SYSTEMS, METHODS, MODELS,
STRATEGIES AND FORMULAS AND THE IDENTITY OF THE TRADING ADVISOR'S CLIENTS).
(D)
THE COMPANY AND THE MANAGER ACKNOWLEDGE THAT DIFFERENT ACCOUNTS,
EVEN THOUGH TRADED ACCORDING TO THE SAME INVESTMENT PROGRAM, CAN HAVE VARYING
INVESTMENT RESULTS. THE REASONS FOR THIS INCLUDE NUMEROUS MATERIAL DIFFERENCES
AMONG ACCOUNTS, BUT NOT LIMITED TO: (A) THE PERIODS DURING WHICH ACCOUNTS ARE
ACTIVE; (B) THE INVESTMENT PROGRAM USED (ALTHOUGH ALL ACCOUNTS MAY BE TRADED IN
ACCORDANCE WITH THE SAME APPROACH, SUCH APPROACH MAY BE MODIFIED PERIODICALLY AS
A RESULT OF ONGOING RESEARCH AND DEVELOPMENT BY THE TRADING ADVISOR);
(C) LEVERAGE EMPLOYED; (D) THE SIZE OF THE ACCOUNT, WHICH CAN INFLUENCE THE SIZE
OF POSITIONS TAKEN AND RESTRICT THE ACCOUNT FROM PARTICIPATING IN ALL MARKETS
AVAILABLE TO AN INVESTMENT PROGRAM; (E) THE AMOUNT OF INTEREST INCOME EARNED BY
AN ACCOUNT, WHICH WILL DEPEND ON THE RATES PAID BY A BROKER ON EQUITY DEPOSITS
AND/OR ON THE PORTION OF AN ACCOUNT INVESTED IN INTEREST-BEARING OBLIGATIONS
SUCH AS U.S. TREASURY BILLS; (F) THE AMOUNT OF MANAGEMENT FEES AND PERFORMANCE
FEES AND THE BROKERAGE COMMISSIONS PAID; (G) THE TIMING OF ORDERS TO OPEN OR
CLOSE POSITIONS; (H) THE MARKET CONDITIONS, WHICH IN PART DETERMINE THE QUALITY
OF TRADE EXECUTIONS; (I) TRADING INSTRUCTIONS/RESTRICTIONS OF THE CLIENT;
(J) PROCEDURES GOVERNING THE TIMING FOR THE COMMENCEMENT OF TRADING AND THE
METHOD OF MOVING TOWARD FULL PORTFOLIO COMMITMENT FOR NEW ACCOUNTS;
(K) VARIATION IN FILL PRICES; AND (L) THE TIMING OF ADDITIONS AND WITHDRAWALS.
THE COMPANY AND THE MANAGER ACKNOWLEDGE THAT THE AGGREGATION OF TRANSACTIONS MAY
ON OCCASIONS OPERATE TO THE COMPANY'S DISADVANTAGE.
8
9.
SPECULATIVE POSITION LIMITS.
IF THE TRADING ADVISOR (EITHER
ALONE OR AGGREGATED WITH THE POSITIONS OF ANY OTHER PERSON IF SUCH AGGREGATION
SHALL BE REQUIRED BY THE CEA, THE CFTC OR ANY OTHER REGULATORY AUTHORITY HAVING
JURISDICTION) SHALL EXCEED OR BE ABOUT TO EXCEED APPLICABLE LIMITS IN ANY
COMMODITY INTEREST TRADED FOR THE COMPANY, THE TRADING ADVISOR SHALL IMMEDIATELY
TAKE SUCH ACTION AS THE TRADING ADVISOR MAY DEEM FAIR AND EQUITABLE TO COMPLY
WITH THE LIMITS, AND SHALL IMMEDIATELY DELIVER TO THE COMPANY A WRITTEN
EXPLANATION OF THE ACTION TAKEN TO COMPLY WITH SUCH LIMITS.
IF SUCH LIMITS ARE
EXCEEDED BY THE COMPANY, THE MANAGER MAY REQUIRE THE TRADING ADVISOR TO
LIQUIDATE POSITIONS AS REQUIRED.
10.
ADDITIONAL UNDERTAKINGS BY THE TRADING ADVISOR.
NEITHER THE
TRADING ADVISOR NOR ITS EMPLOYEES, AFFILIATES OR AGENTS, THE STOCKHOLDERS,
DIRECTORS, OFFICERS, EMPLOYEES, PRINCIPALS, AFFILIATES OR AGENTS OF SUCH
AFFILIATES, OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS SHALL:
(A) USE OR
DISTRIBUTE FOR ANY PURPOSE WHATSOEVER ANY LIST CONTAINING THE NAMES AND/OR
RESIDENTIAL ADDRESSES OF AND/OR OTHER INFORMATION ABOUT THE LIMITED PARTNERS OF
THE FUND; NOR (B) DIRECTLY SOLICIT ANY LIMITED PARTNER OF THE FUND FOR ANY
BUSINESS PURPOSE WHATSOEVER (UNLESS SUCH LIMITED PARTNER IS ALREADY A CLIENT OF
THE TRADING ADVISOR).
11.
REPRESENTATIONS AND WARRANTIES.
(A)
THE TRADING ADVISOR HEREBY REPRESENTS AND WARRANTS TO THE OTHER
PARTIES AS FOLLOWS:
(I)
THE TRADING ADVISOR IS AN ENTITY DULY ORGANIZED AND VALIDLY
EXISTING AND