EARNED BY THE COMPANY.
(VII)
TERMINATION OF THIS AGREEMENT SHALL BE TREATED AS AN INCENTIVE
FEE CALCULATION DATE.
7.
TERM AND TERMINATION.
(A)
TERM AND RENEWAL.
THIS AGREEMENT SHALL CONTINUE IN EFFECT UNTIL
DECEMBER 31, 2010.
THEREAFTER, THIS AGREEMENT SHALL BE AUTOMATICALLY RENEWED
FOR SUCCESSIVE ONE-YEAR PERIODS, ON THE SAME TERMS, UNLESS TERMINATED BY EITHER
THE TRADING ADVISOR OR THE COMPANY UPON 90 DAYS' NOTICE TO THE OTHER PARTY.
(B)
TERMINATION.
NOTWITHSTANDING SECTION 7(A) HEREOF, THIS AGREEMENT
SHALL TERMINATE:
(I)
IMMEDIATELY IF THE COMPANY SHALL TERMINATE AND BE DISSOLVED IN
ACCORDANCE WITH THE LIMITED LIABILITY COMPANY AGREEMENT OR OTHERWISE;
(II)
AT THE DISCRETION OF THE MANAGER AS OF THE END OF ANY MONTH;
(III)
AT THE DISCRETION OF THE TRADING ADVISOR, AS OF THE FOLLOWING
MONTH-END, SHOULD ANY OF THE FOLLOWING OCCUR:
(1) THE ASSETS MANAGED BY THE
TRADING ADVISOR DECREASE TO LESS THAN $20,000,000 AT THE CLOSE OF BUSINESS ON
ANY DAY; OR (2) THE TRADING ADVISOR HAS DETERMINED TO CEASE MANAGING ANY
CUSTOMER ACCOUNTS PURSUANT TO THE PROGRAM;
(IV)
ON FIVE DAYS' WRITTEN NOTICE TO THE MANAGER IF THE TRADING
ADVISOR REASONABLY BELIEVES IN GOOD FAITH THAT (X) THE COMPANY OR THE MANAGER
HAS DISCLOSED TRADE DATA OTHER THAN IN ACCORDANCE WITH THE TERMS OF SECTION 22
HEREOF AND (Y) SUCH DISCLOSURE WOULD MATERIALLY HARM ITS BUSINESS; OR
(V)
AT THE DISCRETION OF THE TRADING ADVISOR AS OF THE END OF ANY
MONTH UPON 30 DAYS' PRIOR WRITTEN NOTICE TO THE MANAGER.
8.
RIGHT TO ADVISE OTHERS; UNIFORMITY OF ACTS AND PRACTICES.
(A)
DURING THE TERM OF THIS AGREEMENT, THE TRADING ADVISOR AND ITS
AFFILIATES SHALL BE FREE TO ADVISE OTHER INVESTORS AS TO THE PURCHASE AND SALE
OF COMMODITY INTERESTS, TO MANAGE AND TRADE OTHER INVESTORS' COMMODITY INTERESTS
ACCOUNTS AND TO TRADE FOR AND ON BEHALF OF
7
THEIR OWN PROPRIETARY COMMODITY INTERESTS ACCOUNTS.
HOWEVER, UNDER NO
CIRCUMSTANCES SHALL THE TRADING ADVISOR OR ANY OF ITS AFFILIATES FAVOR ANY
COMMODITY INTERESTS ACCOUNT DIRECTED BY ANY OF THEM (REGARDLESS OF THE DATE ON
WHICH THEY BEGAN OR SHALL BEGIN TO DIRECT SUCH ACCOUNT) OVER THE COMPANY'S
ACCOUNT, GIVING DUE CONSIDERATION TO THE TRADING PROGRAM WHICH THE MANAGER HAS
REQUESTED THE TRADING ADVISOR TO TRADE ON BEHALF OF THE COMPANY.
FOR PURPOSES
OF THIS AGREEMENT, THE TRADING ADVISOR AND ITS AFFILIATES SHALL NOT BE DEEMED TO
BE FAVORING ANOTHER COMMODITY INTERESTS ACCOUNT OVER THE COMPANY'S ACCOUNT IF
THE TRADING ADVISOR OR ITS AFFILIATES, IN ACCORDANCE WITH SPECIFIC INSTRUCTIONS
OF THE OWNER OF SUCH ACCOUNT, TRADE SUCH ACCOUNT AT A DEGREE OF LEVERAGE OR IN
ACCORDANCE WITH TRADING POLICIES WHICH SHALL BE DIFFERENT FROM THAT WHICH SHALL
NORMALLY BE APPLIED TO SUBSTANTIALLY ALL OF THE TRADING ADVISOR'S OTHER ACCOUNTS
OR IF THE TRADING ADVISOR OR ITS AFFILIATES, IN ACCORDANCE WITH THE TRADING
ADVISOR'S MONEY MANAGEMENT PRINCIPLES, SHALL NOT TRADE CERTAIN COMMODITY
INTERESTS CONTRACTS FOR AN ACCOUNT BASED ON THE AMOUNT OF EQUITY IN SUCH
ACCOUNT.
(B)
THE TRADING ADVISOR UNDERSTANDS AND AGREES THAT IT AND ITS
AFFILIATES SHALL HAVE