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     WHEREAS, CMF is registered as a commodity pool operator with the CFTC and is a member of theNFA; and     WHEREAS, the Advisor or any of its affiliates that acts as a commodity pool operator to any ofthe Feeder Funds is registered as such with the CFTC and is a member of the NFA; and     WHEREAS, the Parties have entered into the Existing Agreement and now wish to amend andrestate the Existing Agreement as set out in this Agreement; and     WHEREAS, CMF, the Partnership and the Advisor wish to enter into this Agreement in order toset forth the terms and conditions upon which the Advisor will render and implement advisoryservices in connection with the conduct by the Partnership of its commodity trading activitiesduring the term of this Agreement;     NOW, THEREFORE, the parties agree as follows:     1. DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions ofthis Agreement, the Advisor shall have sole authority and responsibility, as one of thePartnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of theassets and funds of the Partnership allocated to it from time to time by the General Partner incommodity interests, including commodity futures contracts, options, swaps and forward contracts.All such trading on behalf of the Partnership shall be in accordance with the trading policies setforth in Section 3(b) of the Limited Partnership Agreement, and as such trading policies may bechanged from time to time upon receipt by the Advisor of prior written notice of such change andpursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing thePartnership’s assets. CMF has initially selected the Advisor’s Discus Program (the “Program”) tomanage the Partnership’s assets allocated to it. Any open positions or other investments at thetime of receipt of such notice of a change in trading policy shall not be deemed to violate thechanged policy and shall be closed or sold in the ordinary course of trading. The Advisor may notdeviate from the trading policies set forth in the Limited Partnership Agreement without the priorwritten consent of the Partnership given by CMF. The Advisor makes no representation or warrantythat the trading to be directed by it for the Partnership will be profitable or will not incurlosses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the managementagreement with each Feeder Fund operated or managed by CMF to direct the investment andreinvestment of such fund’s assets, effective as of the date of this Agreement (or the date thatsuch fund becomes a Feeder Fund to the Partnership, if later) and continuing through the termhereof, the Advisor shall have no authority to trade directly the individual accounts of suchfunds.     (b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligiblepersons (as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Alltrades made by the Advisor for the account of the Partnership shall be made through such commoditybroker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibilityfor selecting or supervising any such broker in connection with the execution, clearance orconfirmation of transactions for the Partnership or for the negotiation of brokerage rates chargedtherefor. However, the Advisor, with the prior written
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permission (by either original or fax copy) of CMF, may direct all trades in commodity futuresand options to a futures commission merchant or independent floor broker it chooses for executionwith instructions 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 be paid bythe Partnership after all parties have executed the relevant give-up agreements (by either originalor fax copy).     (c) The initial allocation of the Partnership’s assets to the Advisor will be made to theProgram, as described in the Disclosure Document. In the event the Advisor wishes to use a tradingsystem or methodology other than or in addition to the Program in connection with its trading forthe Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF priorwritten notice of its intention to utilize such different trading system or methodology and CMFconsents thereto in writing. CMF shall, within a reasonable time, change the name of thePartnership in the event that the Advisor no longer acts as the sole advisor to the Partnership.In addition, the Advisor will provide five days’ prior written notice to CMF of any change in thetrading system or methodology to be utilized for the Partnership which the Advisor deems material.If the Advisor deems such change in system or methodology or in markets traded to be material, thechanged system or methodology or markets traded will not be utilized for the Partnership withoutthe prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to thetrading system or methodology that would require a change in the description of the tradingstrategy or methods described in the Disclosure Document. Further, the Advisor will provide thePartnership with a current list of all commodity interests to be traded for the Partnership’saccount and the Advisor will not trade any additional commodity interests for such account withoutproviding notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees toprovide CMF, on a monthly basis, with a written report of the assets under the Advisor’s managementtogether with all other matters deemed by the Advisor to be material changes to its business notpreviously reported to CMF. The Advisor further agrees that it will convert foreign currencybalances (not required to margin positions denominated in a foreign currency) to U.S. dollars noless frequently than monthly. U.S. dollar equivalents in individual foreign currencies of morethan 2% of the allocated assets including nominal assets will be converted to U.S. dollars withinone business day after such funds are no longer needed to margin foreign positions.     (d) The Advisor agrees to make all material disclosures to the Partnership regarding itselfand its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholders,directors, officers and employees, their trading performance and general trading methods, itscustomer accounts (but not the identities of or identifying information with respect to itscustomers) and otherwise as are required in the reasonable judgment of CMF to be made in anyfilings required by Federal or State law or NFA rule or order. Notwithstanding Sections 1(d) and4(d) of this Agreement, the Advisor shall not be required to disclose the actual trading results ofproprietary accounts of the Advisor or its principals unless CMF reasonably determines that suchdisclosure is required in order to fulfill its fiduciary obligations to the Partnership or thereporting, filing or other obligations imposed on it by Federal or State law or NFA rule or order.The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is aproperty right belonging to the Advisor and that they will keep all such advice confidential.
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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 other trading advisors for thePartnership and apportion or reapportion to such other trading advisors the management of an amountof Net Assets (as defined in Section 7(d)(1) of the Limited Partnership Agreement) 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 respective rights andobligations of the parties hereunder.     (f) CMF may, from time to time, in its absolute discretion, select additional tradingadvisors and reapportion funds among such other trading advisors for the Partnership as it deemsappropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first dayof 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, meet margincalls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF willnot require the liquidation of specific positions by the Advisor. CMF will use its best efforts togive two days’ prior notice to the Advisor of any reallocations or liquidations.     (g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed orcaused by its negligence, fraud or willful misconduct in transmitting orders for the purchase orsale of futures interests for the Partnership’s account including payment to the Commodity Brokersof the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-upcharges incurred by the Commodity Broker on such trades but only for the amount of the CommodityBrokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligationto promptly notify the General Partner upon discovery of such Errors with respect to the accountand the Advisor shall use its best efforts to identify and promptly notify the General Partner ofany trade which the Advisor reasonably believes was not executed in accordance with itsinstructions. Any such liability of the Advisor in relation to Errors shall be limited tocompensation received by the Adviser from the Partnership during the previous 12 months.     2. INDEPENDENCE OF THE ADVISOR. For all purposes herein, the Advisor shall be deemedto be an independent contractor and, unless otherwise expressly provided or authorized, shall haveno authority to act for or represent the Partnership in any way and shall not be deemed an agent,promoter or sponsor of the Partnership, CMF, or any other trading advisor. The Advisor shall notbe responsible to the Partnership, the General Partner, any trading advisor or any limited partnersfor any acts or omissions of any other trading advisor to the Partnership. Notwithstanding theforegoing, CMF shall have no responsibility for the business operations of any Feeder Fund that isnot also operated or managed by CMF and for which the Advisor or one of the Advisor’s affiliatesacts as commodity pool operator.     3. COMPENSATION. (a) The compensation to be paid by the Partnership to the Advisorfor the services rendered by the Advisor to the Partnership in accordance with the terms of thisAgreement shall be equal to the sum of the amounts that would otherwise be payable to the Advisorby each of the Feeder Funds in accordance with the compensation
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provisions of the existing management agreements between the Advisor and the Feeder Funds.During the term of this Agreement, the Partnership shall remit to each Feeder Fund, and each FeederFund shall remit to the Advisor as agent of the Partnership, the amounts that would otherwise bedue to the Advisor under the compensation provisions of the existing management agreement betweenthe Advisor and such Feeder Fund.     (b) The Advisor acknowledges that certain expenses of the Partnership will be allocated prorata among the Feeder Funds.     (c) CMF will provide the Advisor with a statement showing the detailed fee calculations foreach Feeder Fund, and such other information as the Advisor shall reasonably request, together witheach payment for the Advisor to review. This Section 3 shall survive termination of this Agreementwith respect to compensation earned or accrued through the termination date.     4. RIGHT TO ENGAGE IN OTHER ACTIVITIES. (a) The services provided by the Advisorhereunder are not to be deemed exclusive. CMF and the Partnership acknowledge that, subject to theterms of this Agreement, the Advisor and its officers, directors, employees and shareholder(s), mayrender advisory, consulting and management services to other clients and accounts. The Advisor andits officers, directors, employees and shareholder(s) shall be free to trade for their own accountsand to advise other investors and manage other commodity accounts during the term of this Agreementand to use the same information, computer programs and trading strategies, programs or formulaswhich they obtain, produce or utilize in the performance of services to CMF for the Partnership.However, the Advisor represents, warrants and agrees that it believes the rendering of suchconsulting, advisory and management services to other accounts and entities will not require anymaterial change in the Advisor’s basic trading strategies and will not affect the capacity of theAdvisor to continue to render services to CMF for the Partnership of the quality and naturecontemplated by this Agreement.     (b) If, at any time during the term of this Agreement, the Advisor is required to aggregatethe Partnership’s commodity positions with the positions of any other person for purposes ofapplying CFTC- or exchange-imposed speculative position limits, the Advisor agrees that it willpromptly notify CMF if the Partnership’s positions are included in an aggregate amount whichexceeds the applicable speculative position limit. The Advisor agrees that, if its tradingrecommendations are altered because of the application of any speculative position limits, it willnot modify the trading instructions with respect to the Partnership’s account in such manner as toaffect the Partnership substantially disproportionately as compared with the Advisor’s otheraccounts. The Advisor further represents, warrants and agrees that under no circumstances will itknowingly or deliberately use trading programs, strategies or methods for the Partnership that areinferior to strategies or methods employed for any other client or account and that it will notknowingly or deliberately favor any client or account managed by it over any other client oraccount in any manner, it being acknowledged, however, that different trading programs, strategiesor methods may be utilized for differing sizes of accounts, accounts with different tradingpolicies, accounts experiencing differing inflows or outflows of equity, accounts which commencetrading at different times, accounts which have different portfolios or different fiscal years,accounts utilizing different executing brokers and accounts with other differences, and that suchdifferences may cause divergent trading results.
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     (c) It is acknowledged that the Advisor and/or its officers, employees, directors andshareholder(s) presently act, and it is agreed that they may continue to act, as advisor for otheraccounts managed by them, and may continue to receive compensation with respect to services forsuch accounts in amounts which may be more or less than the amounts received from the Partnership.     (d) The Advisor agrees that it shall make such information available to CMF respecting theperformance of the Partnership’s account as compared to the composite performance of other accountsmanaged by the Advisor or its principals as shall be reasonably requested by CMF. The Advisorpresently believes and represents that existing speculative position limits will not materiallyadversely affect its ability to manage the Partnership’s account given the potential size of thePartnership’s account and the Advisor’s and its principals’ current accounts and all proposedaccounts for which they have contracted to act as trading advisor.     5. TERM. (a) This Agreement shall continue in effect until June 30, 2011. CMF may,in its sole discretion, renew this Agreement for additional one-year periods upon notice to theAdvisor not less than 30 days prior to the expiration of the previous period. At any time duringthe term of this Agreement, CMF may terminate this Agreement at any month-end upon 30 days’ noticeto the Advisor. At any time during the term of this Agreement, CMF may elect to terminate thisAgreement upon 30 days’ notice to the Advisor if (i) the Net Asset Value per unit shall decline asof the close of business on any day to $400 or less; (ii) the Net Assets allocated to the Advisor(adjusted for redemptions, distributions, withdrawals or reallocations, if any) decline by 50% ormore as of the end of a trading day from such Net Assets’ previous highest value; (iii) limitedpartners owning at least 50% of the outstanding units shall vote to require CMF to terminate thisAgreement; (iv) the Advisor fails to comply with the terms of this Agreement; (v) CMF, in goodfaith, reasonably determines that the performance of the Advisor has been such that CMF’s fiduciaryduties to the Partnership require CMF to terminate this Agreement; or (vi) CMF reasonably believesthat the application of speculative position limits will substantially affect the performance ofthe Partnership. At any time during the term of this Agreement, CMF may elect immediately toterminate this Agreement if (i) the Advisor merges, consolidates with another entity, sells asubstantial portion of its assets, or becomes bankrupt or insolvent, (ii) both Marc Potters andJean-Philippe Bouchard die, become incapacitated, leave the employ of the Advisor, cease to controlthe Advisor or are otherwise not managing the trading programs or systems of the Advisor, or (iii)the Advisor’s registration as a commodity trading advisor with the CFTC or its membership in theNFA or any other regulatory authority, is terminated or suspended. This Agreement will immediatelyterminate upon dissolution of the Partnership or upon cessation of trading by the Partnership priorto dissolution.     (b) The Advisor may terminate this Agreement by giving not less than 30 days’ notice to CMF(i) in the event that the trading policies of the Partnership as established from time to time arechanged in such manner that the Advisor reasonably believes will adversely affect the performanceof its trading strategies; (ii) after June 30, 2011; or (iii) in the event that the General Partneror Partnership fails to comply with the terms of this Agreement. The Advisor may immediatelyterminate this Agreement if CMF’s registration as a commodity pool operator or its membership inthe NFA is terminated or suspended.
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     (c) Except as otherwise provided in this Agreement, any termination of this Agreement inaccordance with this Section 5 shall be without penalty or liability to any party, except for anyfees due to the Advisor pursuant to Section 3 hereof.     6. INDEMNIFICATION. (a) (i) In any threatened, pending or completed action, suit,or proceeding to which the Advisor was or is a party or is threatened to be made a party arisingout of or in connection with this Agreement or the management of the Partnership’s assets by theAdvisor or the offering and sale of units in the Partnership, CMF shall, subject to subsection(a)(iii) of this Section 6, indemnify and hold harmless the Advisor against any loss, liability,damage, cost, expense (including, without limitation, attorneys’ and accountants’ fees), judgmentsand amounts paid in settlement actually and reasonably incurred by it in connection with suchaction, suit, or proceeding if the Advisor acted in good faith and in a manner reasonably believedto be in or not opposed to the best interests of the Partnership, and provided that its conduct didnot constitute negligence, intentional misconduct, or a breach of its fiduciary obligations to thePartnership as a commodity trading advisor, unless and only to the extent that the court oradministrative forum in which such action or suit was brought shall determine upon applicationthat, despite the adjudication of liability but in view of all circumstances of the case, theAdvisor is fairly and reasonably entitled to indemnity for such expenses which such court oradministrative forum shall deem proper; and further provided that no indemnification shall beavailable from the Partnership if such indemnification is prohibited by Section 16 of the LimitedPartnership Agreement. The termination of any action, suit or proceeding by judgment, order orsettlement shall not, of itself, create a presumption that the Advisor did not act in good faithand in a manner reasonably believed to be in or not opposed to the best interests of thePartnership.     (ii) To the extent that the Advisor has been successful on the merits or otherwise in defenseof any action, suit or proceeding referred to in subsection (i) above, or in defense of any claim,issue or matter therein, CMF shall indemnify the Advisor against the expenses (including, withoutlimitation, attorneys’ and accountants’ fees) actually and reasonably incurred by it in connectiontherewith.     (iii) Any indemnification under subsection (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 insubsection (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.
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     (v) As used in this Section 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 Partnership andtheir 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 theprior written consent of the Advisor, a written opinion of an arbitrator pursuant to Section 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 Section 6 is made aparty to an action, suit or proceeding alleging both matters for which indemnification can be madehereunder and matters for which indemnification may not be made hereunder, such person shall beindemnified only for that portion of the loss, liability, damage, cost or expense incurred in suchaction, suit or proceeding which relates to the matters for which indemnification can be made.     (d) None of the indemnifications contained in this Section 6 shall be applicable with respectto default judgments, confessions of judgment or settlements entered into by the party claimingindemnification without the prior written consent, which shall not be unreasonably withheld, of theparty obligated to indemnify such party.     (e) The provisions of this Section 6 shall survive the termination of this Agreement.     7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.     (a) The Advisor represents and warrants that:     (i) The Disclosure Document is in compliance with the Commodity Exchange Act and the rulesand regulations promulgated thereunder; and all information with respect to the Advisor and itsprincipals and the trading performance of any of them that has been provided to CMF, including,without limitation, the description of the Program, is complete and accurate in all materialrespects and such information does not contain any untrue statement of a material
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fact or omit to state a material fact which is necessary to make the statements therein notmisleading.     (ii) 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.     (iii) The Advisor is a corporation duly organized, validly existing and in good standingunder the laws of France and has full corporate power and authority to enter into this Agreementand to provide the services required of it hereunder.     (iv) 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.     (v) 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.     (vi) At any time during the term of this Agreement that an offering memorandum or aprospectus relating to the Partnership units is required to be delivered in connection with theoffer and sale thereof, the Advisor agrees upon the request of CMF to provide the Partnership withsuch information as shall be necessary so that, as to the Advisor and its principals, such offeringmemorandum or prospectus is accurate.     (b) CMF represents and warrants for itself and the Partnership that:     (i) CMF is a limited liability company duly organized, validly existing and in good standingunder the laws of the State of Delaware and has full limited liability company power and authorityto perform its obligations under this Agreement.     (ii) CMF and the Partnership have the capacity and authority to enter into this Agreement onbehalf of the Partnership.     (iii) 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.     (iv) CMF will not by acting as General Partner to the Partnership and the Partnership willnot, breach or cause to be breached any undertaking, agreement, contract, statute, rule orregulation to which it is a party or by which it is bound which would materially limit or affectthe performance of its duties under this Agreement.     (v) CMF and the Partnership will comply with all laws, rules, regulations and ordersapplicable to the offer and sale of units in all jurisdictions in which units are offered or sold.
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     (vi) CMF is registered as a commodity pool operator and is a member of the NFA, and it willmaintain and renew such registration and membership during the term of this Agreement.     (vii) The Partnership is a limited partnership duly organized and validly existing under thelaws of the State of New York and has full limited partnership power and authority to enter intothis Agreement and to perform its obligations under this Agreement.     (viii) The Partnership is a qualified eligible person as defined in CFTC Rule 4.7.     (ix) CMF on the behalf of the Partnership has received a copy of Part II of the Advisor’sForm ADV at least 48 hours prior to the execution of this Agreement and confirms having read andunderstood the disclosures contained therein.     (x) The Partnership accepts to be classified as a Professional Client within the meaning ofthe General Regulations of the Authorité des Marchés Financiers (“AMF”).     (xi) CMF on the behalf of the Partnership has sufficient knowledge, market sophistication,professional advice and experience to make its own evaluation of the merits and risks of theinvestments carried out by the Advisor on its behalf under this Agreement, and accordingly theAdvisor will not be assessing the suitability of any such investments for the Partnership, unlessotherwise agreed in writing.     (xii) The Partnership is aware and consents to the Advisor effecting transactions on itsbehalf outside a regulated market or a multilateral trading facility.     (xiii) The Partnership is aware and consents to the Advisor sending the AMF transactionreports regarding certain trades in securities or derivatives where the Advisor is trading on itsbehalf as a member of an exchange in a European member state. CMF on the behalf of the Partnershipagrees and acknowledges that any and all proprietary right in such transaction information areowned by the Advisor and it waives any duty of confidentiality attaching to the information whichthe Advisor is required to disclose.     (xiv) The Partnership has received a summary of the Investment Advisor’s Execution Policy andSoft Commission Policy included in the Advisor’s MiFID Schedule and enclosed as Appendix A to thisAgreement.     (xv) The representations and warranties above shall be continuing during the term of thisAgreement and, if, at any time, any event has occurred which would make or tend to make any of theforegoing not true, the CMF will promptly notify the Advisor.     8. COVENANTS OF THE ADVISOR, CMF AND THE PARTNERSHIP.     (a) The Advisor agrees as follows:     (i) In connection with its activities on behalf of the Partnership, the Advisor will complywith all applicable laws, including rules and regulations of the CFTC, NFA and/or the commodityexchange on which any particular transaction is executed.
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     (ii) The Advisor will promptly notify CMF of the commencement of any material suit, action orproceeding involving it, whether or not any such suit, action or proceeding also involves CMF.     (iii) In the placement of orders for the Partnership’s account and for the accounts of anyother client, the Advisor will utilize a pre-determined, systematic, fair and reasonable orderentry system, which shall, on an overall basis, be no less favorable to the Partnership than to anyother account managed by the Advisor. The Advisor acknowledges its obligation to review thePartnership’s positions, prices and equity in the account managed by the Advisor daily and withintwo business days 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 $1,000,000 during the term ofthis Agreement.     (b) CMF agrees for itself and the Partnership that:     (i) CMF and the Partnership will comply with all applicable rules and regulations of the CFTCand/or the commodity exchange on which any particular transaction is executed.     (ii) CMF will promptly notify the Advisor of the commencement of any material suit, action orproceeding involving it or the Partnership, whether or not such suit, action or proceeding alsoinvolves the Advisor.     (iii) CMF will be in compliance with the USA PATRIOT Act and applicable anti-money launderingregulations with respect to the Partnership and its limited partners.     9. COMPLETE AGREEMENT. This Agreement constitutes the entire agreement between theparties pertaining to the subject matter hereof.     10. ASSIGNMENT. This Agreement may not be assigned by any party without the expresswritten consent of the other parties.     11. AMENDMENT. This Agreement may not be amended except by the written consent ofthe parties.     12. NOTICES. All notices, demands or requests required to be made or delivered underthis Agreement shall be in writing and delivered personally or by registered or certified mail orexpedited courier, return receipt requested, postage prepaid, to the addresses below or to suchother addresses as may be designated by the party entitled to receive the same by notice similarlygiven:
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     If to CMF or the Partnership:Ceres Managed Futures LLC