THE IDENTITY OF THE TRADING ADVISOR'S CLIENTS).
AT THE REQUEST OF THE COMPANY,
THE TRADING ADVISOR OR ITS AFFILIATES SHALL PROMPTLY DELIVER TO THE COMPANY A
SATISFACTORY WRITTEN EXPLANATION, IN THE JUDGMENT OF THE COMPANY, OF THE
DIFFERENCES, IF ANY, IN THE PERFORMANCE BETWEEN THE COMPANY'S ACCOUNT AND SUCH
OTHER COMMODITY INTEREST ACCOUNTS TRADED UTILIZING THE SAME PROGRAM OR PORTFOLIO
(SUBJECT TO THE NEED TO PRESERVE THE CONFIDENTIALITY OF PROPRIETARY INFORMATION
CONCERNING THE TRADING ADVISOR'S TRADING SYSTEMS, METHODS, MODELS, STRATEGIES
AND FORMULAS AND THE IDENTITY OF THE TRADING ADVISOR'S CLIENTS).
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) KNOWINGLY AND 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:
8
(I)
THE TRADING ADVISOR IS AN ENTITY
DULY ORGANIZED AND VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS ORGANIZATION AND IN GOOD STANDING IN EACH OTHER JURISDICTION
IN WHICH THE NATURE OR CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION AND
THE FAILURE TO BE DULY QUALIFIED WOULD MATERIALLY AFFECT THE TRADING ADVISOR'S
ABILITY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THE TRADING ADVISOR HAS
FULL CORPORATE, PARTNERSHIP OR LIMITED LIABILITY COMPANY (AS THE CASE MAY BE)
POWER AND AUTHORITY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
(II)
THIS AGREEMENT HAS BEEN DULY AND
VALIDLY AUTHORIZED, EXECUTED AND DELIVERED ON BEHALF OF THE TRADING ADVISOR AND
CONSTITUTES A VALID, BINDING AND ENFORCEABLE AGREEMENT OF THE TRADING ADVISOR IN
ACCORDANCE WITH ITS TERMS.
(III)
THE TRADING ADVISOR HAS ALL
GOVERNMENTAL, REGULATORY AND COMMODITY EXCHANGE LICENSES AND APPROVALS AND HAS
EFFECTED ALL FILINGS AND REGISTRATIONS WITH GOVERNMENTAL AND REGULATORY AGENCIES
REQUIRED TO CONDUCT ITS BUSINESS AND TO ACT AS DESCRIBED HEREIN OR REQUIRED TO
PERFORM ITS OBLIGATIONS HEREUNDER (INCLUDING, WITHOUT LIMITATION, REGISTRATION
OF THE TRADING ADVISOR AS A COMMODITY TRADING