investments at the time of receipt of such notice of a change in trading policy shall not bedeemed to violate the changed policy and shall be closed or sold in the ordinary course oftrading. The Advisor may not deviate from the trading policies set forth in the Prospectuswithout the prior written consent of the Partnership given by CMF. The Advisor makes norepresentation or warranty that the trading to be directed by it for the Partnership will beprofitable or will not incur losses.          (b) CMF acknowledges receipt of the Advisor’s disclosure document forQualified Eligible Persons (as defined in CFTC Rule 4.7) dated September 2008 (the “DisclosureDocument”). All trades made by the Advisor for the account of the Partnership shall be madethrough such commodity broker or brokers as CMF shall direct, and the Advisor shall have noauthority or responsibility for selecting or supervising any such broker in connection withtheexecution, clearance or confirmation of transactions for the Partnership or for thenegotiation ofbrokerage rates charged therefor. However, the Advisor, with the prior written permission (byeither original or fax copy) of CMF, may direct all trades in commodity futures and options toafutures commission merchant or independent floor broker it chooses for execution withinstructions to give-up the trades to the broker designated by CMF, provided that the futurescommission merchant or independent floor broker and any give-up or floor brokerage fees areapproved in advance by CMF. All give-up or similar fees relating to the foregoing shall bepaidby the Partnership after all parties have executed the relevant give-up agreements (by eitheroriginal or fax copy).          (c) The initial allocation of the Partnership’s assets to the Advisor will bemade to the Advisor’s Diversified Program (the “Program”), as described in the DisclosureDocument. In the event the Advisor wishes to use a trading system or methodology other than orin addition to the Program in connection with its trading for the Partnership, either in wholeor inpart, it may not do so unless the Advisor gives CMF prior written notice of its intention toutilizesuch different trading system or methodology and CMF consents thereto in writing. In addition,the Advisor will provide five days’ prior written notice to CMF of any change in the tradingsystem or methodology to be utilized for the Partnership which the Advisor deems material. Ifthe Advisor deems such change in system or methodology or in markets traded to be material,the changed system or methodology or markets traded will not be utilized for the Partnershipwithout the prior written consent of CMF. In addition, the Advisor will notify CMF of anychanges to the trading system or methodology that would require a change in the description ofthe trading strategy or methods described in the Disclosure Document. Further, the Advisorwillprovide 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 notice thereof to CMF and receiving CMF’s written approval. The Advisoralso agrees to provide CMF, on a monthly basis, with a written report of the assets under theAdvisor’s management together with all other matters deemed by the Advisor to be materialchanges to its business not previously reported to CMF. The Advisor further agrees that itwillconvert foreign currency balances (not required to margin positions denominated in a foreigncurrency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents inindividualforeign currencies of more than $100,000 will be converted to U.S. dollars within one businessday after such funds are no longer needed to margin foreign positions.
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          (d) The Advisor agrees to make all material disclosures to the Partnershipregarding itself and its principals as defined in Part 4 of the CFTC’s regulations(“principals”),shareholders, directors, officers and employees, their trading performance and general tradingmethods, its customer accounts (but not the identities of or identifying information withrespectto its customers) and otherwise as are required in the reasonable judgment of CMF to be madeinany filings required by Federal or state law or NFA rule or order. Notwithstanding Sections1(d)and 4(d) of this Agreement, the Advisor shall not be required to disclose the actual tradingresults of proprietary accounts of the Advisor or its principals unless CMF reasonablydeterminesthat such disclosure is required in order to fulfill its fiduciary obligations to thePartnership or thereporting, filing or other obligations imposed on it by Federal or state law or NFA rule ororder.The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is aproperty right belonging to the Advisor and that they will keep all such advice confidential.Further, CMF agrees to treat as confidential any results of proprietary accounts and/orproprietary information with respect to trading systems obtained from the Advisor.          (e) The Advisor understands and agrees that CMF may designate othertrading advisors for the Partnership and apportion or reapportion to such other tradingadvisorsthe management of an amount of Net Assets (as defined in Section 3(b) hereof) as it shalldetermine in its absolute discretion. The designation of other trading advisors and theapportionment or reapportionment of Net Assets to any such trading advisors pursuant to thisSection 1 shall neither terminate this Agreement nor modify in any regard the respectiverightsand obligations of the parties hereunder.          (f) CMF may, from time to time, in its absolute discretion, select additionaltrading advisors and reapportion funds among the trading advisors for the Partnership as itdeemsappropriate. CMF shall use its best efforts to make reapportionments, if any, as of the firstdayof a month. The Advisor agrees that it may be called upon at any time promptly to liquidatepositions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meetmargin calls on the Partnership’s account, fund redemptions, or for any other reason, exceptthatCMF will not require the liquidation of specific positions by the Advisor. CMF will use itsbestefforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.          (g) The Advisor will not be liable for trading losses in the Partnership’saccount including losses caused by errors; provided, however, that (i) the Advisor will beliableto the Partnership with respect to losses incurred due to errors committed or caused by it oranyof its principals or employees in communicating improper trading instructions or orders to anybroker on behalf of the Partnership and (ii) the Advisor will be liable to the Partnershipwithrespect to losses incurred due to errors committed or caused by any executing broker (otherthanany CMF affiliate) selected by the Advisor (it also being understood that CMF, with theassistance of the Advisor, will first attempt to recover such losses from the executingbroker).          2. INDEPENDENCE OF THE ADVISOR. For all purposes herein, the Advisor shall bedeemed to be an independent contractor and, unless otherwise expressly provided or authorized,shall have no authority to act for or represent the Partnership in any way and shall not be deemedan agent, promoter or sponsor of the Partnership, CMF, or any other trading advisor. The Advisorshall not be responsible to the Partnership, the General Partner, any
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trading advisor or any limited partners for any acts or omissions of any other trading advisor nolonger acting as an advisor to the Partnership.          3. COMPENSATION. (a) In consideration of and as compensation for all of theservices to be rendered by the Advisor to the Partnership under this Agreement, the Partnershipshall pay the Advisor (i) an annual incentive fee equal to 20% of New Trading Profits (as such termis defined below) earned by the Advisor for the Partnership and (ii) a monthly fee for professionalmanagement services equal to 1/6 of 1% (2% per year) of the month-end Net Assets of the Partnershipallocated to the Advisor.          (b)“Net Assets” shall have the meaning set forth in Paragraph 7(d)(1) of theLimited Partnership Agreement dated as of June 15, 1998 and without regard to furtheramendments thereto, provided that in determining the Net Assets of the Partnership on anydate,no adjustment shall be made to reflect any distributions, redemptions or incentive feespayable asof the date of such determination.          (c) “New Trading Profits” shall mean the excess, if any, of Net Assetsmanaged by the Advisor at the end of the fiscal period over Net Assets managed by the Advisorat the end of the highest previous fiscal period or Net Assets allocated to the Advisor at thedatetrading commences, whichever is higher, and as further adjusted to eliminate the effect on NetAssets resulting from new capital contributions, redemptions, reallocations or capitaldistributions, if any, made during the fiscal period decreased by interest or other income,notdirectly related to trading activity, earned on the Partnership’s assets during the fiscalperiod,whether the assets are held separately or in margin accounts. Ongoing expenses will beattributed to the Advisor based on the Advisor’s proportionate share of Net Assets. Ongoingexpenses will not include expenses of litigation not involving the activities of the Advisoronbehalf of the Partnership. Ongoing expenses include offering expenses of the Partnership. Noincentive fee shall be paid until after December 31, 2008, which fee shall be based on NewTrading Profits earned by the Advisor on behalf of the Partnership. Interest income earned, ifany, will not be taken into account in computing New Trading Profits earned by the Advisor. IfNet Assets allocated to the Advisor are reduced due to redemptions, distributions orreallocations(net of additions), there will be a corresponding proportional reduction in the related losscarryforward amount that must be recouped before the Advisor is eligible to receive anotherincentive fee.          (d) Annual incentive fees and monthly management fees shall be paid withintwenty (20) business days following the end of the period for which such fee is payable. Intheevent of the termination of this Agreement as of any date which shall not be the end of acalendaryear or month, as the case may be, the annual incentive fee shall be computed as if theeffectivedate of termination were the last day of the then current year and the monthly management feeshall be prorated to the effective date of termination. If, during any month, the Partnershipdoesnot conduct business operations or the Advisor is unable to provide the services contemplatedherein for more than two successive business days, the monthly management fee shall beprorated by the ratio which the number of business days during which CMF conducted thePartnership’s business operations or utilized the Advisor’s services bears in the month to thetotalnumber of business days in such month.
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          (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 theAdvisor hereunder are not to be deemed exclusive. CMF on its own behalf and on behalf of thePartnership acknowledges that, subject to the terms of this Agreement, the Advisor and itsofficers, directors, employees and shareholder(s), may render advisory, consulting and managementservices to other clients and accounts. The Advisor and its officers, directors, employees andshareholder(s) shall be free to trade for their own accounts and to advise other investors andmanage other commodity accounts during the term of this Agreement and to use the same information,computer programs and trading strategies, programs or formulas which they obtain, produce orutilize in the performance of services to CMF for the Partnership. However, the Advisor represents,warrants and agrees that it believes the rendering of such consulting, advisory and managementservices to other accounts and entities will not require any material change in the Advisor’s basictrading strategies and will not affect the capacity of the Advisor to continue to render servicesto CMF for the Partnership of the quality and nature contemplated by this Agreement.          (b) If, at any time during the term of this Agreement, the Advisor is requiredto aggregate the Partnership’s commodity positions with the positions of any other person forpurposes of applying CFTC- or exchange-imposed speculative position limits, the Advisoragrees that it will promptly notify CMF if the Partnership’s positions are included in anaggregate amount which exceeds the applicable speculative position limit. The Advisor agreesthat, if its trading recommendations are altered because of the application of any speculativeposition limits, it will not modify the trading instructions with respect to the Partnership’saccount in such manner as to affect the Partnership substantially disproportionately ascomparedwith the Advisor’s other accounts. The Advisor further represents, warrants and agrees thatunder no circumstances will it knowingly or deliberately use trading strategies or methods forthePartnership that are inferior to strategies or methods employed for any other client oraccountand that it will not knowingly or deliberately favor any client or account managed by it overanyother client or account in any manner, it being acknowledged, however, that different tradingstrategies or methods may be utilized for differing sizes of accounts, accounts with differenttrading policies, accounts experiencing differing inflows or outflows of equity, accountswhichcommence trading at different times, accounts which have different portfolios or differentfiscalyears, accounts utilizing different executing brokers and accounts with other differences, andthatsuch differences may cause divergent trading results.          (c) It is acknowledged that the Advisor and/or its officers, employees,directors and shareholder(s) presently act, and it is agreed that they may continue to act, asadvisor for other accounts managed by them, and may continue to receive compensation withrespect to services for such accounts.          (d) The Advisor agrees that it shall make such information available to CMFrespecting the performance of the Partnership’s account as compared to the performance ofotheraccounts managed by the Advisor or its principals as shall be reasonably requested by CMF.The Advisor presently believes and represents that existing speculative position limits willnotmaterially adversely affect its ability to manage the Partnership’s account given thepotential size
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of the Partnership’s account and the Advisor’s and its principals’ current accounts and allproposed 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 uponnotice to the Advisor not less than 30 days prior to the expiration of the previous period. Atanytime during the term of this Agreement, CMF may terminate this Agreement at any month-endupon 30 days’ notice to the Advisor. At any time during the term of this Agreement, CMF mayelect to immediately terminate this Agreement upon 30 days’ notice to the Advisor if (i) theNetAsset Value per Unit shall decline as of the close of business on any day to $400 or less;(ii) theNet Assets allocated to the Advisor (adjusted for redemptions, distributions, withdrawals orreallocations, if any) decline by 50% or more as of the end of a trading day from such NetAssets’ previous highest value; (iii) limited partners owning at least 50% of the outstandingUnits shall vote to require CMF to terminate this Agreement; (iv) the Advisor fails to complywith the terms of this Agreement; (v) CMF, in good faith, reasonably determines that theperformance of the Advisor has been such that CMF’s fiduciary duties to the PartnershiprequireCMF to terminate this Agreement; or (vi) CMF reasonably believes that the application ofspeculative position limits will substantially affect the performance of the Partnership. Atanytime during the term of this Agreement, CMF may elect immediately to terminate thisAgreement if (i) the Advisor merges, consolidates with another entity, sells a substantialportionof its assets, or becomes bankrupt or insolvent, (ii) Robert Calabretta dies, becomesincapacitated, leaves the employ of the Advisor, ceases to control the Advisor or is otherwisenotmanaging the trading programs or systems of the Advisor, or (iii) the Advisor’s registrationas acommodity trading advisor with the CFTC or its membership in the NFA or any other regulatoryauthority, is terminated or suspended. This Agreement will immediately terminate upondissolution of the Partnership or upon cessation of trading prior to dissolution.          (b) The Advisor may terminate this Agreement by giving not less than 30days’ notice to CMF (i) in the event that the trading policies of the Partnership as set forthin theProspectus are changed in such manner that the Advisor reasonably believes will adverselyaffectthe performance of its trading strategies; (ii) after June 30, 2009; or (iii) in the eventthat theGeneral Partner or Partnership fails to comply with the terms of this Agreement. The Advisormay immediately terminate this Agreement if CMF’s registration as a commodity pool operatoror its membership in the NFA is terminated or suspended.          (c) Except as otherwise provided in this Agreement, any termination of thisAgreement in accordance with this Paragraph 5 shall be without penalty or liability to anyparty,except for any fees due to the Advisor pursuant to Section 3 hereof.          6. INDEMNIFICATION. (a) (i) In any threatened, pending or completedaction, suit, or proceeding to which the Advisor was or is a party or is threatened to be madeaparty arising out of or in connection with this Agreement or the management of thePartnership’sassets by the Advisor or the offering and sale of units in the Partnership, CMF shall, subjecttosubparagraph (a)(iii) of this Paragraph 6, indemnify and hold harmless the Advisor against anyloss, liability, damage, cost, expense (including, without limitation, attorneys’ andaccountants’fees), judgments and amounts paid in settlement actually and reasonably incurred by it inconnection with such action, suit, or proceeding if the Advisor acted in good faith and in a
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manner reasonably believed to be in or not opposed to the best interests of the Partnership, andprovided that its conduct did not constitute negligence, intentional misconduct, or a breach of itsfiduciary obligations to the Partnership as a commodity trading advisor, unless and only to theextent that the court or administrative forum in which such action or suit was brought shalldetermine upon application that, despite the adjudication of liability but in view of allcircumstances of the case, the Advisor is fairly and reasonably entitled to indemnity for suchexpenses which such court or administrative forum shall deem proper; and further provided that noindemnification shall be available from the Partnership if such indemnification is prohibited bySection 16 of the Partnership Agreement. The termination of any action, suit or proceeding byjudgment, order or settlement shall not, of itself, create a presumption that the Advisor did notact in good faith and in a manner reasonably believed to be in or not opposed to the best interestsof the Partnership.          (ii) To the extent that the Advisor has been successful on the merits or otherwise indefense of any action, suit or proceeding referred to in subparagraph (i) above, or in defense ofany claim, issue or matter therein, CMF shall indemnify it against the expenses (including, withoutlimitation, attorneys’ and accountants’ fees) actually and reasonably incurred by it in connectiontherewith.          (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 timely manner,subject to the Advisor’s approval, which approval shall not be unreasonably withheld. The Advisorwill 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 claim, dispute or litigation orotherwise incurs any loss or expense as a result of, or in connection with, the Partnership’s orCMF’s activities or claimed activities unrelated to the Advisor, CMF shall indemnify, defend andhold harmless the Advisor against any loss, liability, damage, cost or expense (including, withoutlimitation, attorneys’ and accountants’ fees) incurred in connection therewith.          (v) As used in this Paragraph 6(a), the term “Advisor” shall include the Advisor, itsprincipals, officers, directors, stockholders and employees and the term “CMF” shall include thePartnership.          (b) (i) The Advisor agrees to indemnify, defend and hold harmless CMF, the Partnershipand their affiliates against any loss, liability, damage, cost or expense (including, withoutlimitation, attorneys’ and accountants’ fees), judgments and amounts paid in settlement actuallyand reasonably incurred by them (A) as a result of the material breach of any materialrepresentations and warranties made by the Advisor in this Agreement, or (B) as a result of any actor omission of the Advisor relating to the Partnership if there has been a final judicial orregulatory determination or, in the event of a settlement of any action or proceeding with the
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prior written consent of the Advisor, a written opinion of an arbitrator pursuant to Paragraph 14hereof, to the effect that such acts or omissions violated the terms of this Agreement in anymaterial respect or involved negligence, bad faith, recklessness or intentional misconduct on thepart of the Advisor (except as otherwise provided in Section 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, theAdvisor shall indemnify, defend 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 Paragraph6 is made a party to an action, suit or proceeding alleging both matters for whichindemnificationcan be made hereunder and matters for which indemnification may not be made hereunder, suchperson shall be indemnified only for that portion of the loss, liability, damage, cost orexpenseincurred in such action, suit or proceeding which relates to the matters for whichindemnificationcan be made.          (d) None of the indemnifications contained in this Paragraph 6 shall beapplicable with respect to default judgments, confessions of judgment or settlements enteredintoby the party claiming indemnification without the prior written consent, which shall not beunreasonably withheld, of the party obligated to indemnify such party.          (e) The provisions of this Paragraph 6 shall survive the termination of thisAgreement.          7.REPRESENTATIONS, WARRANTIES AND AGREEMENTS.          (a) The Advisor represents and warrants that:          (i) The Disclosure Document is in full compliance with the Commodity Exchange Act andthe rules and regulations promulgated thereunder and is accurate in all material respects and 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. All references to the Advisor and itsprincipals, if any, in any future prospectus will, after review and approval of such references bythe Advisor prior to the use of such prospectus in connection with the offering of thePartnership’s units, be accurate in all material respects.          (ii) The information with respect to the Advisor set forth in the actual performancetables in the Disclosure Document is based on all of the customer accounts managed on adiscretionary basis by the Advisor’s principals and/or the Advisor during the period covered bysuch tables and required to be disclosed therein. During the term of this Agreement: (x) theAdvisor will prepare performance tables that comply with all applicable CFTC rules no lessfrequently than quarterly, and (y) the Advisor’s performance tables covering years ending on orafter December 31, 2008 shall be examined by an independent certified public accountant within 120days of each year-end and the report thereon shall be provided to CMF.
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          (iii) The Advisor will be acting as a commodity trading advisor with respect to thePartnership and not as a securities investment adviser and is duly registered with the CFTC as acommodity trading advisor, is a member of the NFA, and is in compliance with such otherregistration and licensing requirements as shall be necessary to enable it to perform itsobligations hereunder, and agrees to maintain and renew such registrations and licenses during theterm of this Agreement.          (iv) The Advisor is a limited liability company, duly organized, validly existing and ingood standing under the laws of the State of Delaware, and has full limited liability company powerand authority to enter into this Agreement and to provide the services required of it hereunder.          (v) The Advisor will not, by acting as a commodity trading advisor to the Partnership,breach or cause to be breached any undertaking, agreement, contract, statute, rule or regulation towhich it is a party or by which it is bound.          (vi) This Agreement has been duly and validly authorized, executed and delivered by theAdvisor and is a valid and binding agreement enforceable in accordance with its terms.          (vii) At any time during the term of this Agreement that a prospectus relating to theUnits is required to be delivered in connection with the offer and sale thereof, the Advisor agreesupon the request of CMF to provide the Partnership with such information as shall be necessary sothat, as to the Advisor and its principals, such prospectus is accurate.          (b) CMF represents and warrants for itself and the Partnership that:          (i) The Prospectus (as from time to time amended or supplemented, which amendment orsupplement shall be approved by the Advisor as to descriptions, if any, of itself and its actualperformance) 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, except that the foregoingrepresentation does not apply to any statement or omission concerning the Advisor in theProspectus, made in reliance upon, and in conformity with, information furnished to CMF by or onbehalf of the Advisor expressly for use in the Prospectus.          (ii) CMF is a limited liability company duly organized, validly existing and in goodstanding under the laws of the State of Delaware and has full limited liability company power andauthority to perform its obligations under this Agreement.          (iii) CMF and the Partnership have the capacity and authority to enter into this Agreementon behalf of the Partnership.          (iv) This Agreement has been duly and validly authorized, executed and delivered on CMF’sand the 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 thePartnership will not, breach or cause to be breached any undertaking, agreement, contract,
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statute, rule or regulation to which it is a party or by which it is bound which wouldmaterially limit or affect the 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 underthe laws of the State of New York and has full power and authority to enter into this Agreement andto perform its obligations under this Agreement.          (viii) The Partnership is a qualified eligible person as defined in CFTC Rule 4.7.          8. COVENANTS OF THE ADVISOR, CMF AND THE PARTNERSHIP.          (a) The Advisor agrees as follows:          (i) In connection with its activities on behalf of the Partnership, the Advisor willcomply with all applicable rules and regulations of the CFTC and/or the commodity exchange on whichany particular transaction is executed.          (ii) The Advisor will promptly notify CMF of the commencement of any materialsuit, action or proceeding involving it, whether or not any such suit, action or proceedingalso 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 to notify, in writing, the broker and CMF and the Partnership’s brokers of (i)any error committed by the Advisor or its principals or employees; (ii) any trade which the Advisorbelieves was not executed in accordance with its instructions; and (iii) any discrepancy with avalue of $10,000 or more (due to differences in the positions, prices or equity in the account)between its records and the information reported on the account’s daily and monthly brokerstatements.          (iv) The Advisor will maintain a net worth of not less than $ 100,000 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 ofthe CFTC and/or the commodity exchange on which any particular transaction is executed.
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          (ii) CMF will promptly notify the Advisor of the commencement of any material suit,action or proceeding involving it or the Partnership, whether or not such suit, action orproceeding also involves the Advisor.          9. COMPLETE AGREEMENT. This Agreement constitutes the entireagreement between the parties pertaining to the subject matter hereof.          10. ASSIGNMENT. This Agreement may not be assigned by any partywithout the express written consent of the other parties.          11. AMENDMENT. This Agreement may not be amended except by thewritten consent of the parties.          12. NOTICES. All notices, demands or requests required to be made ordelivered under this Agreement shall be in writing and delivered personally or by registeredorcertified mail or expedited courier, return receipt requested, postage prepaid, to theaddressesbelow or to such other addresses as may be designated by the party entitled to receive thesameby notice similarly given:          If to CMF:Citigroup Managed Futures LLC