Common use of Covenants of the General Partner Clause in Contracts

Covenants of the General Partner. (a) The General Partner will notify the Additional Selling Agent promptly: (i) when any amendment to the Registration Statement shall have become effective or any supplement (not including any monthly report) to the Prospectus is filed; (ii) of the receipt of any further comments from the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body with respect to the Registration Statement; (iii) of any request by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body for any further amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating thereto; (iv) of any material criminal, civil or administrative proceedings against or involving the General Partner or the Fund; (v) of the issuance by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body, as applicable, of any order suspending the effectiveness of the Registration Statement under the 1933 Act, the registration or NFA membership of the General Partner as a "commodity pool operator," or the registration of the Units under the Blue Sky or securities laws of any state or other jurisdiction or any order or decree enjoining the offering or the use of the then current Prospectus or any Promotional Material or of the institution of any action or proceeding for any such purpose; or (vi) of any threatened action of the type referred to in clauses (iii) through (v) of which the General Partner has been notified. In the event any order of the type referred to in clause (v) is issued, the General Partner agrees to use best efforts to obtain a lifting or rescinding of such order at the earliest feasible date. (b) The General Partner will deliver to the Additional Selling Agent as many conformed copies of the Registration Statement as originally filed and of each amendment thereto, together with exhibits, as the Additional Selling Agent may reasonably request. (c) The General Partner will deliver to the Additional Selling Agent as promptly as practicable from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) and of the Promotional Material as the Additional Selling Agent may reasonably request for the purposes contemplated by the 1933 Act or the SEC Regulations. (d) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, the General Partner and the Fund will comply with all requirements imposed upon them by the 1933 Act, the SEC Regulations, the Commodity Act and the CFTC Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of the Units during such period in accordance with the provisions hereof and as set forth in the Prospectus. (e) If any event shall occur as a result of which it is necessary, in the reasonable opinion of the General Partner or any of the Selling Agents, to amend or supplement the Prospectus in order to make the Prospectus not materially misleading in the light of the circumstances existing at the time it is delivered to a subscriber, or to conform with applicable CFTC Regulations or SEC Regulations, the General Partner shall promptly prepare and file such amendment(s) of or supplement(s) to the Prospectus effecting the necessary changes, and furnish to the Additional Selling Agent, at the expense of the General Partner, a reasonable number of copies of such amendment(s) or supplement(s). Upon receipt by the Additional Selling Agent of notice of any such event or any notice pursuant to Section 5(a) above, the Additional Selling Agent shall, at the request of the General Partner, immediately discontinue the offering of Units until the filing of the applicable amendment or supplement or lifting or rescinding of the applicable order, as the case may be.

Covenants of the General Partner. (a) The General Partner will not file any amendment to the Registration Statement without giving the Selling Agent a reasonable period of time to review such amendment prior to filing or to which the Selling Agent reasonably objects, unless advised by counsel that doing so is required by law. The General Partner will notify the Additional Selling Agent promptly: (i) when any amendment to the Registration Statement shall have become effective or any supplement (not including any monthly report) to the Prospectus is filed; (ii) of the receipt of any further comments from the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body with respect to the Registration Statement; (iii) of any request by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body for any further amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating thereto; (iv) of any material criminal, civil or administrative proceedings against or involving the General Partner or the Fund; (v) of the issuance by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body, as applicable, of any order suspending the effectiveness of the Registration Statement under the 1933 Act, the registration or NFA membership of the General Partner as a "commodity pool operator," or the registration of the Units under the Blue Sky or securities laws of any state or other jurisdiction or any order or decree enjoining the offering or the use of the then current Prospectus or any Promotional Material or of the institution of any action or proceeding for any such purpose; or (vi) of any threatened action of the type referred to in clauses (iii) through (v) of which the General Partner has been notified. In the event any order of the type referred to in clause (v) is issued, the General Partner agrees to use best efforts to obtain a lifting or rescinding of such order at the earliest feasible date. (b) The General Partner will deliver to the Additional Selling Agent as many conformed copies of the Registration Statement as originally filed and of each amendment thereto, together with exhibits, as the Additional Selling Agent may reasonably request. (c) The General Partner will deliver to the Additional Selling Agent Agent, as promptly as practicable from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) and of the Promotional Material as the Additional Selling Agent may reasonably request for the purposes contemplated by the 1933 Act or the SEC Regulations. (d) The General Partner will deliver to the Selling Agent: (i) copies of all "Blue Sky" and other state securities law clearances obtained by the Fund; and (ii) copies of all monthly and annual reports, and of any other communications, sent to the Limited Partners. (e) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, the General Partner and the Fund will comply with all requirements imposed upon them by the 1933 Act, the SEC Regulations, the Commodity Act and the CFTC Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of the Units during such period in accordance with the provisions hereof and as set forth in the Prospectus. (ef) If any event shall occur as a result of which it is necessary, in the reasonable opinion of the General Partner or any of the Selling Agents, to amend or supplement the Prospectus in order to make the Prospectus not materially misleading in the light of the circumstances existing at the time it is delivered to a subscriber, or to conform with applicable CFTC Regulations or SEC Regulations, the General Partner shall promptly prepare and file such amendment(s) of or supplement(s) to the Prospectus effecting the necessary changes, and furnish to the Additional Selling Agent, at the expense of the General Partner, a reasonable number of copies of such amendment(s) or supplement(s). Upon receipt by the Additional Selling Agent of notice of any such event or any notice pursuant to Section 5(a) above, the Additional Selling Agent shall, at the request of the General Partner, immediately discontinue the offering of Units until the filing of the applicable amendment or supplement or lifting or rescinding of the applicable order, as the case may be. No such amendment or supplement shall be filed or used without the approval of the Selling Agent, which shall not be unreasonably withheld, delayed or conditioned.

Covenants of the General Partner. (a) The General Partner will notify the Additional Selling Agent promptly: Agent, the Broker and the Trading Advisor immediately and confirm such notification in writing (i) when any amendment to the Registration Statement shall have become effective or any supplement (not including any monthly report) to the Prospectus is filed; effective, (ii) of the receipt of any further comments from the SEC, CFTC, NFA CFTC or any other federal Federal or state regulatory or self-regulatory body with respect to the Registration Statement; , (iii) of any request by the SEC, CFTC, NFA CFTC or any other federal Federal or state regulatory or self-regulatory body for any further amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating thereto; thereto and (iv) of any material criminal, civil or administrative proceedings against or involving the General Partner or the Fund; (v) of the issuance by the SEC, CFTC, NFA CFTC or any other federal Federal or state regulatory or self-regulatory body, as applicable, body of any order suspending the effectiveness of the Registration Statement under the 1933 Act, the CFTC registration or NFA membership of the General Partner as a "commodity pool operator," , or the registration of the Units under the Blue Sky or securities laws of any state or other jurisdiction or any order or decree enjoining the offering or the use of the then current Prospectus or any Promotional Material or of the institution institution, or notice of the intended institution, of any action or proceeding for any such that purpose; or (vi) of any threatened action of the type referred to in clauses (iii) through (v) of which the General Partner has been notified. In the event any order of the type referred to in clause (v) is issued, the General Partner agrees to use best efforts to obtain a lifting or rescinding of such order at the earliest feasible date. (b) The General Partner will deliver to the Additional Selling Agent, as soon as available, a conformed copy of each amendment to the Registration Statement as originally filed including the Exhibits thereto, and will also deliver to the Selling Agent as many such additional number of conformed copies of the Registration Statement as originally filed and of each amendment thereto, together with exhibits, thereto (including Exhibits) as the Additional Selling Agent may shall reasonably requestrequire. (c) The General Partner will deliver to the Additional Selling Agent as promptly as practicable from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) and of the Promotional Material as the Selling Agent, Wholesalers, Additional Selling Agent Agents and Correspondents may reasonably request for the purposes contemplated by the 1933 Act or the SEC Regulations. (d) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, the General Partner and the Fund will use best efforts to comply with all requirements imposed upon them by the 1933 Act, the SEC Regulations, the Commodity Act and the CFTC RegulationsCommodity Act, each as now and hereafter amended, and by the SEC Regulations and rules and regulations of the CFTC, as from time to time in force, so far as necessary to permit the continuance of sales of of, or dealings in, the Units during such period in accordance with the provisions hereof and as set forth in the Prospectus. (e) If any event relating to or affecting the General Partner or the Fund shall occur as a result of which it is necessary, in the reasonable opinion of the General Partner or any of the Selling AgentsAgent, to amend or supplement the Prospectus in order to make the Prospectus not materially misleading in the light of the circumstances existing at the time it is delivered to a subscriber, or to conform with applicable CFTC Regulations or SEC Regulations, the General Partner shall promptly and the Fund will forthwith prepare and file such amendment(s) of or supplement(s) to the Prospectus effecting the necessary changes, and furnish to the Additional Selling Agent, at the expense of the General Partner, a reasonable number of copies of such amendment(s) an amendment or supplement(s). Upon receipt by the Additional Selling Agent of notice of any such event amendments of, or any notice pursuant to Section 5(a) abovea supplement or supplements to, the Additional Selling Agent shallProspectus which will amend or supplement the Prospectus so that as amended or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the request time the Prospectus is delivered to a subscriber, not misleading. No such amendment or supplement shall be filed without the approval of the Selling Agent, the Broker and the Trading Advisor. (f) The General Partner will use best efforts to qualify the Units for offer and sale under applicable securities or "Blue Sky" laws and continue such qualification throughout the Offering Period, provided that in no event shall the General Partner or the Fund be obligated to (i) take any action which would subject it to service of process in suits other than those arising out of the offering or sale of the Units, or taxes, in any jurisdiction where either is not now so subject, (ii) change any material term in the Registration Statement or (iii) expend a sum of money considered unreasonable by the General Partner, immediately discontinue the offering of Units until the filing of the applicable amendment or supplement or lifting or rescinding of the applicable order, as the case may be.

Covenants of the General Partner. 5.1 Certain Covenants of the General Partner. The General Partner, on its own behalf and in its capacity as General Partner of the Fund, covenants and agrees: (a) The to furnish such information as may be required and otherwise to cooperate in qualifying the Units for offering and sale under the securities or blue sky laws of such states and foreign jurisdictions as the Marketing Agent may reasonably designate and to maintain such qualifications in effect so long as the Marketing Agent may request during the term of this Agreement; provided that the Fund shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Units); and to promptly advise the Marketing Agent of the receipt by the General Partner or the Fund of any notification with respect to the suspension of the qualification of the Units for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (b) to take all necessary action to register the Units under the 1933 Act in order to sell the initial Creation Baskets and take, from time to time, such steps, including payment of the related filing fees, as may be necessary to register additional Units under the 1933 Act to the end that all Units sold in additional Creation Baskets will notify be properly registered under the Additional Selling 1933 Act and to keep the Registration Statement effective and current during the term of this Agreement; (c) to make available to the Marketing Agent, as soon as practicable after the Registration Statement becomes effective, and thereafter from time to time, furnish to the Marketing Agent, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if any amendments or supplements have been made thereto after the effective date of the Registration Statement) as the Marketing Agent promptly: may request for the purposes contemplated by the 1933 Act; (id) to advise the Marketing Agent promptly and, if requested by the Marketing Agent, to confirm such advice in writing when the Registration Statement and any post-effective amendment thereto has become effective, and upon receipt of request from the Marketing Agent therefore, to file a post-effective amendment removing any reference to the Marketing Agent thereunder; (e) to prepare, at the expense of the Fund, such amendments or supplements to the Registration Statement shall have become effective or any supplement (not including any monthly report) to the Prospectus is filed; (ii) and to file such amendments or supplements with the Commission, when and as required, by the 1933 Act, the Exchange Act, and the rules and regulations of the receipt Commission thereunder, including if requested by the Marketing Agent; to advise the Marketing Agent promptly of any further comments from the SEC, CFTC, NFA proposal to amend or any other federal or state regulatory or self-regulatory body with respect to supplement the Registration StatementStatement or the Prospectus and to provide the Marketing Agent and the Marketing Agent’s counsel copies of any such documents for review and comment within a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which the Marketing Agent or its counsel shall reasonably object in writing; (iii) and to advise the Marketing Agent promptly, confirming such advice in writing, of any request by the SEC, CFTC, NFA Commission for amendments or any other federal or state regulatory or self-regulatory body for any further amendment supplements to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating with respect thereto; (iv) , or of any material criminalnotice of institution of proceedings for, civil or administrative proceedings against or involving the General Partner or the Fund; (v) entry of the issuance by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body, as applicable, of any a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such order as soon as possible; (f) to file promptly all reports and any information statement required to be filed by the Fund with the Commission in order to comply with the Exchange Act and the CEA subsequent to the date of the Prospectus and for so long as the term of this Agreement; and to provide the Marketing Agent and the Marketing Agent’s counsel with a copy of such reports and statements and other documents to be filed by the Fund pursuant to Section 13, 14 or 15(d) of the Exchange Act (excluding filings under Rule 12b-25) and under 17 C.F.R. §4.22 during such period for review and comment within a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which the Marketing Agent or its counsel shall reasonably object in writing; (g) if necessary or appropriate, to file a registration statement pursuant to Rule 462(b) under the 1933 Act, ; (h) to advise the registration or NFA membership Marketing Agent promptly of the General Partner as a "commodity pool operator," or the registration of the Units under the Blue Sky or securities laws happening of any state or other jurisdiction or any order or decree enjoining event during the offering or term of this Agreement which could require the use of the then current Prospectus or any Promotional Material or of the institution making of any action or proceeding for any such purpose; or (vi) of any threatened action of the type referred to change in clauses (iii) through (v) of which the General Partner has been notified. In the event any order of the type referred to in clause (v) is issued, the General Partner agrees to use best efforts to obtain a lifting or rescinding of such order at the earliest feasible date. (b) The General Partner will deliver to the Additional Selling Agent as many conformed copies of the Registration Statement as originally filed and of each amendment thereto, together with exhibits, as the Additional Selling Agent may reasonably request. (c) The General Partner will deliver to the Additional Selling Agent as promptly as practicable from time to time during the period when the Prospectus is required then being used so that such Prospectus would not include an untrue statement of material fact or omit to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) and of the Promotional Material as the Additional Selling Agent may reasonably request for the purposes contemplated by the 1933 Act or the SEC Regulations. (d) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, the General Partner and the Fund will comply with all requirements imposed upon them by the 1933 Act, the SEC Regulations, the Commodity Act and the CFTC Regulations, as from time to time in force, so far as state a material fact necessary to permit the continuance of sales of the Units during such period in accordance with the provisions hereof and as set forth in the Prospectus. (e) If any event shall occur as a result of which it is necessary, in the reasonable opinion of the General Partner or any of the Selling Agents, to amend or supplement the Prospectus in order to make the Prospectus not materially misleading statements therein, in the light of the circumstances existing at the time it is delivered under which they are made, not misleading, and, during such time, subject to a subscriberSection 4.1(d) hereof, or to conform with applicable CFTC Regulations or SEC Regulations, the General Partner shall promptly prepare and file such amendment(s) of or supplement(s) to the Prospectus effecting the necessary changes, and furnish to the Additional Selling Agentfurnish, at the expense of the General PartnerFund, to the Marketing Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change; (i) to furnish to the Fund’s Unitholders as soon as practicable after the end of each fiscal year an annual report (including a reasonable number balance sheet and statements of income and cash flow of the Fund for such fiscal year, accompanied by a copy of the certificate or report thereon of nationally recognized independent certified public accountants); (j) to furnish to the Marketing Agent a copy the Registration Statement, as initially filed with the Commission, and of all amendments thereto (including all exhibits thereto); (k) to (1) furnish to the Marketing Agent promptly during the term of this Agreement (i) copies of any reports, proxy statements, or other communications which are sent to the Fund’s Unitholders or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such amendment(s) or supplement(s). Upon receipt other similar forms as may be designated by the Additional Selling Commission, (iii) copies of documents or reports filed with AMEX, (iv) copies of documents or reports filed with the NFA and with the Commodity Futures Trading Commission, and (v) such other information as the Marketing Agent may reasonably request regarding the Fund; and (2) make available for inspection by the Marketing Agent, its attorneys, accountants and other advisors or agents, all financial and other records, pertinent corporate documents and properties, and cause the officers, directors and employees of notice of any such event or any notice pursuant the General Partner and independent accountants to Section 5(asupply all information reasonably requested by the Marketing Agent, its attorneys, accounts and other advisors and agents; (l) above, to use its best efforts to cause the Additional Selling Units to be listed on the AMEX; (m) to furnish to the Marketing Agent shall, (i) at the request time of the purchase of the initial Creation Basket by the Initial Authorized Purchaser and (ii) at such other times as the Marketing Agent reasonably requests, which may include when the Registration Statement or the Prospectus is amended or supplemented, and an opinion of Sxxxxxxxxx Xxxxxx & Bxxxxxx LLP, counsel for the General Partner, immediately discontinue addressed to the offering Marketing Agent and substantially in the form attached hereto as Exhibit B; (n) to cause Exxxxx, LLC to deliver to the Marketing Agent (i) at the time of Units until the effectiveness of the purchase of the Baskets by the Authorized Purchaser and (ii) at each time (A) the Registration Statement or the Prospectus is amended or supplemented by the filing of a post-effective amendment, (B) a new Registration Statement is filed to register additional Units in reliance on Rule 429, and there is financial information incorporated by reference into the applicable amendment Registration Statement or supplement or lifting or rescinding the Prospectus, letters dated such dates and addressed to the Marketing Agent, containing statements and information of the applicable ordertype ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (o) to deliver to the Marketing Agent (i) at the time of the effectiveness of the purchase of a Creation Basket by an Authorized Purchaser , (ii) at each time the Registration Statement or the Prospectus is amended or supplemented, (iii) at the time of the effectiveness of the purchase of a Basket by an Authorized Purchaser, (iv) at each time the Registration Statement or the Prospectus files any report, statement or other document pursuant to Section 13, 14 or 15(d) of the Exchange Act (excluding filings required by Rule 12b-25), and (iv) at such other times as the case Marketing Agent reasonably requests, an officer’s certificate in the form attached as Exhibit D hereto; (p) to furnish to the Marketing Agent (i) at the time of the effectiveness of the purchase of a Creation Basket by an Authorized Purchaser and (ii) at each time (A) the Registration Statement or the Prospectus is amended or supplemented, (iii) at each time the Fund files any report, statement or other document pursuant to Section 13, 14 or 15(d) of the Exchange Act (excluding filings required by Rule 12b-25), and (iv) at such other times as the Marketing Agent reasonably requests, such other documents and certificates as of such dates as the Marketing Agent may bereasonably request; and (q) to cause the Fund to file a post-effective amendment to the Registration Statement no less frequently than once per calendar quarter on or about the same time that the Fund files a quarterly or annual report pursuant to Section 13 or 15(d) of the Exchange Act (including the information contained in such report), until such time as the Fund’s reports filed pursuant to Section 13 or 15(d) of the Exchange Act are incorporated by reference in the Registration Statement.

Covenants of the General Partner. 5.1 Certain Covenants of the General Partner. The General Partner, on its own behalf and in its capacity as General Partner of the Fund, covenants and agrees: (a) The to furnish such information as may be required and otherwise to cooperate in qualifying the Units for offering and sale under the securities or blue sky laws of such states and foreign jurisdictions as the Marketing Agent may reasonably designate and to maintain such qualifications in effect so long as the Marketing Agent may request during the term of this Agreement; provided that the Fund shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Units); and to promptly advise the Marketing Agent of the receipt by the General Partner or the Fund of any notification with respect to the suspension of the qualification of the Units for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (b) to take all necessary action to register the Units under the 1933 Act in order to sell the initial Creation Baskets and take, from time to time, such steps, including payment of the related filing fees, as may be necessary to register additional Units under the 1933 Act to the end that all Units sold in additional Creation Baskets will notify be properly registered under the Additional Selling 1933 Act and to keep the Registration Statement effective and current during the term of this Agreement; (c) to make available to the Marketing Agent, as soon as practicable after the Registration Statement becomes effective, and thereafter from time to time, furnish to the Marketing Agent, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if any amendments or supplements have been made thereto after the effective date of the Registration Statement) as the Marketing Agent promptly: may request for the purposes contemplated by the 1933 Act; (id) to advise the Marketing Agent promptly and, if requested by the Marketing Agent, to confirm such advice in writing when the Registration Statement and any post-effective amendment thereto has become effective, and upon receipt of request from the Marketing Agent therefore, to file a post-effective amendment removing any reference to the Marketing Agent thereunder; (e) to prepare, at the expense of the Fund, such amendments or supplements to the Registration Statement shall have become effective or any supplement (not including any monthly report) to the Prospectus is filed; (ii) and to file such amendments or supplements with the Commission, when and as required, by the 1933 Act, the Exchange Act, and the rules and regulations of the receipt Commission thereunder, including if requested by the Marketing Agent; to advise the Marketing Agent promptly of any further comments from the SEC, CFTC, NFA proposal to amend or any other federal or state regulatory or self-regulatory body with respect to supplement the Registration StatementStatement or the Prospectus and to provide the Marketing Agent and the Marketing Agent’s counsel copies of any such documents for review and comment within a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which the Marketing Agent or its counsel shall reasonably object in writing; (iii) and to advise the Marketing Agent promptly, confirming such advice in writing, of any request by the SEC, CFTC, NFA Commission for amendments or any other federal or state regulatory or self-regulatory body for any further amendment supplements to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating with respect thereto; (iv) , or of any material criminalnotice of institution of proceedings for, civil or administrative proceedings against or involving the General Partner or the Fund; (v) entry of the issuance by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body, as applicable, of any a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such order as soon as possible; (f) to file promptly all reports and any information statement required to be filed by the Fund with the Commission in order to comply with the Exchange Act and the CEA subsequent to the date of the Prospectus and for so long as the term of this Agreement; and to provide the Marketing Agent and the Marketing Agent’s counsel with a copy of such reports and statements and other documents to be filed by the Fund pursuant to Section 13, 14 or 15(d) of the Exchange Act (excluding filings under Rule 12b-25) and under 17 C.F.R. §4.22 during such period for review and comment within a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which the Marketing Agent or its counsel shall reasonably object in writing; (g) if necessary or appropriate, to file a registration statement pursuant to Rule 462(b) under the 1933 Act, ; (h) to advise the registration or NFA membership Marketing Agent promptly of the General Partner as a "commodity pool operator," or the registration of the Units under the Blue Sky or securities laws happening of any state or other jurisdiction or any order or decree enjoining event during the offering or term of this Agreement which could require the use of the then current Prospectus or any Promotional Material or of the institution making of any action or proceeding for any such purpose; or (vi) of any threatened action of the type referred to change in clauses (iii) through (v) of which the General Partner has been notified. In the event any order of the type referred to in clause (v) is issued, the General Partner agrees to use best efforts to obtain a lifting or rescinding of such order at the earliest feasible date. (b) The General Partner will deliver to the Additional Selling Agent as many conformed copies of the Registration Statement as originally filed and of each amendment thereto, together with exhibits, as the Additional Selling Agent may reasonably request. (c) The General Partner will deliver to the Additional Selling Agent as promptly as practicable from time to time during the period when the Prospectus is required then being used so that such Prospectus would not include an untrue statement of material fact or omit to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) and of the Promotional Material as the Additional Selling Agent may reasonably request for the purposes contemplated by the 1933 Act or the SEC Regulations. (d) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, the General Partner and the Fund will comply with all requirements imposed upon them by the 1933 Act, the SEC Regulations, the Commodity Act and the CFTC Regulations, as from time to time in force, so far as state a material fact necessary to permit the continuance of sales of the Units during such period in accordance with the provisions hereof and as set forth in the Prospectus. (e) If any event shall occur as a result of which it is necessary, in the reasonable opinion of the General Partner or any of the Selling Agents, to amend or supplement the Prospectus in order to make the Prospectus not materially misleading statements therein, in the light of the circumstances existing at the time it is delivered under which they are made, not misleading, and, during such time, subject to a subscriberSection 4.1(d) hereof, or to conform with applicable CFTC Regulations or SEC Regulations, the General Partner shall promptly prepare and file such amendment(s) of or supplement(s) to the Prospectus effecting the necessary changes, and furnish to the Additional Selling Agentfurnish, at the expense of the General PartnerFund, to the Marketing Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change; (i) to furnish to the Fund’s Unitholders as soon as practicable after the end of each fiscal year an annual report (including a reasonable number balance sheet and statements of income and cash flow of the Fund for such fiscal year, accompanied by a copy of the certificate or report thereon of nationally recognized independent certified public accountants); (j) to furnish to the Marketing Agent a copy the Registration Statement, as initially filed with the Commission, and of all amendments thereto (including all exhibits thereto); (k) to (1) furnish to the Marketing Agent promptly during the term of this Agreement (i) copies of any reports, proxy statements, or other communications which are sent to the Fund’s Unitholders or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such amendment(s) or supplement(s). Upon receipt other similar forms as may be designated by the Additional Selling Commission, (iii) copies of documents or reports filed with AMEX, (iv) copies of documents or reports filed with the NFA and with the Commodity Futures Trading Commission, and (v) such other information as the Marketing Agent may reasonably request regarding the Fund; and (2) make available for inspection by the Marketing Agent, its attorneys, accountants and other advisors or agents, all financial and other records, pertinent corporate documents and properties, and cause the officers, directors and employees of notice of any such event or any notice pursuant the General Partner and independent accountants to Section 5(asupply all information reasonably requested by the Marketing Agent, its attorneys, accounts and other advisors and agents; (l) above, to use its best efforts to cause the Additional Selling Units to be listed on the AMEX; (m) to furnish to the Marketing Agent shall, (i) at the request time of the purchase of the initial Creation Basket by the Initial Authorized Purchaser and (ii) at such other times as the Marketing Agent reasonably requests, which may include when the Registration Statement or the Prospectus is amended or supplemented, and an opinion of Sxxxxxxxxx, Xxxxxx & Bxxxxxx LLP, counsel for the General Partner, immediately discontinue addressed to the offering Marketing Agent and substantially in the form attached hereto as Exhibit B; (n) to cause Exxxxx, LLC to deliver to the Marketing Agent (i) at the time of Units until the effectiveness of the purchase of the Baskets by the Authorized Purchaser and (ii) at each time (A) the Registration Statement or the Prospectus is amended or supplemented by the filing of a post-effective amendment, (B) a new Registration Statement is filed to register additional Units in reliance on Rule 429, and there is financial information incorporated by reference into the applicable amendment Registration Statement or supplement or lifting or rescinding the Prospectus, letters dated such dates and addressed to the Marketing Agent, containing statements and information of the applicable ordertype ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; (o) to deliver to the Marketing Agent (i) at the time of the effectiveness of the purchase of a Creation Basket by an Authorized Purchaser , (ii) at each time the Registration Statement or the Prospectus is amended or supplemented, (iii) at the time of the effectiveness of the purchase of a Basket by an Authorized Purchaser, (iv) at each time the Registration Statement or the Prospectus files any report, statement or other document pursuant to Section 13, 14 or 15(d) of the Exchange Act (excluding filings required by Rule 12b-25), and (iv) at such other times as the case Marketing Agent reasonably requests, an officer’s certificate in the form attached as Exhibit D hereto; (p) to furnish to the Marketing Agent (i) at the time of the effectiveness of the purchase of a Creation Basket by an Authorized Purchaser and (ii) at each time (A) the Registration Statement or the Prospectus is amended or supplemented, (iii) at each time the Fund files any report, statement or other document pursuant to Section 13, 14 or 15(d) of the Exchange Act (excluding filings required by Rule 12b-25), and (iv) at such other times as the Marketing Agent reasonably requests, such other documents and certificates as of such dates as the Marketing Agent may bereasonably request; and (q) to cause the Fund to file a post-effective amendment to the Registration Statement no less frequently than once per calendar quarter on or about the same time that the Fund files a quarterly or annual report pursuant to Section 13 or 15(d) of the Exchange Act (including the information contained in such report), until such time as the Fund’s reports filed pursuant to Section 13 or 15(d) of the Exchange Act are incorporated by reference in the Registration Statement.

Covenants of the General Partner. 5.1 Certain Covenants of the General Partner. The General Partner, on its own behalf and in its capacity as General Partner of the Fund, covenants and agrees: (a) The to furnish such information as may be required and otherwise to cooperate in qualifying the Units for offering and sale under the securities or blue sky laws of such states and foreign jurisdictions as the Marketing Agent may reasonably designate and to maintain such qualifications in effect so long as the Marketing Agent may request during the term of this Agreement; provided that the Fund shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Units); and to promptly advise the Marketing Agent of the receipt by the General Partner or the Fund of any notification with respect to the suspension of the qualification of the Units for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (b) to take all necessary action to register the Units under the 1933 Act, as amended in order to sell the initial Creation Baskets and take, from time to time, such steps, including payment of the related filing fees, as may be necessary to register additional Units under the 1933 Act to the end that all Units sold in additional Creation Baskets will notify be properly registered under the Additional Selling 1933 Act and to keep the Registration Statement effective and current during the term of this Agreement; (c) to make available to the Marketing Agent, as soon as practicable after the Registration Statement becomes effective, and thereafter from time to time to furnish to the Marketing Agent, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if any amendments or supplements have been made thereto after the effective date of the Registration Statement) as the Marketing Agent promptly: may request for the purposes contemplated by the 1933 Act; (id) to advise the Marketing Agent promptly and, if requested by the Marketing Agent, to confirm such advice in writing when the Registration Statement and any post-effective amendment thereto has become effective, and upon receipt of request from the Marketing Agent therefore, to file a post-effective amendment removing any reference to the Marketing Agent thereunder; (e) to prepare, at the expense of the Fund, such amendments or supplements to the Registration Statement shall have become effective or any supplement (not including any monthly report) to the Prospectus is filed; (ii) and to file such amendments or supplements with the Commission, when and as required, by the 1933 Act, the Exchange Act, and the rules and regulations of the receipt Commission thereunder, including if requested by the Marketing Agent; to advise the Marketing Agent promptly of any further comments from the SEC, CFTC, NFA proposal to amend or any other federal or state regulatory or self-regulatory body with respect to supplement the Registration StatementStatement or the Prospectus and to provide the Marketing Agent and the Marketing Agent's counsel copies of any such documents for review and comment within a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which the Marketing Agent or its counsel shall reasonably object in writing; (iii) and to advise the Marketing Agent promptly, confirming such advice in writing, of any request by the SEC, CFTC, NFA Commission for amendments or any other federal or state regulatory or self-regulatory body for any further amendment supplements to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating with respect thereto; (iv) , or of any material criminalnotice of institution of proceedings for, civil or administrative proceedings against or involving the General Partner or the Fund; (v) entry of the issuance by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body, as applicable, of any a stop order suspending the effectiveness of the Registration Statement under and, if the 1933 Act, Commission should enter a stop order suspending the registration or NFA membership effectiveness of the General Partner as a "commodity pool operator," or the registration of the Units under the Blue Sky or securities laws of any state or other jurisdiction or any order or decree enjoining the offering or the use of the then current Prospectus or any Promotional Material or of the institution of any action or proceeding for any such purpose; or (vi) of any threatened action of the type referred to in clauses (iii) through (v) of which the General Partner has been notified. In the event any order of the type referred to in clause (v) is issuedRegistration Statement, the General Partner agrees to use its best efforts to obtain a the lifting or rescinding removal of such order at the earliest feasible date.as soon as possible; (bf) The General Partner will deliver to the Additional Selling Agent as many conformed copies of the Registration Statement as originally filed file promptly all reports and of each amendment thereto, together with exhibits, as the Additional Selling Agent may reasonably request. (c) The General Partner will deliver to the Additional Selling Agent as promptly as practicable from time to time during the period when the Prospectus is any information statement required to be delivered under filed by the 1933 Act, such number of copies Fund with the Commission in order to comply with the Exchange Act and the CEA subsequent to the date of the Prospectus (as amended or supplemented) and of the Promotional Material for so long as the Additional Selling term of this Agreement; and to provide the Marketing Agent may reasonably request for and the purposes contemplated Marketing Agent's counsel with a copy of such reports and statements and other documents to be filed by the 1933 Act or the SEC Regulations. (d) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, the General Partner and the Fund will comply with all requirements imposed upon them by the 1933 Act, the SEC Regulations, the Commodity Act and the CFTC Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of the Units during such period in accordance with the provisions hereof and as set forth in the Prospectus. (e) If any event shall occur as a result of which it is necessary, in the reasonable opinion of the General Partner or any of the Selling Agents, to amend or supplement the Prospectus in order to make the Prospectus not materially misleading in the light of the circumstances existing at the time it is delivered to a subscriber, or to conform with applicable CFTC Regulations or SEC Regulations, the General Partner shall promptly prepare and file such amendment(s) of or supplement(s) to the Prospectus effecting the necessary changes, and furnish to the Additional Selling Agent, at the expense of the General Partner, a reasonable number of copies of such amendment(s) or supplement(s). Upon receipt by the Additional Selling Agent of notice of any such event or any notice pursuant to Section 5(a13, 14 or 15(d) above, the Additional Selling Agent shall, at the request of the General Partner, immediately discontinue the offering of Units until the filing of the applicable amendment or supplement or lifting or rescinding of the applicable order, as the case may be.Exchange Act (excluding filings under Rule 12b-25) and under 17 C.F.R.

Covenants of the General Partner. (a) The General Partner will notify the Additional Selling Agent promptly: immediately and confirm such notification in writing (i) when any amendment to the Registration Statement shall have become effective or any supplement (not including any monthly report) to the Prospectus is filed; , (ii) of the receipt of any further comments from the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body with respect to the Registration Statement; , (iii) of any request by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body for any further amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating thereto; , (iv) of any material criminal, civil or administrative proceedings against or involving the General Partner or the Fund; Partnership, (v) of the issuance by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body, as applicable, body of any order suspending the effectiveness of the Registration Statement under the 1933 Securities Act, the registration or NFA membership of the General Partner as a "commodity pool operator," or the registration of the Units under the Blue Sky or securities laws of any state or other jurisdiction or any order or decree enjoining the offering or the use of the then current Prospectus or any Promotional Material or of the institution institution, or notice of the intended institution, of any action or proceeding for any such that purpose; , or (vi) of any threatened action of the type referred to in clauses (iii) through (v) of which the General Partner has been notified. In the event any order of the type referred to in clause (v) is issued, the General Partner agrees to use best efforts to obtain a lifting or rescinding of such order at the earliest feasible date. (b) The General Partner will deliver to the Additional Selling Agent as many conformed copies of the Registration Statement as originally filed and of each amendment thereto, together with exhibits, thereto as the Additional Selling Agent may reasonably request. (c) The General Partner will deliver to the Additional Selling Agent as promptly as practicable from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) and of the Promotional Material as the Additional Selling Agent may reasonably request for the purposes contemplated by the 1933 Act or the SEC Regulations. (d) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, the General Partner and the Fund Partnership will comply with all requirements imposed upon them by the 1933 Act, the SEC Regulations, the Commodity Act and the CFTC Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of the Units during such period in accordance with the provisions hereof and as set forth in the Prospectus. (e) If any event shall occur as a result of which it is necessary, in the reasonable opinion of the General Partner or any of the Selling AgentsPrincipal Additional Agent, to amend or supplement the Prospectus in order (i) to make the Prospectus not materially misleading in the light of the circumstances existing at the time it is delivered to a subscriber, or (ii) to conform with applicable CFTC Regulations or SEC Regulations, the General Partner shall promptly prepare and file such amendment(s) of or supplement(s) to the Prospectus Prospective effecting the necessary changes, and furnish to the Additional Selling Agent, at the expense of the General Partner, a reasonable number of copies of such amendment(s) ), or supplement(s). Upon receipt by the Additional Selling Agent of notice of any such event or any notice pursuant to Section 5(a) above, the Additional Selling Agent shall, at the request of the General Partner, immediately discontinue the offering of Units until the filing of the applicable amendment or supplement or lifting or rescinding of the applicable order, as the case may be. No such amendment or supplement shall be filed or used without the approval of the Additional Selling Agent, which shall not be unreasonably withheld, delayed or conditioned.

Covenants of the General Partner. (a) The General Partner will notify the Additional Selling Agent promptly: immediately and confirm such notification in writing (i) when any amendment to the Registration Statement shall have become effective or any supplement (not including any monthly report) to the Prospectus is filed; , (ii) of the receipt of any further comments from the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body with respect to the Registration Statement; , (iii) of any request by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body for any further amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating thereto; , (iv) of any material criminal, civil or administrative proceedings against or involving the General Partner or the Fund; Partnership, (v) of the issuance by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body, as applicable, body of any order suspending the effectiveness of the Registration Statement under the 1933 Securities Act, the registration or NFA membership of the General Partner as a "commodity pool operator," or the registration of the Units under the Blue Sky or securities laws of any state or other jurisdiction or any order or decree enjoining the offering or the use of the then current Prospectus or any Promotional Material or of the institution institution, or notice of the intended institution, of any action or proceeding for any such that purpose; , or (vi) of any threatened action of the type referred to in clauses (iii) through (v) of which the General Partner has been notified. In the event any order of the type referred to in clause (v) is issued, the General Partner agrees to use best efforts to obtain a lifting or rescinding of such order at the earliest feasible date. (b) The General Partner will deliver to the Additional Selling Agent as many conformed copies of the Registration Statement as originally filed and of each amendment thereto, together with exhibits, thereto as the Additional Selling Agent may reasonably request. (c) The General Partner will deliver to the Additional Selling Agent as promptly as practicable from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) and of the Promotional Material as the Additional Selling Agent may reasonably request for the purposes contemplated by the 1933 Act or the SEC Regulations. (d) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, the General Partner and the Fund Partnership will comply with all requirements imposed upon them by the 1933 Act, the SEC Regulations, the Commodity Act and the CFTC Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of the Units during such period in accordance with the provisions hereof and as set forth in the Prospectus. (e) If any event shall occur as a result of which it is necessary, in the reasonable opinion of the General Partner or any of the Selling AgentsPrincipal Additional Agent, to amend or supplement the Prospectus in order (i) to make the Prospectus not materially misleading in the light of the circumstances existing at the time it is delivered to a subscriber, or (ii) to conform with applicable CFTC Regulations or SEC Regulations, the General Partner shall promptly prepare and file such amendment(s) of or supplement(s) to the Prospectus Prospective effecting the necessary changes, and furnish to the Additional Selling Agent, at the expense of the General Partner, a reasonable number of copies of such amendment(s) ), or supplement(s). Upon receipt by the Additional 11 Selling Agent of notice of any such event or any notice pursuant to Section 5(a) above, the Additional Selling Agent shall, at the request of the General Partner, immediately discontinue the offering of Units until the filing of the applicable amendment or supplement or lifting or rescinding of the applicable order, as the case may be. No such amendment or supplement shall be filed or used without the approval of the Additional Selling Agent, which shall not be unreasonably withheld, delayed or conditioned.

Covenants of the General Partner. (a) The General Partner will notify the Additional Selling Agent promptly: (i) when any amendment or post-effective amendment to the Registration Statement shall have become effective or any supplement (not including any monthly report) to the Prospectus is filed; (ii) of the receipt of any further comments from the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body with respect to the Registration StatementStatement or any post-effective amendment thereto; (iii) of any request by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body for any further amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating thereto; (iv) of any material criminal, civil or administrative proceedings against or involving the General Partner or the Fund; (v) of the issuance by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body, as applicable, of any order suspending the effectiveness of the Registration Statement under the 1933 Act, the registration or NFA membership of the General Partner as a "“commodity pool operator," ” or the registration of the Units under the Blue Sky or securities laws of any state or other jurisdiction or any order or decree enjoining the offering or the use of the then current Prospectus or any Promotional Material or of the institution of any action or proceeding for any such purpose; or (vi) of any threatened action of the type referred to in clauses (iii) through (v) of which the General Partner has been notified. In the event any order of the type referred to in clause (v) is issued, the General Partner agrees to use best efforts to obtain a lifting or rescinding of such order at the earliest feasible date. (b) The General Partner will deliver to the Additional Selling Agent as many conformed copies of the Registration Statement as originally filed and of each amendment theretoAgent, together with exhibits, as the Additional Selling Agent may reasonably request. (c) The General Partner will deliver to the Additional Selling Agent as promptly as practicable from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) and of the Promotional Material as the Additional Selling Agent may reasonably request for the purposes contemplated by the 1933 Act or the SEC Regulations. (c) The General Partner will deliver to the Selling Agent copies of all monthly and annual reports, and of any other communications, sent to the Limited Partners, and, upon request, copies of all “Blue Sky” and other state securities law clearances obtained by the Fund. (d) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, the General Partner and the Fund will comply with all requirements imposed upon them by the 1933 Act, the SEC Regulations, the Commodity Act and the CFTC Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of the Units during such period in accordance with the provisions hereof and as set forth in the Prospectus. (e) If any event shall occur as a result of which it is necessary, in the reasonable opinion of the General Partner or any of the Selling Agents, to amend or supplement the Prospectus in order to make the Prospectus not materially misleading in the light of the circumstances existing at the time it is delivered to a subscriber, or to conform with applicable CFTC Regulations or SEC Regulations, the General Partner shall promptly prepare and file such amendment(s) of or supplement(s) to the Prospectus effecting the necessary changes, and furnish to the Additional Selling Agent, at the expense of the General Partner, a reasonable number of copies of such amendment(s) or supplement(s). Upon receipt by the Additional Selling Agent of notice of any such event or any notice pursuant to Section 5(a) above, the Additional Selling Agent shall, at the request of the General Partner, immediately discontinue the offering of Units until the filing of the applicable amendment or supplement or lifting or rescinding of the applicable order, as the case may be.

Covenants of the General Partner. (a) The General Partner will not file any amendment to the Registration Statement without giving the Selling Agent a reasonable period of time to review such amendment prior to filing or to which the Selling Agent reasonably objects, unless advised by counsel that doing so is required by law. The General Partner will notify the Additional Selling Agent promptly: promptly (i) when any amendment to the Registration Statement shall have become effective or any supplement (not including any monthly report) to the Prospectus is filed; , (ii) of the receipt of any further comments from the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body with respect to the Registration Statement; , (iii) of any request by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body for any further amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating thereto; , (iv) of any material criminal, civil or administrative proceedings against or involving the General Partner or the Fund; Partnership, (v) of the issuance by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body, as applicable, body of any order suspending the effectiveness of the Registration Statement under the 1933 Securities Act, the registration or NFA membership of the General Partner as a "“commodity pool operator," ” or the registration of the Units under the Blue Sky or securities laws of any state or other jurisdiction or any order or decree enjoining the offering or the use of the then current Prospectus or any Promotional Material or of the institution institution, or notice of the intended institution, of any action or proceeding for any such that purpose; , or (vi) of any threatened action of the type referred to in clauses (iii) through (v) of which the General Partner has been notified. In the event any order of the type referred to in clause (v) is issued, the General Partner agrees to use best efforts to obtain a lifting or rescinding of such order at the earliest feasible date. (b) The General Partner will deliver to the Additional Selling Agent as many conformed copies of the Registration Statement as originally filed and of each amendment thereto, together with exhibits, thereto as the Additional Selling Agent may reasonably request. (c) The General Partner will deliver to the Additional Selling Agent as promptly as practicable from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) and of the Promotional Material as the Additional Selling Agent may reasonably request for the purposes contemplated by the 1933 Act or the SEC Regulations. (d) The General Partner will deliver to the Selling Agent: (i) copies of all “Blue Sky” and other state securities law clearances obtained by the Partnership and (ii) copies of all monthly and annual reports, and of any other communications, sent to the Limited Partners. (e) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, the General Partner and the Fund Partnership will comply with all requirements imposed upon them by the 1933 Act, the SEC Regulations, the Commodity Act and the CFTC Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of the Units during such period in accordance with the provisions hereof and as set forth in the Prospectus. (e) If any event shall occur as a result of which it is necessary, in the reasonable opinion of the General Partner or any of the Selling Agents, to amend or supplement the Prospectus in order to make the Prospectus not materially misleading in the light of the circumstances existing at the time it is delivered to a subscriber, or to conform with applicable CFTC Regulations or SEC Regulations, the General Partner shall promptly prepare and file such amendment(s) of or supplement(s) to the Prospectus effecting the necessary changes, and furnish to the Additional Selling Agent, at the expense of the General Partner, a reasonable number of copies of such amendment(s) or supplement(s). Upon receipt by the Additional Selling Agent of notice of any such event or any notice pursuant to Section 5(a) above, the Additional Selling Agent shall, at the request of the General Partner, immediately discontinue the offering of Units until the filing of the applicable amendment or supplement or lifting or rescinding of the applicable order, as the case may be.