adjudication ofliability but in view of all circumstances of the case, the Advisor is fairly and reasonablyentitled to indemnity for such expenses which such court or administrative forum shall deem proper;and further provided that no indemnification shall be available from the Partnership if suchindemnification is prohibited by Section 16 of the Limited Partnership Agreement. The terminationof any Proceeding by judgment, order or settlement shall not, of itself, create a
7

 
presumption that the Advisor did not act in good faith and in a manner reasonably believed to be in or notopposed to the best interests of the Partnership.     (ii) Without limiting sub-paragraph (i) above, to the extent that the Advisor has beensuccessful on the merits or otherwise in defense of any Proceeding referred to in subparagraph (i)above, or in defense of any claim, issue or matter therein, CMF shall indemnify the Advisor againstthe expenses (including, without limitation, attorneys’ and accountants’ fees) actually andreasonably incurred by it in connection therewith.     (iii) Any indemnification under subparagraph (i) above, unless ordered by a court oradministrative forum, shall be made by CMF only as authorized in the specific case and only upon adetermination by independent legal counsel in a written opinion that such indemnification is properin the circumstances because the Advisor has met the applicable standard of conduct set forth insubparagraph (i) above. Such independent legal counsel shall be selected by CMF in a timelymanner, subject to the Advisor’s approval, which approval shall not be unreasonably withheld. TheAdvisor will be deemed to have approved CMF’s selection unless the Advisor notifies CMF in writing,received by CMF within five days of CMF’s telecopying to the Advisor of the notice of CMF’sselection, that the Advisor does not approve the selection.     (iv) In the event the Advisor is made a party to any Proceeding or otherwise incurs any lossor expense as a result of, or in connection with, the Partnership’s or CMF’s (or their officers,directors, partners, shareholders or employees) activities or claimed activities unrelated to theAdvisor, CMF shall indemnify and hold harmless the Advisor against any loss, liability, damage,cost or expense (including, without limitation, attorneys’ and accountants’ fees) incurred inconnection therewith.     (v) As used in this Paragraph 6(a), the term “Advisor” shall include the Advisor, itsprincipals, officers, directors, stockholders, employees, affiliates and associated persons and theterm “CMF” shall include the Partnership.     (b)(i) The Advisor agrees to indemnify and hold harmless CMF, the Partnership and theiraffiliates against any loss, liability, damage, cost or expense (including, without limitation,attorneys’ and accountants’ fees), judgments and amounts paid in settlement actually and reasonablyincurred by them (A) as a result of the material breach of any material representations andwarranties made by the Advisor in this Agreement, or (B) as a result of any act or omission of theAdvisor relating to the Partnership if there has been a final judicial or regulatory determinationor, in the event of a settlement of any Proceeding with the prior written consent of the Advisor, awritten opinion of an arbitrator pursuant to Paragraph 14 hereof, to the effect that such acts oromissions constituted negligence, intentional misconduct or a breach of the Advisor’s fiduciaryobligations to the Partnership as a commodity trading advisor (except as otherwise provided inParagraph 1(g)).     (ii) In the event CMF, the Partnership or any of their affiliates is made a party to anyclaim, dispute or litigation or otherwise incurs any loss or expense as a result of, or inconnection with, the activities or claimed activities of the Advisor or its principals, officers,directors, shareholder(s) or employees unrelated to CMF’s or the Partnership’s business, the
 

 
Advisor shall indemnify and hold harmless CMF, the Partnership or any of their affiliatesagainst any loss, liability, damage, cost or expense (including, without limitation, attorneys’ andaccountants’ fees) incurred in connection therewith.     (c) In the event that a person entitled to indemnification under this Paragraph 6 is made aparty to an action, suit or proceeding alleging both matters for which indemnification can be madehereunder and matters for which indemnification may not be made hereunder, such person shall beindemnified only for that portion of the loss, liability, damage, cost or expense incurred in suchaction, suit or proceeding which relates to the matters for which indemnification can be made.     (d) None of the indemnifications contained in this Paragraph 6 shall be applicable withrespect to default judgments, confessions of judgment or settlements entered into by the partyclaiming indemnification without the prior written consent, which shall not be unreasonablywithheld, of the party obligated to indemnify such party.     (e) The provisions of this Paragraph 6 shall survive the termination of this Agreement.     7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.     (a) The Advisor represents and warrants to the Partnership and CMF that:     (i) The Disclosure Document complies with Part 4 of the CFTC’s regulations in all materialrespects and does not contain any untrue statement of a material fact or omit to state a materialfact which is necessary to make the statements therein not misleading. All references to theAdvisor in any supplemental materials (the “Supplemental Materials”) prepared by the generalpartner will, after review and approval by the Advisor, be accurate in all material respects andwill not contain any untrue statement of a material fact or omit to state a material fact which isnecessary to make the statements therein not misleading, except that with respect to any pro formaor hypothetical performance information in the Supplemental Materials, this representation andwarranty extends only to any underlying data made available by the Advisor for the preparationthereof and not to any hypothetical or pro forma adjustments made by CMF. Subject to suchexception, all references to the Advisor and its principals in the Supplemental Materials will,after review and approval of such references by the Advisor prior to the use of such SupplementalMaterials in connection with the offering of the Partnership’s units, be accurate in all materialrespects.     (ii) The information with respect to the Advisor set forth in the actual performance tables inthe Disclosure Document is based on all of the customer accounts managed on a discretionary basisby the Advisor’s principals and/or the Advisor during the period covered by such tables andrequired to be disclosed therein. During the term of this Agreement, the Advisor will prepareperformance tables that comply with all applicable CFTC rules no less frequently than quarterly.
 

 
     (iii) The Advisor will be acting as a commodity trading advisor with respect to thePartnership and not as a securities investment adviser and is duly registered with the CFTC as acommodity trading advisor, is a member of the NFA, and is in compliance in all material respectswith such other registration and licensing requirements as shall be necessary to enable it toperform its obligations hereunder, and agrees to maintain and renew such registrations and licensesduring the term of this Agreement.     (iv) The Advisor is a corporation duly organized, validly existing and in good standing underthe laws of the State of Illinois and has full corporate power and authority to enter into thisAgreement and to provide the services required of it hereunder.     (v) The Advisor will not, by acting as a commodity trading advisor to the Partnership, breachor cause to be breached any undertaking, agreement, contract, statute, rule or regulation to whichit is a party or by which it is bound which would materially limit or affect the performance of itsduties under this Agreement.     (vi) This Agreement has been duly and validly authorized, executed and delivered by theAdvisor and is a valid and binding agreement enforceable in accordance with its terms.     (vii) At any time during the term of this Agreement that a prospectus relating to the units isrequired to be delivered in connection with the offer and sale thereof, the Advisor agrees upon therequest of CMF to provide the Partnership with such information as shall be necessary so that, asto the Advisor and its principals, such prospectus is accurate.     (b) CMF represents and warrants to the Advisor for itself and the Partnership that:     (i) The Prospectus (as from time to time amended or supplemented, which amendment orsupplement is approved by the Advisor as to descriptions of itself and its actual performance) doesnot contain any untrue statement of a material fact or omit to state a material fact which isnecessary to make the statements therein not misleading, except that the foregoing representationdoes not apply to any statement or omission concerning the Advisor, if any, in the Prospectus, madein reliance upon, and in conformity with, information furnished to CMF by or on behalf of theAdvisor expressly for use in the Prospectus (it being understood that any hypothetical or pro formaadjustments in Table B were not furnished by the Advisor).     (ii) CMF is a limited liability company duly organized, validly existing and in good standingunder the laws of the State of Delaware and has full limited liability company power and authorityto perform its obligations under this Agreement.     (iii) CMF and the Partnership have the capacity and authority to enter into this Agreement onbehalf of the Partnership.
 

 
     (iv) This Agreement has been duly and validly authorized, executed and delivered on CMF’s andthe Partnership’s behalf and is a valid and binding agreement of CMF and the Partnershipenforceable in accordance with its terms.     (v) CMF will not, by acting as General Partner to the Partnership and the Partnership willnot, breach or cause to be breached any undertaking, agreement, contract, statute, rule orregulation to which it is a party or by which it is bound which would materially limit or affectthe performance of its duties under this Agreement.     (vi) CMF is registered as a commodity pool operator and is a member of the NFA, and it willmaintain and renew such registration and membership during the term of this Agreement.     (vii) The Partnership is a limited partnership duly organized and validly existing under thelaws of the State of New York and has full limited partnership power and authority to enter intothis Agreement and to perform its obligations under this Agreement.     (c) All representations, warranties and covenants contained in this Agreement shall becontinuing during the term of this Agreement and shall survive the termination of this Agreementwith respect to any matter arising while this Agreement was in effect. Each party hereby agreesthat as of the date of this Agreement it is, and during its term shall be, in compliance with itsrepresentations, warranties and covenants herein contained. In addition, if at any time any eventoccurs which would make such representations, warranties or covenants not true, the party promptlywill notify the other parties of such facts in the manner provided below. All representations,warranties and covenants herein contained shall inure to the benefit of the party to whom they areaddressed and their respective heirs, executors, administrators, legal representatives, successorsand permitted assigns.     8. COVENANTS OF THE ADVISOR, CMF AND THE PARTNERSHIP.     (a) The Advisor agrees as follows:     (i) In connection with its activities on behalf of the Partnership, the Advisor will complywith all applicable rules and regulations of the CFTC and/or the commodity exchange on which anyparticular transaction is executed.     (ii) The Advisor will promptly notify CMF of the commencement of any material suit, action orproceeding involving it, whether or not any such suit, action or proceeding also involves CMF.     (iii) In the placement of orders for the Partnership’s account and for the accounts of anyother client, the Advisor will utilize a pre-determined, systematic, fair and reasonable orderentry system, which shall, on an overall basis, be no less favorable to the Partnership than to anyother account managed by the Advisor. The Advisor acknowledges its obligation to review thePartnership’s positions, prices and equity in the account managed by the Advisor daily and withintwo business days or as soon thereafter as practicable to notify, in writing, the
 

 
broker and CMF and the Partnership’s brokers of (i) any error committed by the Advisor or itsprincipals or employees; (ii) any trade which the Advisor believes was not executed in accordancewith its instructions; and (iii) any discrepancy with a value of $10,000 or more (due todifferences in the positions, prices or equity in the account) between its records and theinformation reported on the account’s daily and monthly broker statements.     (iv) The Advisor will maintain a net worth of not less than $1,000,000 during the term ofthis Agreement.     (b) CMF agrees for itself and the Partnership that:     (i) CMF and the Partnership will comply with all applicable rules and regulations of the CFTCand/or the commodity exchange on which any particular transaction is executed.     (ii) CMF will promptly notify the Advisor of the commencement of any material suit, action orproceeding involving it or the Partnership, whether or not such suit, action or proceeding alsoinvolves the Advisor.     (iii) CMF will be responsible for compliance with the USA Patriot Act and relatedanti-money-laundering regulations with respect to the Partnership and its limited partners.     9. COMPLETE AGREEMENT. This Agreement constitutes the entire agreement between theparties pertaining to the subject matter hereof.     10. ASSIGNMENT. This Agreement may not be assigned by any party without the expresswritten consent of the other parties.     11. AMENDMENT. This Agreement may not be amended except by the written consent ofthe parties.     12. NOTICES. All notices, demands or requests required to be made or delivered underthis Agreement shall be in writing and delivered personally or by registered or certified mail orexpedited courier, return receipt requested, postage prepaid, to the addresses below or to suchother addresses as may be designated by the party entitled to receive the same by notice similarlygiven:     If to CMF or the Partnership:Citigroup Managed Futures LLC