Covenants of the Trading Advisor. The Trading Advisor covenants and agrees that:
(i) The Trading Advisor shall maintain all registrations and memberships necessary for the Trading Advisor to continue to act as described herein and to at all times comply in all respects with all applicable laws, rules, and regulations, to the extent that the failure to so comply would have a materially adverse effect on the Trading Advisor’s ability to act as described herein.
(ii) The Trading Advisor shall inform the Trading Manager immediately as soon as the Trading Advisor or any Trading Advisor Principal becomes the subject of any investigation, claim or proceeding of any regulatory authority having jurisdiction over such person or becomes a named party to any litigation materially affecting (or which may, with the passage of time, materially affect) the business of the Trading Advisor. The Trading Advisor shall also inform the Trading Manager immediately if the Trading Advisor or any of its officers becomes aware of any breach of this Agreement by the Trading Advisor.
(iii) The Trading Advisor agrees to cooperate by providing information regarding itself and its performance in the preparation of any amendments or supplements to the Offering Memoranda (subject to the limitation set forth in Section 1 hereof).
Covenants of the Trading Advisor. The Trading Advisor covenants and agrees that:
(i) The Trading Advisor shall use its best efforts to maintain all registrations and memberships necessary for the Trading Advisor to continue to act as described herein and to at all times comply in all material respects with all applicable laws, rules, and regulations, to the extent that the failure to so comply would have a materially adverse effect on the Trading Advisor's ability to act as described herein.
(ii) The Trading Advisor shall inform the General Partner immediately as soon as the Trading Advisor or any of its principals becomes the subject of any investigation, claim or proceeding of any regulatory authority having jurisdiction over such person or becomes a named party to any litigation materially affecting the business of the Trading Advisor. The Trading Advisor shall also inform the General Partner immediately if the Trading Advisor or any of its officers becomes aware of any breach of this Agreement by the Trading Advisor.
(iii) The Trading Advisor agrees reasonably to cooperate by providing information regarding itself and its performance in the preparation of any amendments or supplements to the Registration Statement and the Prospectus.
(iv) The Trading Advisor agrees to participate, to the extent that the General Partner may reasonably request, in "road shows" and other promotional activities relating to the marketing of the Units, provided that such participation shall not in the reasonable judgment of the Trading Advisor require the registration of the Trading Advisor or any of its principals or agents as a broker-dealer or salesman or interfere materially with the trading activities of the Trading Advisor. The Trading Advisor shall pay the costs of its reasonably requested participation in such road shows.
Covenants of the Trading Advisor. The Trading Advisor covenants and agrees that:
(i) The Trading Advisor shall use its best efforts to maintain all registrations and memberships necessary for the Trading Advisor to continue to act as described herein and to at all times comply in all material respects with all applicable laws, rules, and regulations, to the extent that the failure to so comply would have a materially adverse effect on the Trading Advisor's ability to act as described herein.
(ii) The Trading Advisor shall inform the General Partner immediately as soon as the Trading Advisor or any of its principals becomes the subject of any investigation, claim or proceeding of any regulatory authority having jurisdiction over such person or becomes a named party to any litigation materially affecting the business of the Trading Advisor. The Trading Advisor shall also inform the General Partner immediately if the Trading Advisor or any of its officers becomes aware of any breach of this Agreement by the Trading Advisor.
(iii) The Trading Advisor agrees reasonably to cooperate by providing information regarding itself and its performance in the preparation of any amendments or supplements to the Registration Statement and the Prospectus.
Covenants of the Trading Advisor. The Trading Advisor covenants and agrees that:
(i) The Trading Advisor shall use its best efforts to maintain all registrations and memberships necessary for the Trading Advisor and the Trading Advisor Principals to continue to act as described herein and to at all times comply in all material respects with all applicable laws, rules, and regulations, to the extent that the failure to so comply would have a materially adverse effect on the Trading Advisor's ability to act as described herein.
(ii) The Trading Advisor shall inform the General Partner immediately as soon as the Trading Advisor or Trading Advisor Principals becomes the subject of any investigation, claim or proceeding of any regulatory authority having jurisdiction over such person or becomes a named party to any litigation materially affecting the condition, financial or otherwise, business or prospects of the Trading Advisor. The Trading Advisor shall also inform the General Partner immediately if the Trading Advisor or any of its officers become aware of any breach of this Agreement by the Trading Advisor.
Covenants of the Trading Advisor. The Trading Advisor covenants and agrees that:
(i) The Trading Advisor shall use its best efforts to maintain all registrations and memberships necessary for the Trading Advisor to continue to act as described herein and to at all times comply in all material respects with all applicable laws, rules, and regulations, to the extent that the failure to so comply would have a materially adverse effect on the Trading Advisor's ability to act as described herein.
(ii) The Trading Advisor shall inform the General Partner immediately as soon as the Trading Advisor or any of its principals (as defined in Rule 3.1 under the CEAct) becomes the subject of any investigation, claim or proceeding of any regulatory authority having jurisdiction over such person or becomes a named party to any litigation materially affecting the business of the Trading Advisor. The Trading Advisor shall also inform the General Partner immediately if the Trading Advisor or any of its officers becomes aware of any breach of this Agreement by the Trading Advisor.
(iii) The Trading Advisor agrees reasonably to cooperate by providing information regarding itself and its performance in the preparation of any amendments or supplements to the Registration Statement and the Prospectus.
(iv) The Trading Advisor agrees to participate, to the extent that the General Partner may reasonably request, in "road shows" and other promotional activities relating to the marketing of the Units, provided that such participation shall not in the reasonable judgment of the Trading Advisor require the registration of the Trading Advisor or any of its principals or agents as a broker-dealer or salesman or interfere materially with the trading activities of the Trading Advisor. The Trading Advisor shall pay the costs of its reasonably requested participation in such road shows.
Covenants of the Trading Advisor. The Trading Advisor covenants and agrees that:
(i) The Trading Advisor shall maintain all registrations and memberships necessary for the Trading Advisor to continue to act as described herein and to at all times comply in all respects with all applicable laws, rules, and regulations, to the extent that the failure to so comply would have a materially adverse effect on the Trading Advisor’s ability to act as described herein.
Covenants of the Trading Advisor. (a) The Trading Advisor agrees to cooperate, to the extent reasonably requested by the General Partner, in the preparation of any amendments or supplements relating to itself to the Registration Statement and the Prospectus.
(b) During the period when the Prospectus is required to be delivered under the 1933 Act, the Trading Advisor agrees to notify the General Partner immediately upon discovery of any untrue or misleading statement regarding it, its operations or any of its principals or of the occurrence of any event or change in circumstances which would result in there being any untrue or misleading statement or an omission in the Prospectus or Registration Statement regarding it, its operations or any of its principals or result in the Prospectus not including all information relating to the Trading Advisor and its principals required pursuant to CFTC regulations. During such period, the Trading Advisor shall promptly inform the General Partner if it is necessary to amend or supplement the Prospectus in order to make the Prospectus not materially misleading in light of the circumstances existing at the time the Prospectus is delivered to a subscriber.
Covenants of the Trading Advisor. The Trading Advisor covenants and agrees as follows:
(a) The Trading Advisor agrees reasonably to cooperate by providing information regarding itself in the preparation by the Partnership of any amendments or supplements to the Registration Statement and the Prospectus.
(b) The Trading Advisor agrees to notify the General Partner immediately upon discovery of any untrue statement of a material fact in the Registration Statement or the Prospectus relating to the Trading Advisor or the Trading Advisor Principals or an omission to state a material fact relating to the Trading Advisor or the Trading Advisor Principals required to be stated therein or necessary to make the statements therein (and, with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, or of the occurrence of any event or change in circumstances which would result in there being any material untrue or misleading statement or a material omission in the Prospectus or Registration Statement regarding the Trading Advisor or the Trading Advisor Principals, or which would result in the Prospectus not including all material information relating to the Trading Advisor and the Trading Advisor Principals required pursuant to the CEAct, the 1933 Act, the CFTC Rules, or the rules of the NFA.
(c) The Trading Advisor will not use or distribute any preliminary prospectus, Prospectus, amended or supplemented Prospectus or Sales Literature nor engage in any selling activities whatsoever in connection with the offering of the Units, except that the Trading Advisor shall, at the General Partner's request, assist in the marketing of the Partnership to prospective investors, including without limitation participating in "road show" presentations, sales seminars, and other similar events in which the Trading Advisor shall discuss only its own activities.
Covenants of the Trading Advisor. (a) The Trading Advisor agrees to cooperate in the preparation of the Memorandum and of any amendments or supplements thereto.
(b) The Trading Advisor agrees to notify the General Partner immediately upon discovery of any untrue or misleading statement regarding it, its operations or any of its principals, or of the occurrence of any event or change in circumstances which would result in there being any untrue or misleading statement or an omission regarding it (except with respect to the Trading Advisor's trading performance), its operations or any of its principals, in the Memorandum or result in the Memorandum not including all information relating to the Trading Advisor and its principals required pursuant to CFTC regulations. The Trading Advisor shall promptly inform the General Partner if it is necessary to amend or supplement the Memorandum in order to make the Memorandum not materially misleading in the light of the circumstances existing at the time the Memorandum is delivered to a subscriber.
Covenants of the Trading Advisor. The Trading Advisor covenants and agrees that:
(i) It will exercise good faith and due care in using its trading programs on behalf of the Partnership as described in the Prospectus (as modified from time to time) or any other trading programs of the Trading Advisor to which a portion of the Partnership's Net Assets are allocated.
(ii) The Trading Advisor shall follow, at all times, the Trading Policies of the Partnership (as described in the Prospectus) and as amended in writing and furnished to the Trading Advisor from time to time.
(iii) The Trading Advisor shall trade only in futures and option contracts traded on U.S. contract markets, foreign currency forward contracts traded with DWR, and such other futures interests which are approved in writing by the General Partner.
(iv) The Trading Advisor shall use its best efforts to maintain all registrations and memberships necessary for the Trading Advisor to continue to act as described herein and to at all times comply in all material respects with all applicable laws, rules, and regulations, to the extent that the failure to so comply would have a materially adverse effect on the Trading Advisor's ability to act as described herein.
(v) The Trading Advisor shall inform the General Partner immediately as soon as the Trading Advisor or any of its principals becomes the subject of any investigation, claim or proceeding of any regulatory authority having jurisdiction over such person or becomes a named party to any litigation materially affecting the business of the Trading Advisor. The Trading Advisor shall also inform the General Partner immediately if the Trading Advisor or any of its officers becomes aware of any breach of this Agreement by the Trading Advisor.
