Units;
WHEREAS, the Trading Advisor is engaged in the business of, among other things,
making trading decisions on behalf of investors in the purchase and sale of
certain commodity interests; and
WHEREAS, the Company desires the Trading Advisor, upon the terms and conditions
set forth herein, to act as a trading advisor for the Company and to make
commodity interests investment decisions for the Company with respect to the
Company's assets from time to time, and the Trading Advisor desires to so act;
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1.
UNDERTAKINGS IN CONNECTION WITH OFFERING OF UNITS.
(A)
UNDERTAKINGS BY THE TRADING ADVISOR.
THE TRADING ADVISOR AGREES
TO USE ITS BEST EFFORTS TO COOPERATE WITH THE FUND AND THE MANAGER IN AMENDING
THE MEMORANDUM OR ANY OTHER WRITTEN MATERIALS, INCLUDING WITHOUT LIMITATION BY
PROVIDING, AS PROMPTLY AS MAY BE REASONABLY PRACTICABLE, ALL INFORMATION (IF
ANY) REGARDING THE TRADING ADVISOR AND ITS PRINCIPALS
1
WHICH THE MANAGER REASONABLY BELIEVES TO BE NECESSARY OR ADVISABLE TO INCLUDE IN
THE MEMORANDUM, AS THE SAME MAY BE AMENDED FROM TIME TO TIME; PROVIDED, THAT
NOTHING HEREIN SHALL REQUIRE THE TRADING ADVISOR TO DISCLOSE ANY PROPRIETARY OR
CONFIDENTIAL INFORMATION RELATED TO ITS TRADING PROGRAMS, SYSTEMS OR STRATEGIES
OR ANY INFORMATION RELATING TO ITS CLIENTS; PROVIDED FURTHER THAT THE MANAGER,
THE COMPANY AND THE FUND AGREE THAT THEY WILL NOT DISCLOSE IN WRITING OR REVISE
OR AMEND ANY WRITTEN DISCLOSURE RELATED TO (I) THE TRADING ADVISOR'S PRINCIPALS,
(II) THE TRADING ADVISOR'S TRACK RECORD OR (III) THE TRADING ADVISOR'S TRADING
PROGRAM WITHOUT THE PRIOR WRITTEN CONSENT (WHICH MAY BE BY ELECTRONIC MAIL) OF
THE TRADING ADVISOR.
NOTWITHSTANDING THE FOREGOING, (X) THE TRADING ADVISOR
AGREES THAT THE COMPANY, THE MANAGER AND THE FUND MAY DISCLOSE ANY OF THE
FOREGOING INFORMATION WITHOUT THE TRADING ADVISOR'S PRIOR WRITTEN CONSENT TO THE
EXTENT SUCH DISCLOSURE IS REQUIRED UNDER APPLICABLE LAW OR REGULATION
(INCLUDING, WITHOUT LIMITATION, IN THE FUND'S REGULATORY FILINGS) OR BY LEGAL OR
REGULATORY AUTHORITY AND (Y) THE COMPANY, THE MANAGER AND THE FUND MAY DISCLOSE
WITHOUT THE TRADING ADVISOR'S PRIOR WRITTEN CONSENT THE NAME OF THE TRADING
ADVISOR, PERFORMANCE AND PORTFOLIO STATISTICS OF THE TRADING ADVISOR'S TRADING
PROGRAM SO LONG AS SUCH PERFORMANCE AND PORTFOLIO STATISTICS ARE AGGREGATED WITH
OTHER PORTFOLIOS AND SUCH INFORMATION IS NOT UNIQUELY IDENTIFIABLE WITH THE
TRADING ADVISOR'S TRADING PROGRAM.
(B)
CERTAIN DEFINED TERMS.
AS USED IN THIS AGREEMENT, THE TERM
"PRINCIPAL" SHALL HAVE THE SAME MEANING GIVEN TO SUCH TERM IN SECTION 4.10(E) OF
THE COMMODITY REGULATIONS, AND THE TERM "AFFILIATE" SHALL MEAN AN INDIVIDUAL OR
ENTITY (INCLUDING A STOCKHOLDER, DIRECTOR, OFFICER, EMPLOYEE, AGENT, OR
PRINCIPAL) THAT DIRECTLY OR INDIRECTLY CONTROLS, IS CONTROLLED BY, OR IS UNDER
COMMON CONTROL WITH ANY OTHER INDIVIDUAL OR ENTITY.
OTHER TERMS USED BUT NOT
DEFINED HEREIN HAVE THE MEANINGS ASCRIBED TO THEM IN THE MEMORANDUM.
(C)
USE OF MEMORANDUM AND OTHER SOLICITATION MATERIAL.
NEITHER THE
TRADING ADVISOR, ITS PRINCIPALS NOR ANY OF ITS EMPLOYEES, AFFILIATES OR AGENTS,
THE EMPLOYEES, AFFILIATES OR AGENTS OF