Common use of Advisor's Representations and Covenants Clause in Contracts

Advisor's Representations and Covenants. The Advisor represents that: (a) This Agreement has been duly and validly authorized, executed and delivered on behalf of the Advisor, and when duly executed and delivered by the Partnership and the General Partner, shall be a valid and binding contract of the Advisor enforceable in accordance with its terms. (b) The Disclosure Document is, in all material respects, accurate and complete as of the date of the Disclosure Document and as of the date of this Agreement. The Advisor agrees to promptly provide to the General Partner any updated or revised new versions (including supplements) of the Disclosure Document. (c) The Advisor (i) agrees to act as a commodity trading advisor to the Partnership, and specifically, to exercise discretion with respect to the assets of the Partnership allocated to it upon the terms and conditions set forth in this Agreement and in the Partnership’s Prospectus, as hereafter amended with the Advisor’s prior written consent, and (ii) shall have sole authority and responsibility for directing the investment and reinvestment of the assets directly allocated to it in commodities for the term of this Agreement. The General Partner and the Partnership may retain one or more additional commodity trading advisors upon consulting with the Advisor at least 90 days prior to taking such action. (d) Subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner, within 30 calendar days of a request by the General Partner, with information comparing the performance of the Partnership’s account and the performance of the Aspect Diversified Fund over a specified period of time. In providing such information, the Advisor may take such steps as are necessary to assure the confidentiality of the Advisor’s clients’ identities. The Advisor shall, upon the General Partner’s request, consult with the General Partner concerning any discrepancies between the performance of such other accounts and the Partnership’s Account. The General Partner acknowledges that different trading programs, strategies or implementation methods may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, accounts that commence trading at different times, accounts which have different portfolios or different fiscal years and that such differences may cause divergent trading results.