Attn:
Michael Pungello
Facsimile:
609-282-2664
with a further copy to:
BlackRock Alternative Advisors
601 Union Street, 56th Floor
Seattle, Washington
98101
Attn:
Marie Bender
Facsimile:
206-613-6708
if to the Trading Advisor:
NuWave Investment Management LLC
1099 Mount Kemble Avenue
Morristown, New Jersey 07960
Attn: Troy Buckner
Facsimile: (973) 888-6810
with a copy to: Craig Weynand (same address)
18.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
19.
CONSENT TO JURISDICTION.
THE PARTIES HERETO
AGREE THAT ANY ACTION OR PROCEEDING ARISING DIRECTLY, INDIRECTLY OR OTHERWISE IN
CONNECTION WITH, OUT OF, RELATED TO OR FROM THIS AGREEMENT, ANY BREACH HEREOF OR
ANY TRANSACTION COVERED HEREBY, SHALL BE RESOLVED, WHETHER BY ARBITRATION OR
OTHERWISE, WITHIN THE COUNTY OF NEW YORK, CITY OF NEW YORK, AND STATE OF NEW
YORK.
ACCORDINGLY, THE PARTIES CONSENT AND SUBMIT TO THE JURISDICTION OF THE
FEDERAL AND STATE COURTS AND ANY APPLICABLE ARBITRAL BODY LOCATED WITHIN THE
COUNTY OF NEW YORK, CITY OF NEW YORK, AND STATE OF NEW YORK.
THE PARTIES
FURTHER AGREE THAT ANY SUCH ACTION OR PROCEEDING
14
BROUGHT BY ANY PARTY TO ENFORCE ANY RIGHT, ASSERT ANY CLAIM, OR OBTAIN ANY
RELIEF WHATSOEVER IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT BY SUCH
PARTY EXCLUSIVELY IN FEDERAL OR STATE COURTS, OR IF APPROPRIATE BEFORE ANY
APPLICABLE ARBITRAL BODY, LOCATED WITHIN THE COUNTY OF NEW YORK, CITY OF NEW
YORK, AND STATE OF NEW YORK.
20.
REMEDIES.
IN ANY ACTION OR PROCEEDING
ARISING OUT OF ANY OF THE PROVISIONS OF THIS AGREEMENT, THE TRADING ADVISOR, THE
MANAGER AND THE COMPANY AGREE THAT THEY SHALL NOT SEEK ANY PREJUDGMENT EQUITABLE
OR ANCILLARY RELIEF.
SUCH PARTIES ALSO AGREE THAT THEIR SOLE REMEDY IN ANY SUCH
ACTION OR PROCEEDING SHALL BE TO SEEK ACTUAL MONETARY DAMAGES FOR ANY BREACH OF
THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE COMPANY AGREES THAT THE TRADING
ADVISOR AND THE MANAGER MAY SEEK DECLARATORY JUDGMENT WITH RESPECT TO THE
INDEMNIFICATION PROVISIONS OF THIS AGREEMENT.
21.
PROMOTIONAL MATERIAL.
NONE OF THE PARTIES
HERETO WILL MAKE REFERENCE TO ANY OTHER SUCH PARTY IN OFFICIALLY FILED OR
PUBLICLY OR PRIVATELY DISTRIBUTED MATERIAL WITHOUT FIRST SUBMITTING SUCH
MATERIAL TO THE PARTY SO NAMED FOR APPROVAL A REASONABLE PERIOD OF TIME IN
ADVANCE OF THE PROPOSED USE OF SUCH MATERIAL.
22.
CONFIDENTIALITY.
THE COMPANY AND THE
MANAGER ACKNOWLEDGE THAT THE TRADING ADVISOR'S STRATEGIES AND TRADES CONSTITUTE
PROPRIETARY DATA BELONGING TO THE TRADING ADVISOR AND AGREE THAT THEY WILL NOT
DISSEMINATE ANY CONFIDENTIAL INFORMATION REGARDING ANY OF THE FOREGOING, EXCEPT
AS REQUIRED BY LAW, AND ANY SUCH INFORMATION AS MAY BE ACQUIRED BY THE MANAGER
OR THE COMPANY IS TO BE USED SOLELY TO MONITOR THE TRADING ADVISOR'S PERFORMANCE
ON BEHALF OF THE COMPANY.
23.
SURVIVAL.
THE PROVISIONS OF THIS AGREEMENT
SHALL SURVIVE THE TERMINATION HEREOF WITH RESPECT TO ANY MATTER ARISING WHILE
THIS AGREEMENT SHALL BE IN EFFECT.
24.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN COUNTERPARTS,