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, INCLUDING WITHOUT LIMITATION BY
PROVIDING, AS PROMPTLY AS MAY BE REASONABLY PRACTICABLE, ALL INFORMATION (IF
ANY) REGARDING THE TRADING ADVISOR AND ITS PRINCIPALS WHICH THE MANAGER
1
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 TO ITS
CLIENTS.
(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 SUCH AFFILIATES, OR
THEIR RESPECTIVE SUCCESSORS OR ASSIGNS SHALL USE, PUBLISH, CIRCULATE OR
DISTRIBUTE THE MEMORANDUM (INCLUDING ANY AMENDMENT OR SUPPLEMENT THERETO) OR ANY
RELATED SOLICITATION MATERIAL NOR SHALL ANY OF THE FOREGOING ENGAGE IN ANY
MARKETING, SALES OR PROMOTIONAL ACTIVITIES IN CONNECTION WITH THE OFFERING OF
UNITS, EXCEPT AS MAY BE REQUESTED BY THE MANAGER AND AGREED TO BY THE TRADING
ADVISOR.
(D)
UPDATED PERFORMANCE INFORMATION.
AT ANY
TIME WHILE UNITS CONTINUE TO BE OFFERED AND SOLD, AT THE WRITTEN REQUEST OF THE
FUND OR THE MANAGER, THE TRADING ADVISOR, AT ITS OWN EXPENSE, SHALL PROMPTLY
PROVIDE THE FUND AND THE MANAGER WITH COMPLETE AND ACCURATE PERFORMANCE
INFORMATION (IN FORM AND SUBSTANCE CONSISTENT WITH SECTION 4.35 OF THE COMMODITY
REGULATIONS AND THE NFA RULES) REFLECTING THE ACTUAL PERFORMANCE OF THE ACCOUNTS
DIRECTED BY THE TRADING ADVISOR UP TO THE LATEST PRACTICABLE DATE (CONSISTENT
WITH SECTION 4.35 OF THE COMMODITY REGULATIONS) PRIOR TO THE DATE OF THE
MEMORANDUM AS AMENDED OR SUPPLEMENTED, TOGETHER WITH ANY REPORTS OR LETTERS
RELATING TO SUCH PERFORMANCE DATA RECEIVED FROM ACCOUNTANTS AND IN THE
POSSESSION OF THE TRADING ADVISOR.
(E)
ACCESS TO BOOKS AND