efc9-0856_emailex103.htm


    Exhibit 10.3 (Amended)

    
 

    APM
- ECKHARDT FUTURES FUND, L.P.

     

    A
Delaware Limited Partnership

     

    Limited
Partnership Interests

     

    SELLING
AGENCY AGREEMENT

     

    Dated as
of June 30, 2009

    Altegris
Investments, Inc.
1200 Prospect St. Ste. 400
La Jolla, CA
92037

     

    Ladies
and Gentlemen:

     

    APM –
Eckhardt Futures Fund, L.P. (the “Fund”), a Delaware limited
partnership, is offering its limited partnership interests of various classes
(the “Interests) to
qualified investors.  The offering of Interests (the “Offering”) is exempt from
registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to
Section 4(2) thereof and Regulation D promulgated thereunder and is being
conducted pursuant to the terms of the Offering Memorandum dated June 3, 2009
supplied to you by the Fund (references to which shall be deemed to include any
and all supplements and amendments thereto and all financial statements, if any,
and exhibits that are included therein, referred to collectively herein as the
“Memorandum”). All
capitalized terms used herein, unless otherwise indicated, shall have the
meanings attributed to them in the Memorandum.  Altegris Portfolio
Management, Inc., d/b/a APM Funds, (the “General Partner”) is the
Fund’s general partner.

     

    Section
1. Appointment of Selling Agent and Terms of Offering.

     

    1.1 Appointment of Selling Agent.
Altegris Investments, Inc. (“you” or “Selling Agent”) is hereby
appointed a selling agent to sell the Interests of the Fund on a nonexclusive
basis for the purpose of finding acceptable investors in the
Fund.  Subject to the performance by the Fund of its obligations and
to the completeness and accuracy of the representations and warranties set forth
herein, you hereby accept such appointment and agree, upon the terms and
conditions set forth in this selling agency agreement (the “Agreement”), to use your best
efforts during the term of this Agreement to find suitable subscribers for the
Interests, provided that the Fund and the General Partner acknowledge that you
as the Selling Agent (i) do not provide any representation or warranty that you
will be able to raise any funds, and (ii) have no liability hereunder for
failure to raise funds, notwithstanding anything else set forth herein (other
than as specifically set forth herein).  You will only solicit the
investors that you believe are suitable for the Fund (each, a “Suitable Investor”). Suitable
Investors found and referred to the Fund by you that are approved by the Fund
and that subscribe for Interests and become limited 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    partners
of the Fund during the term of this Agreement are referred to herein as “Selling Agent Investors.” The
Fund is not obligated to accept the subscription of any Suitable Investor and
may reject any Suitable Investor in its sole and absolute
discretion.  Nothing contained herein shall limit or waive the right
of the Fund to require withdrawal or redemption of a Selling Agent Investor from
the Fund.  You agree that you will not appoint any selling agents to
perform under this Agreement without the express written consent of the
Fund.

     

    1.2 Solicitation of Subscriptions and
Performance of Investor Relations Services.  You hereby agree
to solicit, as an independent contractor and not as an agent of the Fund,
Suitable Investors in accordance with the terms of the Memorandum and this
Agreement, provided that you reserve the right not to submit any potential
investors to the Fund. You agree to assist the Fund in making presentations to
Suitable Investors and Selling Agent Investors. Once a Suitable Investor becomes
a Selling Agent Investor, and for as long as it remains a limited partner, you
further agree to provide to the Fund such investor relations services as the
Fund may from time to time reasonably request, including, but not limited to,
the following (such services, the “Investor Relations
Services”):

     

    1.2.1
promptly deliver any and all oral or written instructions received directly
received from Selling Agent Investors, to the Fund.

     

    1.2.2
reporting to Selling Agent Investors the Fund’s net asset value per
Interest;

     

    1.2.3
responding on the Fund’s behalf to Selling Agent Investors’ questions relating
to account statements, annual reports and K-1’s furnished by the
Fund;

     

    1.2.4.
assisting the Fund in processing redemption requests from Selling Agent
Investors; and

     

    1.2.5.
performing such additional investor services as may for time to time arise with
Selling Agent Investors.

     

    Your
obligation to provide the ongoing Investor Relations Services described herein
shall (i) during the term of this Agreement extend only to Suitable Investors
and Selling Agent Investors solicited by you pursuant to this Agreement (and not
to any other persons) and (ii) upon termination of this Agreement, shall
continue only with respect to Selling Agent Investors for so long as any of them
remain limited partners of the Fund.

     

    1.3.
Subscriptions.

     

    1.3.1.
Solicitation Procedures.
You or a person acting on your behalf shall furnish to each offeree,
concurrently with making an offer to such offeree (and its purchaser
representative, if such a representative has been selected), a numbered copy of
the Memorandum, and shall maintain adequate records of each person to whom a
Memorandum has been delivered.  At the end of each calendar month, you
will send a

     

     

    
      
        
        

      

      
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    report to
the General Partner, which will include such information as the Suitable
Investors’ names, Memorandum numbers and states to which the Memorandum was
delivered. Each person desiring to purchase an Interest in the Offering shall be
required to execute and deliver to the Fund a completed and executed
subscription document, and pay the full amount of the subscription in accordance
with the instructions in the subscription documents.  You shall
transmit a copy of each Selling Agent Investor’s (or Suitable Investor’s, as
appropriate) original subscription document received by you to the Fund at the
address listed in the subscription documents as soon as received.

     

    1.3.2.
Acceptance Standards and
Procedures. The Fund will not consider any proposed subscription by a
Suitable Investor or a Selling Agent Investor (as appropriate) until its or his
subscription documents have been completed, signed and delivered. After receipt
of the subscription documents, the Fund will determine whether it wishes to
accept the offered subscription.  The date on which an investor is
accepted in to the Fund as a limited partner being the “Investment Date.”
Subscriptions for Interests will be accepted only from subscribers that meet the
investor suitability standards set forth in the Memorandum.  The
minimum initial required purchase by any subscriber shall be $10,000 for Class A
Interests and Class B, and $1,500,000 for Institutional Interests, and such
other minimums as is determined for future classes, unless the Suitable Investor
otherwise meets the criteria set forth in the Memorandum, plus any applicable
selling commission. If there is a conflict regarding a Suitable Investor due to
a prior solicitation by another selling agent, the General Partner shall
promptly notify the Selling Agent and use reasonable business efforts to
reconcile the conflict. The General Partner shall determine in its sole but
reasonable discretion whether the Selling Agent’s efforts resulted in the
investment into the Fund being made and therefore whether a prospective or
existing limited partner is a Selling Agent Investor pursuant to this Agreement,
or is attributable to a selling agent other than the Selling Agent.

     

    1.3.3.
Rejection. Any
subscription may be rejected in whole or in part by the Fund, provided that the
Fund must notify the Selling Agent of its rejection of any subscription within
five (5) days of receipt of completed subscription documents.  Should
the Fund determine to reject a subscription, the Fund will promptly return the
subscription documents and the funds previously received from the person whose
subscription was rejected directly to the prospective purchaser.

     

    1.4.
Due Diligence. You agree
to conduct your own investigation and not to recommend any prospective investors
to the Fund unless you determine that all material facts upon which each
Suitable Investor or Selling Agent Investor (as appropriate) might rely in
making his or its investment decision have been accurately and adequately
disclosed in the Memorandum to the extent you deem necessary and that each
Suitable Investor meets the suitability requirements set forth in the
Memorandum. You further acknowledge receipt of the Memorandum and will use the
Memorandum and other documents provided to you by the Fund only for solicitation
purposes in soliciting investors in the Fund. You have read the Memorandum and
will not make any representations not set forth in the Memorandum, or other
materials regarding the Fund that are approved by the General Partner for your
use in soliciting Suitable Investors or Selling Agent Investors (as
appropriate).  You will return any undistributed copies of the


     

     

    
      
        
        

      

      
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    Memorandum
to the Fund at the end of the term of this Agreement or as sooner requested by
the Fund. This Section 1.4 does not relieve the Fund of its independent
obligation to ascertain the suitability of Selling Agent
Investors.  You will not alter any Fund documents without our consent
and will not prepare any other materials concerning the Fund without first
sending them to us for our review and approval.

     

    1.5.
Compensation to the Selling
Agent.

     

    1.5.1.
Fees and Expenses. In
full compensation for your services described herein, with respect to each
Selling Agent Investor introduced and procured by your efforts hereunder, the
Fund and/or the General Partner, as applicable, shall pay you the fees as set
forth in Exhibit A (the “Fees”) attached hereto. The
Fund will pay all costs and expenses of the Fund relating to counsel,
accountants for the Fund and the costs of preparing the
Memorandum.  You shall not be responsible for any expense of the Fund
or others for any charges or claims related to the Offering, but you shall be
responsible for all expenses incurred by you in connection with your performance
of your duties under this Agreement and neither the Fund nor the General Partner
shall have an obligation to reimburse you for any such expenses.

     

    1.5.2.
Payment of the Fees.
Payment of the Fees to you is subject to the following conditions:

     

     (a)
Amounts will be payable to you only with respect to Interests owned by Selling
Agent Investors.

     

     (b) The
General Partner shall determine in its sole but reasonable discretion whether
your efforts resulted in the investment into the Fund being made and therefore
whether a limited partner is a Selling Agent Investor.

     

     (c) No
selling commissions will be paid from the proceeds of sales of Interests and no
Fees or any other payments shall be due to you for introductions or purchases
other than those specifically described herein.  You agree that with
respect to the services you will perform for the Fund hereunder you shall have
no right to seek and will not seek payment of any fee (including, but not
limited to, consulting, management, incentive or advisory) from any person or
entity other than the Fund or the General Partner.

    


    Section
2. Representations and Warranties of the Fund and the General
Partner.

     

    (a) The
Fund and/or the General Partner, as applicable, represent and warrant to you, as
specifically set out below, the following:

     

    2.1.
Power and Authority of the
Fund. The Fund has been duly organized and is validly existing and in
good standing under the laws of the state of its formation, with full power and
authority to conduct business as described in the Memorandum.  The
Fund has, and on each Investment Date will have, full power and authority to
conduct its business as described in the Memorandum. The Fund is, and at each
Investment Date will be, duly licensed or qualified to do business and in good
standing in the state of its

     

     

    
      
        
        

      

      
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    formation.  Except
as disclosed in the Memorandum, the Fund has, and on each Investment Date will
have: (i) all governmental licenses, permits, consents, orders, approvals and
other authorizations necessary to carry on its business as contemplated in the
Memorandum the absence of which would have a material adverse effect on the
business, prospects or financial condition of the Fund; (ii) complied in all
material respects with all laws, regulations and orders applicable to it or its
business; and (iii) performed all of its material obligations required to be
performed by it, and is not, and on each Investment Date will not be, in
default, under any indenture, mortgage, deed of trust, voting trust agreement,
loan agreement, bond, debenture, note, agreement, lease contract, loan
agreement, lease, contract or other agreement or instrument (collectively, a
“Contract or Other
Agreement”) to which it is a party or by which its property is bound or
affected.

     

    2.1.1.
Validity of Issuance of
Securities. The outstanding Interests have been, and the Interests to be
issued and sold by the Fund pursuant to the Offering, upon such issuance will
be, when paid for as provided herein and in the Memorandum, duly authorized,
validly issued, fully paid and non-assessable, and will not be subject to any
preemptive or similar rights.  The description of the Interests in the
Memorandum is, and on each Investment Date will be, complete and accurate in all
material respects. Subscribers for the Interests shall have no liability in
excess of their respective capital contributions other than as required or
permitted by applicable law.

     

    2.1.2.
Adequacy of the
Memorandum. The Fund has or will have prepared and delivered to you the
Memorandum.  The Memorandum and any other written materials provided
to the Selling Agent by the Fund or the General Partner do not, to the best of
the General Partner’s knowledge, and on any Investment Date will not, contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading.  There are no material Contracts or Other agreements to
which the Fund is a party which have not been described in the Memorandum.  All such
Contracts or Other Agreements to which the Fund is a party have been duly
authorized, executed and delivered by the Fund, constitute valid and binding
agreements of the Fund and are enforceable against the Fund in accordance with
the terms thereof.

     

    2.2.
Power and Authority of General
Partner. The General Partner has been duly organized and is validly
existing and in good standing under the laws of the state of its formation, with
full power and authority to conduct business and enter into this
Agreement.  The General Partner has obtained and filed any necessary
consent, approval, authorization or order necessary, under any “Laws,” which is
required for the performance of the General Partner’s obligations or business in
relation to this Agreement other than with respect to the consents, approvals,
authorizations or orders the absence of which would not cause a material adverse
effect on the business, prospects or financial condition of the General Partner.
All such required consents, authorizations, approvals or orders shall, to the
extent necessary, remain in full force and effect during the term of this
Agreement.  “Laws” when used as a defined
term in this Agreement shall mean all statutes, laws, rules, regulations,
requirements, ordinances, injunctions, writs, decrees and court orders of any
governmental authority, including but not limited to any 

     

     

    
      
        
        

      

      
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    U.S.
federal or state law related to securities or investment advice, or fraudulent
or felonious conduct, or any rule or regulation promulgated pursuant to such
Laws.

     

    2.3.
Due Authorization and
Enforceability of this Agreement. This Agreement has been duly and
validly authorized, executed and delivered by or on behalf of the Fund and the
General Partner and constitutes the valid, binding and enforceable agreement of
the Fund and the General Partner, except to the extent that (i) the
enforceability of this Agreement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of creditors
generally or by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law), and (ii) the
indemnification provisions of this Agreement may be held to violate public
policy (under either state or federal law) in the context of the offer or sale
of securities.

     

    2.4.
No Material Adverse
Change. Except as may be disclosed in the Memorandum (as supplemented
from time to time), or as the Fund or the General Partner may otherwise disclose
to you from time to time after the date of this Agreement, (i) there has not
been any material adverse change in the capitalization of the Fund or the
General Partner, or in the business, properties, business prospects, condition
(financial or otherwise) or results of operations of the Fund or General
Partner, arising for any reason whatsoever other than in the ordinary course of
business and (ii) the Fund and the General Partner have not incurred any
material liabilities or obligations, direct or contingent.

     

    2.5.
Absence of Legal or Contractual
Conflicts. The execution, delivery and performance of this Agreement, and
the consummation of the transactions contemplated hereby, will not result in:
(a) the creation or imposition of any lien, charge or encumbrance upon any of
the assets of the Fund or the General Partner pursuant to the terms or
provisions of any Contract or Other Agreement; (b) a breach, violation or
default under (or the triggering of any termination or acceleration rights
under) any of the terms or provisions of the organizational documents of the
Fund or General Partner, or of any Contract or Other Agreement to which the Fund
or General Partner is a party or by which the Fund, the General Partner or any
of their respective properties is bound or affected; or (c) a
violation of any Laws applicable to the business or properties of the Fund or
General Partner.

     

    2.6.
Governmental Consents.
No consent, approval, authorization or order of any court or governmental agency
or body has been obtained or is required for the performance of this Agreement
and the consummation of the transactions contemplated in this Agreement by the
Fund or the General Partner, except for any such approvals or authorizations
disclosed in the Memorandum or which have or in the future will be obtained as
required under any applicable state securities laws (“Blue Sky” laws).

     

    2.7.
Pending or Threatened
Claims.  Except as may be described in the Memorandum or that
has otherwise been disclosed to you in writing, and to the best of the General
Partner’s and Fund’s knowledge, there is not pending, threatened or contemplated
any actions, suits or proceedings (i) before or by any federal, state or local


     

     

    
      
        
        

      

      
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    court,
commission, regulatory body, administrative agency or other governmental body
against the Fund, the General Partner, or their respective officers or other
principals in their capacities as such, or (ii) as a result of any default in
the due performance and observance of any material obligation, term, covenant or
condition of any Contract or Other Agreement to which the Fund or General
Partner is a party or by which the Fund, the General Partner or any of their
respective properties is bound or affected, that might result in any material
adverse change in the condition (financial or otherwise), earnings, affairs
assets or business or prospects of the Fund or the General Partner.

     

    Section
3. Covenants of the General Partner and the Fund.

     

    The Fund
and/or the General Partner, as applicable, covenant with you as
follows:

     

    3.1.
Amendment of Memorandum.
Upon the occurrence of any event that would cause the Memorandum, during the
Offering, to include an untrue statement of a material fact or to omit to state
a material fact necessary to make the statements therein not misleading, the
Fund and/or General Partner will promptly notify you of the event and promptly
prepare and furnish to you such number of copies as you may request of an
amended or supplemented Memorandum that shall not contain any untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein not misleading.

     

    3.2.
Compliance with Securities
Laws. The Fund will cause the sale of the Interests to take place in a
manner that will permit reliance upon Regulation D promulgated under the
Securities Act and will file the required Form D in a timely fashion. The Fund
will cause its counsel to file on its behalf such notices and consents to
service of process as are necessary to conduct the Offering under the securities
or Blue Sky laws of states in which the Fund is offered.

     

    3.3.
Reports and Other
Information.  The Fund will, as long as any Interests may
remain outstanding, furnish directly to you, upon request, one copy of each
report furnished to Selling Agent Investors.

     

    3.4 Limited Liability and Fund
Status. The Fund will take all steps necessary to preserve, to the extent
possible, the limited liability of the Selling Agent Investors and the Fund’s
status as a limited partnership.

     

    3.5 Notification of Changes. The
General Partner and/or the Fund will notify you promptly of any material change
to any of the representations, warranties, covenants or agreements of the Fund
or the General Partner contained herein during the term of this
Agreement.

     

    3.6 General Covenants. The General
Partner covenants that it will at all times be in compliance with all Laws (as
defined above) the non-compliance with which will result in a material adverse
effect on the General Partner’s business, financial conditions or operations.
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    business
in accordance with the terms of the Memorandum.  The General Partner
shall inform the Selling Agent of the initiation of any investigation, claim or
inquiry of any governmental or self-regulatory organization related to the Fund,
the General Partner or their affiliates, or of any lawsuit of any party against
the Fund, the General Partner or their affiliates, promptly upon the General
Partner having notice of such a matter. The term “affiliate” shall mean the
broadest definition of affiliate contained in federal or state securities
laws.

     

    3.7 Confidentiality. Except as
required by applicable Laws or legal process or pursuant to any legal,
regulatory or self-regulatory requests for information or documents, the General
Partner and the Fund agree to comply with all applicable Laws relating to the
privacy of personal financial information of Suitable Investors and Selling
Agents Investors under this Agreement (e.g., as imposed by the
Gramm-Leach-Bliley Act of 1999 and enforced by various federal regulatory
agencies, or under applicable state personal financial privacy
regulations).

     

    Section
4. Representations and Warranties of the Selling Agent.

     

    You
hereby represent, warrant and agree with the Fund and the General Partner for
their benefit that:

     

    4.1.
Entity Power and
Authority. You have been duly organized and validly existing as an entity
under the laws of your state of organization, with all requisite power and
authority to conduct your business and to perform the obligations contemplated
herein.

     

    4.2.
Due Authorization and
Enforceability of This Agreement. This Agreement has been duly and
validly authorized, executed and delivered by you or on your behalf and
constitutes your valid, binding and enforceable agreement, except to the extent
that (i) the enforceability of this Agreement may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the rights of
creditors generally or by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law), and (ii)
the indemnification provisions of this Agreement may be held to violate public
policy (under either state or federal law) in the context of the offer or sale
of securities.

     

    4.3.
Absence of Legal or Contractual
Conflicts. Your execution and delivery of this Agreement, and the
performance of your obligations hereunder, will not result in a violation of, be
in conflict with or constitute a default under any agreement or instrument to
which you are a party or by which you or your properties are bound, or any
judgment, decree, order or, to your knowledge, any statute, rule or regulation
applicable to you. Except as it has otherwise been disclosed to the Fund, there
are no actions, suits or proceedings pending or, to your knowledge, threatened
against or affecting you or your officers or directors in their capacity as
such, before or by any court, commission, regulatory body, administrative agency
or other governmental body, domestic or foreign, wherein an unfavorable ruling,
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    you or
your business, properties, business prospects, condition (financial or
otherwise) or results of operations taken as a whole.

     

    4.4.
Broker-Dealer and Other
Qualifications. You are (and will continue to be at all times during the
term of this Agreement) registered as a broker-dealer in good standing with the
SEC and a member in good standing of FINRA and agree to abide by the Rules of
Fair Practice of such association.  You are properly registered or
licensed in good standing as a broker or dealer under applicable laws and
regulations, including applicable state “Blue Sky” laws.  You, your
affiliates, and your or their officers and directors (or any other person
serving in a similar capacity) have not taken or failed to take any act, and are
not subject to any order or proceedings, that would make unavailable any limited
offering exemption from registration or qualification requirements of state
securities laws.  You are, and at each Investment Date will be, duly
licensed or qualified to do business and in good standing as a foreign business
enterprise in all jurisdictions in which the nature of the activities conducted
by it or the character of the assets owned or leased by it makes such licensing
or qualification necessary, except to the extent that the failure to be so
licensed or qualified does or will not have a material adverse effect on the
business or operations of you or the Fund.

     

    4.5.
Statutory
Disqualifications. You hereby represent that you are not in violation of
any “Bad Boy” provisions of any state, and no other issuer of privately placed
securities has declined or refused to accept the you as a selling agent of such
issuer's securities in connection with any conviction, order, judgment or
decree. Specifically, that you (i) within the last five years, have not filed a
registration statement that is subject to a currently effective registration
stop order entered by any state securities administrator or the SEC, (ii) within
the last five years, have not been convicted of any criminal offense in
connection with the offer, purchase or sale of any security, or involving fraud
or deceit, (iii) are not currently subject to any state or federal
administrative enforcement order or judgment, entered within the last five
years, finding fraud or deceit in connection with the purchase or sale of any
security, or (iv) are not currently subject to any order, judgment or decree of
any court of competent jurisdiction, entered within the last five years,
temporarily, preliminarily or permanently restraining or enjoining you from
engaging in or continuing to engage in any conduct or practice involving fraud
or deceit in connection with the purchase or sale of any security.

     

    Section
5. Covenants of the Selling Agent.

     

    You
covenant with the Fund as follows:

     

    5.1 Conduct of Solicitation. You
or a person acting on your behalf will cause each Suitable Investor to complete
and execute subscription documents in order to enable the Fund to determine
whether such person is qualified to acquire Interests.  You will not
execute any subscription documents for any person and will not invest in the
Interests through any person’s discretionary trading account without the written
approval of such person. You will abide by, and take reasonable precautions to
insure compliance with, all provisions contained in the Memorandum and this
Agreement regulating the terms and manner of conducting the
Offering.  You further agree to the following; (i) you 

     

     

     

    
      
        
        

      

      
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    will use
no materials except the Memorandum and other documents approved in writing by
General Partner, (ii) you will not make any representations to prospective
investors not set forth in the Memorandum, and (iii) you will inform all
Suitable Investors of all pertinent facts relating to the Fund risks, liquidity
and marketability of their investment as set forth in the
Memorandum.

     

    5.2 Compliance with Federal and State
Securities Laws and Other Applicable Laws. With respect to all persons
solicited by you under this Agreement, you will comply with all applicable laws
of the jurisdiction in which any offer or sale is made.  You will
offer the Interests in a private manner in compliance with all applicable
requirements of the Securities Act and the rules and regulations promulgated
thereunder, including Regulation D.  You and any person acting on your
behalf will make offers of the Interests only to persons whom you and your
employees have reasonable grounds to believe and do believe (i) have such
knowledge and experience in business and financial matters (either alone or
together with a purchaser representative) that they are capable of evaluating
the merits and risks of the prospective investment and of protecting their own
interests in connection with the transaction and (ii) meet the investor
suitability requirements contained in the Memorandum. You and any person acting
on your behalf will cooperate with the Fund so that the Interests are sold only
to “accredited investors” as such term is defined in Rule 501 of Regulation D
and you employees will exercise reasonable care to ensure that a purchaser is
not an underwriter within the meaning of Section 2(11) of the Securities
Act.  You will comply with all applicable requirements of any “Blue
Sky” laws or rules or regulations promulgated by states thereunder and will not
offer or sell any of the Interests except in compliance with such laws, or as
preempted under Section 18(b)(4)(D) of the Securities Act, added by the National
Securities Markets Improvement Act of 1996.  With respect to any state
that limits the number of offers and sales that may be made, you shall limit the
number of offers and sales of Interests as the Fund or the General Partner may
advise you from time to time.

     

    5.3 Confidentiality. Except as
required by applicable Laws or legal process or pursuant to any legal,
regulatory or self-regulatory requests for information or documents, you agree
to comply with all applicable Laws relating to the privacy of personal financial
information of Suitable Investors and Selling Agents Investors under this
Agreement (e.g., Regulation S-P, other applicable regulations imposed by the
Gramm-Leach-Bliley Act of 1999 and enforced by various federal regulatory
agencies, or applicable state personal financial privacy regulations). You will
obtain each Selling Agent Investor’s prior written consent to have statements,
reports and other documentation on their Interests in the Fund submitted to
you.

     

    5.4 Notification of Changes. You
will notify the Fund promptly of any change having or which is likely to have a
material adverse effect relating to any of your representations, warranties,
covenants or agreements contained herein that occurs at any time during the term
of this Agreement.

     

    5.5 Anti-Money Laundering (AML).
You hereby certify that: (i) you are required to establish an anti-money
laundering program, which satisfies the requirements 

     

     

     

    
      
        
        

      

      
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    of Title
III of the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”)
(ii) you have developed, implemented, and will maintain such an anti-money
laundering program, including a customer identification program consistent with
the rules under sec. 326 of the USA Patriot Act, and will comply with all
applicable laws and regulations designed to guard against money laundering
activities set out in such program (iii) you will cooperate with the General
Partner and deliver information reasonably requested by the General Partner
concerning Selling Agent Investors as necessary for the General Partner or the
Fund to comply with the USA Patriot Act or any applicable federal and regulatory
obligations; (iv) you will notify the General Partner, in writing, if it is
found, by its Compliance Officer, independent anti-money laundering auditor, or
any Federal, state, or self-regulatory agencies, to be in violation of the USA
Patriot Act or any applicable federal and regulatory obligations, or your
anti-money laundering program; and (v) to comply with all other obligations set
forth in Exhibit B attached hereto. You further represent that the covenants and
certifications of this Section 5.5 will apply equally with respect to each
Selling Agent Investor found and referred to the Fund pursuant to this
Agreement, whether directly referred to the Fund by you or indirectly referred
to the Fund by you through an affiliated registered investment adviser, or a
nonaffiliated registered investment adviser with which a registered
representative of yours is an associated person.

     

    5.6 Recordkeeping and Business
Continuity. You will maintain copies of all records relating to Selling
Agent Investors including, but not limited to, copies of subscription documents,
AML documentation and all Know Your Client (KYC) records. In the event that the
General Partner or Fund experiences a business disruption and/or loss of
records, you also agree to assist the General Partner and the Fund in servicing
Selling Agent Investors during the disruption, and in the duplication of
records.

     

    Section
6. Indemnification.

     

    6.1.
By the Fund. The Fund
agrees to indemnify and hold harmless you and each person, if any, who controls
you within the meaning of the Securities Act, against any losses, claims,
damages or liabilities, joint or several, to which you or such controlling
person may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon facts which would constitute a breach by the Fund of any
warranty, representation, covenant or agreement in this Agreement.

     

    6.2.
By the Selling Agent.
You will indemnify and hold harmless the Fund and the General Partner and each
other person who controls the Fund or the General Partner within the meaning of
the Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which the Fund, the General Partner or such other controlling person
may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon facts which would constitute a breach by you of any
warranty, representation, covenant or agreement in this Agreement.

     

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    6.3.
Notification. Promptly
after receipt by an indemnified party under this Section 6 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 6,
notify the indemnifying party of the commencement thereof; but the omission so
to notify the indemnifying party will not relieve it from any liability which it
may have to any indemnified party otherwise than under this Section
6.  In case any such action is brought against any indemnified party
and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent
that it may wish, jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel satisfactory to such indemnified
party, and after notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof, the indemnifying party will not
be liable to such indemnified party under this Section 6 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.

     

    Section
7. Termination of This Agreement.

     

    7.1 Termination.  This
Agreement shall terminate upon written notice by the General Partner, the Fund
or the Selling Agent, provided that any Fees earned through the date of
termination shall be paid promptly following the date of termination (unless
such payment violates any applicable law).  Subsequent to termination
of this Agreement: (i) the Selling Agent’s obligation to perform the Investor
Relations Services described in Section 1.2 hereof shall survive such
termination of this Agreement for so long as any Selling Agent Investor remains
a limited partner of the Fund; and (ii) the obligation of the Fund and/or
General Partner, as applicable, to pay Fees shall survive termination and the
Selling Agent will continue to be paid Fees with respect to each Selling Agent
Investor that remains a limited partner of the Fund, but only if (a) the
termination is not based on the Selling Agent’s breach of its obligations under
this Agreement and (b) there is no entry of any order or decree by any court or
self regulatory body effectively prohibiting or enjoining the payment of Fees to
the Selling Agent for the performance of its obligations under this
Agreement.

     

    7.2.
Liability of Parties.
All representations, warranties and indemnification agreements contained in this
Agreement shall remain operative and in full force and effect to the extent
applicable, regardless of any termination pursuant to Section 7.1, and shall
survive the final Investment Date, as shall all restrictions concerning the
confidentiality of client and Fund-related information set forth in Section 5.5
hereof.

     

    Section
8. Miscellaneous Provisions.

     

    8.1.
Notices. All notices
provided for by this Agreement shall be made in writing to the parties thereunto
entitled either (i) by personal or in-hand delivery of the notice or (ii) by
e-mail with electronic confirmation of delivery or (iii) by United States mail
(certified or registered mail, return receipt requested) or overnight courier
delivery (with authorized signature required upon delivery) of the notice to the
address as stated above for you, or as stated in the Memorandum for the Fund or
the General Partner (or at 

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    such
other address as may have been designated by written notice).  The
notice shall be deemed to have been received:  (a) if by personal or
in-hand delivery, on the date of its actual receipt by the party entitled
thereto; (b) by e-mail, on the date the e-mail was sent; (c) if by
United States mail, two (2) days after the date of deposit in the United States
mail; or (d) if by overnight courier delivery, one (1) day after the date of
deposit with the courier service.

     

    8.2.
Parties. This Agreement
shall inure to the benefit of and be binding upon you, the Fund, the General
Partner and each of your, the Fund’s and the General Partner’s respective
successors and legal representatives.  Except as otherwise set forth
in this Section, nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any other person any legal or equitable right, remedy
or claim under or in respect of this Agreement, or any provision herein
contained.  No purchaser of Interests will be deemed a successor
because of such purchase.  You may not assign any benefit nor delegate
any duty under this Agreement without the prior written consent of the General
Partner.

     

    8.3.
Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of California without regard to its conflicts of laws
provisions.

     

    8.4.
Arbitration. The parties
waive their right to seek remedies in court, including the right to jury
trial.  Any dispute arising out of, or relating to, this Agreement or
the breach thereof (other than Sections 3.7 and 5.3 hereof), or regarding the
interpretation thereof, shall be resolved exclusively by arbitration conducted
in the state of California and the city of San Diego in accordance with the
rules of JAMS/The Resolution Experts (“JAMS”) applying the laws of
California. Other than as stated below with respect to a breach of Sections 3.7
and 5.3 hereof, disputes shall not be resolved in any other forum or
venue.  The parties agree that such arbitration shall be conducted by
a retired judge who is experienced in resolving disputes regarding the
securities business, that discovery shall not be permitted except as required by
the rules of JAMS, that the arbitration award shall not include factual findings
or conclusions of law and that no punitive damages shall be
awarded.  The parties understand that any party’s right to appeal or
to seek modification of any ruling or award of the arbitrator is severely
limited.  Any award rendered by the arbitrator shall be final and
binding, and judgment may be entered on it in any court of competent
jurisdiction.  The parties agree that money damages would be an
inadequate remedy for a breach of Sections 3.7 and 5.3 hereof and in the event
of a breach or threatened breach of Sections 3.7 and 5.3 hereof, the parties or
their successors or assigns may, in addition to other rights and remedies
existing in their favor, apply for specific performance and/or injunctive or
other relief in order to enforce, or prevent any violations of, such provisions,
without posting a bond or other security.

     

    8.5.
Multiple Counterparts.
This Agreement may be executed in a number of identical counterparts, each of
which shall be deemed to be an original, but all of which constitute,
collectively, one and the same Agreement; but in making proof of this


     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    Agreement,
it shall not be necessary to produce or account for more than one such
counterpart.

     

    8.6.
Modification or
Amendment. This Agreement may not be modified or amended except by
written agreement executed by the parties hereto.

     

    8.7.
Other Instruments. The
parties hereto covenant and agree that they will execute such other and further
instruments and documents as are or may become necessary or convenient to
effectuate and carry out this Agreement.

     

    8.8.
Validity. Should any
portion of this Agreement be declared invalid and unenforceable, then such
portion shall be deemed to be severable from this Agreement and shall not affect
the remainder of this Agreement.

     

    8.9.
Captions. The captions
used in this Agreement are for convenience only and shall not be construed in
interpreting this Agreement.

     

    8.10.
Entire Agreement. This
Agreement contains the entire understanding between the parties and supersedes
any prior understandings or written or oral agreements between them respecting
the subject matter hereof.

     

    8.11.
Facsimile. Any facsimile
signature of this Agreement or any other document by any person or entity
relating to this Agreement will constitute the legal, valid, and binding
execution of this Agreement or such other document by such person or
entity.

     

     

     

    Signatures
on Following Page

     

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    If the
foregoing is in accordance with our agreement, please sign and return to us a
counterpart hereof, whereupon this instrument along with all counterparts will
become a binding agreement among you and the Fund in accordance with its
terms.

     

    Very
truly yours,

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 	
                                              APM
      – ECKHARDT FUTURES FUND, L.P. 
BY: ITS GENERAL PARTNER, ALTEGRIS PORTFOLIO
MANAGEMENT, INC. 

                                            	 
	 	 	 
	 	By:	/s/  Robert
      J. Amedeo	 
	 	 	 	 
	 	Name:	Robert
      J. Amedeo	 
	 	 	 	 
	 	Title:	Vice
      President	 
	 	 	 	 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 	
                                                ALTEGRIS
      PORTFOLIO MANAGEMENT, INC.

                                              	 
	 	 	 
	 	By:	/s/  Robert
      J. Amedeo	 
	 	 	 	 
	 	Name:	Robert
      J. Amedeo	 
	 	 	 	 
	 	Title:	Vice
      President	 
	 	 	 	 


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	ALTEGRIS
      INVESTMENTS, INC.	 
	 	 	 
	 	By:	/s/  Robert
      J. Amedeo	 
	 	 	 	 
	 	Name:	Robert
      J. Amedeo	 
	 	 	 	 
	 	Title:	Vice
      President	 
	 	 	 	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Exhibit
A

     

    In
consideration of the Selling Agent and its employees performing the obligations
under this Agreement, and within 45 days after receipt by the Fund or the
General Partner, the Selling Agent shall be paid the following
compensation:

     

    With
respect to Class A, an amount equal to the selling commission as and to the
extent charged to a Selling Agent Investor (which may be any percentage of the
Net Asset Value per Interest up to 3% with respect to each Interest sold to a
Selling Agent Investor at such closing).

     

    With
respect to Class A Interests, and in further consideration of the Selling Agent
and its employees' performing the obligations under this Agreement, the Fund
shall pay the Selling Agent continuing compensation equal to 0.166% (2%
annually) of the Fund’s “month-end net asset value” of the Class A capital
account balance of each Selling Agent Investor outstanding at month
end.

     

    With
respect to Class B Interests, the General Partner shall pay the Selling Agent an
amount up to 0.0833% (1.0% annually) of the Fund’s “month-end net asset value”
of the Class B capital account balance of each Selling Agent Investor
outstanding at month end.

     

    With
respect to Institutional Interests, the General Partner shall pay the Selling
Agent an amount up to 0.05% (0.60% annually) of the Fund’s “month-end net asset
value” of the Institutional Interest capital account balance of each Selling
Agent Investor outstanding at month end.  At the direction of the
Selling Agent for a specific Institutional Interest subscription, the Fund may
charge the capital account of a Selling Agent Investor an ongoing monthly fee of
0.0417% (0.50% annually) of the “month-end net asset value” of Institutional
Interests outstanding at the end of each month and pay this amount to the
Selling Agent.

     

     

    
      
        
        

      

      
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    Exhibit
B

     

    Anti-Money
Laundering

     

    
      	
              1.

            	
              The
      Selling Agent has established and implemented policies, procedures and
      internal controls reasonably designed to achieve compliance with the USA
      Patriot Act and the U.S. Bank Secrecy Act the (BSA) and applicable
      regulations adopted to implement the provisions of such laws, including
      policies and procedures that can be reasonably expected to detect and
      cause the reporting of transactions under Section 5318 of the BSA,
      including:

            


    

    
       

      
        	
              	
                a. 

              	
                Customer
      identification program (CIP), including identification and verification of
      the identity of any person seeking to open a client account, to the extent
      reasonably practicable

              


      

       

    

    
      	
            	
              b.

            	
              The
      identification of, and execution of enhanced due diligence on, any unusual
      or suspicious activity or “red flags”, including but not limited to
      unusual or suspicious account activity, unusual concern, hesitancy or
      avoidance in complying with the Selling Agent’s AML procedures,
      questionable background including when the customer is from, or has
      accounts in, a country identified as a non-cooperative country or
      territory by the FATF.

            


    

     

    
      	
            	
              c. 

            	
              Maintaining
      records of the information used to verify a person’s identity, including
      name, address and other identifying
information

            


    

     

    
      	
            	
              d. 

            	
              Consulting
      lists maintained by the U.S. Government of sanctioned individuals or
      organizations known or suspected to be associated with drug-trafficking,
      terrorism and other illegal activities, in order to determine whether
      persons seeking to open client accounts appear on any such
      list

            


    

     

    
      	
            	
              e. 

            	
              Designating
      the individual or individuals to be responsible for implementing and
      monitoring those policies, procedures and internal
  controls

            


    

     

    
      	
            	
              f. 

            	
              Provide
      for testing of those policies, procedures and internal control by
      independent personnel or by a qualified outside
  party.

            


    

    
       

      
        	
                2.

              	
                To best of its knowledge, the Selling
      Agent’s AML program is compliant with all anti-money laundering laws and
      regulations applicable to the Selling Agent based upon the location and
      scope of its current business
operations.

              


      

      
         

         

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

      

    

    
       

      
        	
                3.

              	
                The Selling Agent complies with all “Know
      Your Customer” requirements of applicable self-regulatory organizations,
      as well as the U.S. Department of the Treasury’s Office of Foreign Assets
      Control (OFAC) list of specially designated nationals, blocked persons and
      sanctioned governments.

              


      

      
         

        
          	
                  4.

                	
                  The Selling Agent will adhere to the
      policies and procedures in its AML program, and will notify the General
      Partner if we are no longer able to abide by such policies or
      procedures.

                


        

        
           

          
            	
                    5.

                  	
                    The Selling Agent agrees to provide
      information and records related to its anti-money laundering policies,
      procedures and controls and it’s compliance with such
      procedures.

                  


          

          
             

            
              
                	
                        6.

                      	
                        The Selling Agent will notify the General
      Partner if you suspect any unusual, suspicious, illegal activity or “red
      flags” associated with a Selling Agent Investor, or if it cannot form a
      reasonable belief as to the true identity of an introduced investor (or
      any beneficial owner thereof), and file a suspicious activity report with
      appropriate regulatory authorities if in the General Partner’s sole
      discretion it determines that suspicious circumstances warrant such a
      filing.

                      


              

              
                 

                
                  
                    	
                            7.

                          	
                            The Selling Agent will take every measure
      possible to ensure the subscription moneys paid to the Fund by Selling
      Agent Investors have been paid from accounts of which such Selling Agent
      Investors are the beneficial owners, are not from a bank with no physical
      place of business (commonly referred to as a shell bank) and such
      subscription moneys are not from a country or territory named on the list
      of high-risk or non-cooperating countries or jurisdictions published by
      the Financial Action Task Force
(“FATF”).

                          


                  

                  
                     

                  

                

              

            

            
              	
                      8.

                    	
                      The Selling Agent will not, to the best of
      your knowledge and belief, after due inquiry of each Selling Agent
      Investor, including beneficial owners of entities, introduce Selling Agent
      Investors that are Prohibited Investors as outlined in Exhibit H of the
      Fund’s subscription documents. Prohibited Investors include Senior
      Political Figures, shell banks, specifically designated national and
      blocked persons as identified on the list maintained by the Office of
      Foreign Assets Control, entities organized or chartered under the laws of,
      a jurisdiction that has been identified by the US Treasury Department's
      Financial Crimes Enforcement Network (FinCen) under Section 311 or 312 of
      the USA Patriot Act as warranting special measures due to money laundering
      concerns.

                    


            

            
               

              
                
                  	
                          9.

                        	
                          The Selling Agent will re-certify annually
      to the General Partner that it has implemented an AML program and will
      perform (or its agent will perform) the specified requirements of the
      Selling Agent’s CIP and AML
policies.

                        


                

                
                   

                  
                    
                      
                      

                    

                    
                      18

                      
                        

                      

                    

                    
                      
                      

                    

                  

                   

                  
                    
                      
                        	
                                10.

                              	
                                The Selling Agent represents that it is a
      financial institution regulated by a Federal Functional Regulator (as
      defined in 103.120(a)(2) of the BSA). The Selling Agent acknowledges and
      understands that the General Partner will rely on such representations and
      warranties in connection with its compliance with the USA Patriot Act and
      The BSA. The Selling Agent agrees to notify the General Partner promptly
      if any of the above representations and warranties ever ceases to be true
      and correct in any respect.

                              


                      

                      
                         

                        
                          
                            
                              	
                                      11.

                                    	
                                      If the Selling Agent has engaged the
      services of another financial institution in connection with fulfilling
      its duties and obligations which are the subject of its representations
      and warranties set forth herein, the Selling Agent hereby represents and
      warrants that it has obtained adequate assurances from such financial
      institution that enable it to make such representations and
      warranties.

                                    


                            

                            
                               

                            

                          

                        

                      

                    

                  

                   

                   

                   

                  
                    19