SUCH MATERIAL TO THE PARTY SO
NAMED FOR APPROVAL A REASONABLE PERIOD OF TIME IN ADVANCE OF THE PROPOSED USE OF
SUCH MATERIAL.
22.
CONFIDENTIALITY.
(A)
AS USED HEREIN THE TERM "TRADE DATA" SHALL MEAN THE TRADING
ADVISOR'S STRATEGIES, TRADING SYSTEMS OR PROGRAMS, MATHEMATICAL MODELS,
SIMULATED RESULTS, SIMULATION SOFTWARE, PRICE OR RESEARCH DATABASES; TRADES,
POSITIONS, AND HIGH-FREQUENCY PERFORMANCE DATA OF THE ACCOUNT (DEFINED AS THAT
ANY TWO TIME POINTS USED FOR MEASURING RETURNS OR ESTIMATING RETURNS ARE LESS
THAN ONE MONTH APART); AND OTHER NON-PUBLIC INFORMATION IDENTIFIED IN WRITING AS
SUCH AND PROVIDED BY THE TRADING ADVISOR TO THE MANAGER AND/OR THE COMPANY.
(B)
EACH OF THE COMPANY AND THE MANAGER ACKNOWLEDGES THAT THE TRADE
DATA CONSTITUTE PROPRIETARY DATA BELONGING TO THE TRADING ADVISOR AND THAT IT
SHALL NOT DISCLOSE OR DISSEMINATE OR GRANT ACCESS TO ANY PORTION OF TRADE DATA
EXCEPT:
(I)
TO PRIVILEGED PERSONS AS NECESSARY TO MONITOR AND MAKE INVESTMENT
DECISIONS BASED ON THE TRADING ADVISOR'S TRADING ON BEHALF OF THE COMPANY AND
OTHERWISE TO EFFECT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND TO
ENFORCE EITHER OF THEIR RIGHTS AND FULFILL EITHER OF THEIR OBLIGATIONS UNDER
THIS AGREEMENT.
THE TERM "PRIVILEGED PERSONS" AS USED HEREIN SHALL ONLY INCLUDE
(1) EMPLOYEES OF THE MANAGER IN THE RELEVANT DEPARTMENTS WHO NEED TO KNOW SUCH
TRADE DATA SOLELY FOR THE PURPOSES OF SERVING THE COMPANY, AND (2) THE COMPANY'S
ATTORNEYS, ACCOUNTANTS, ADMINISTRATORS, AND PRIME BROKERS WHO PROVIDE SERVICES
TO THE COMPANY AND ARE BOUND BY A DUTY OF CONFIDENTIALITY TO THE COMPANY. TO
AVOID ANY DOUBT, PRIVILEGED PERSONS SHALL EXCLUDE ANY LIMITED PARTNERS (OR
BENEFICIAL OWNERS) OF THE FUND (OTHER THAN ANY LIMITED PARTNER (OR BENEFICIAL
OWNER) COVERED BY (1) OR (2) ABOVE) AND THEIR AGENTS OR CONSULTANTS, ANY
AFFILIATE OF THE MANAGER OR THE COMPANY (INCLUDING, WITHOUT LIMITATION, THEIR
RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES AND CONTROLLING
PERSONS), OR ANYONE IN OTHER DIVISIONS OR DEPARTMENTS OF THE MANAGER OR THE
BLACKROCK GROUP WHO DOES NOT NEED TO KNOW SUCH TRADE DATA FOR THE PURPOSES OF
SERVING THE COMPANY; AND
15
(II)
AS REQUIRED BY APPLICABLE LAWS, THE REQUEST OF ANY REGULATORY
BODY OR VALID LEGAL PROCESS (PROVIDED, HOWEVER, THAT, OTHER THAN IN CONNECTION
WITH A ROUTINE AUDIT OR EXAMINATION OF THE COMPANY OR THE MANAGER, THE COMPANY
AND THE MANAGER WILL GIVE THE TRADING ADVISOR WRITTEN NOTICE OF THE TRADE DATA
TO BE DISCLOSED TO THE EXTENT THAT SUCH NOTICE IS PERMISSIBLE UNDER THE
CIRCUMSTANCES AND WILL ALLOW THE TRADING ADVISOR TO SEEK TO OBTAIN CONFIDENTIAL
TREATMENT OF SUCH INFORMATION BY THE PERSONS TO WHOM IT IS DISCLOSED).
(C)
FOR AVOIDANCE OF DOUBT, THE MANAGER SHALL NOT USE THE TRADE DATA
(I) TO TRADE FOR ITS OWN ACCOUNT OR (II) TO ATTEMPT TO RECREATE OR REVERSE
ENGINEER ANY OF THE TRADING ADVISOR'S INVESTMENT STRATEGIES, MODELS OR PROCESSES
OR (III) TO CAUSE ANYONE TO DO (I) OR (II).
(D)
EACH OF THE COMPANY AND THE MANAGER ACKNOWLEDGES THAT THE TRADING
ADVISOR AND ITS AFFILIATES WOULD BE IRREPARABLY HARMED IF EITHER