being offered are the same class of equity securities as the
outstanding 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,
1
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 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.
WHILE UNITS CONTINUE TO BE
OFFERED AND SOLD, THE TRADING ADVISOR, AT ITS OWN EXPENSE, SHALL PROMPTLY
PROVIDE THE FUND AND THE MANAGER WITH COMPLETE AND ACCURATE PERFORMANCE
INFORMATION ON A MONTHLY BASIS REFLECTING THE ACTUAL PERFORMANCE OF THE ACCOUNTS
DIRECTED BY THE TRADING ADVISOR UP TO THE LATEST PRACTICABLE DATE 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, IN SUCH FORM AS TO ALLOW THE FUND AND THE
MANAGER TO COMPLY WITH APPLICABLE COMMODITY REGULATIONS AND NFA RULES.
(E)