Common use of Duties of the Trading Advisor Clause in Contracts

Duties of the Trading Advisor. (a) The Trading Advisor hereby agrees to act as Trading Advisor for the Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of the Net Assets of the Partnership on the terms and conditions and in accordance with the prohibitions and trading policies set forth in this Agreement, or the Prospectus or as otherwise provided in writing to the Trading Advisor; provided, however, that the General Partner may override the instructions of the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership and with applicable speculative position limits, (ii) to pay the Partnership's expenses, (iii) to the extent the General Partner believes doing so is necessary for the protection of the Partnership, (iv) to terminate the futures interests trading of the Partnership, or (v) to comply with any applicable law or regulation. The General Partner agrees not to override any such instructions for the reasons specified in clause (ii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the General Partner to make the necessary amount of funds available to the Partnership within five calendar days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the General Partner to override instructions of the Trading Advisor, except to the extent that the Trading Advisor is in breach of this Agreement. In performing services to the Partnership the Trading Advisor may not materially alter the trading program(s) used by the Trading Advisor in investing and reinvesting the Partnership's Net Assets in futures interests as described in the Prospectus without the prior written consent of the General Partner, it being understood that changes in the futures interests traded shall not be deemed an alteration in the Trading Advisor's trading program(s). (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Partnership in accordance with the prohibitions and trading policies of the Partnership described in the Prospectus and as otherwise provided in writing to the Trading Advisor. The Trading Advisor shall trade the Partnership's Net Assets pursuant to the specified trading program(s) described in the Prospectus (with such changes and additions to such trading program(s) as the Trading Advisor, from time to time, incorporates into its trading program(s) for accounts the size of the Partnership), unless the Trading Advisor is instructed by the General Partner to trade the Partnership's Net Assets pursuant to any one or more of the Trading Advisor's other trading programs described in the Prospectus. (ii) Subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner, within 30 calendar days of a request therefor by the General Partner, with information comparing the performance of the Partnership's account and the performance of all other client accounts directed by the Trading Advisor using the trading programs used by the Trading Advisor for the Partnership over a specified period of time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor's clients' identities. The Trading 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 Trading Advisor shall promptly inform the General Partner of any material discrepancies of which the Trading Advisor is aware. 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. (iii) Upon request of the General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner with all material information concerning the Trading Advisor other than proprietary information (including, without limitation, information relating to changes in control, personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Partnership and not for the account, or at the risk, of the Trading Advisor or any of its stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees arising from trading by the Trading Advisor shall be for the account of the Partnership. The Trading Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) Notwithstanding anything in this Agreement to the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Partnership's account, including payment of the floor brokerage commissions, exchange and NFA fees, and other transaction charges and give-up charges incurred on such trades. The Trading Advisor's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders for execution. The Trading Advisor shall not be responsible for errors committed or caused by DWR or Xxxx Futures, Inc. ("CFI"). In addition, the Trading Advisor shall not be responsible for errors committed or caused by any other floor broker or futures commission merchant executing trades unless such other floor broker or futures commission merchant was selected by the Trading Advisor and the Partnership is unable, after reasonable effort, to recover from the floor broker or futures commission merchant any losses or costs resulting from such errors, notwithstanding any give-up agreement. The Trading Advisor shall have an affirmative obligation promptly to notify the General Partner of its own errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the General Partner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions. (e) Prior to the commencement of trading, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose.

Duties of the Trading Advisor. (a) Limited partnership interests in the Partnership will be offered in a offering exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof and Regulation D promulgated thereunder (together, the “1933 Act”). The Partnership will be as described in a Confidential Offering Memorandum (the “Memorandum”) filed with the National Futures Association (the “NFA”). The Trading Advisor will utilize its Global Directional Portfolio trading strategy in connection with its management of the Partnership’s assets. The aggregate amount allocated to the Trading Advisor including notional funds, together with cumulative profits thereon as a result of its investment activities on behalf of the Partnership, including any interest income earned thereon, less any allocated fees and expenses and adjusted for additions and withdrawals, shall be the “Trading Advisor’s Allocated Assets.” Management and performance fees paid or accrued, commissions charged, and any other specific liabilities attributable to the Partnership’s account maintained at its futures commission brokers shall be chargeable to such account. (b) The Trading Advisor hereby agrees to act as Trading Advisor for the Partnership and, as such, shall have sole authority and responsibility for directing determine the investment and reinvestment of the Net Trading Advisor’s Allocated Assets of the Partnership on the terms and conditions set forth in this Agreement and in accordance with the prohibitions and trading policies Trading Policies set forth in the current Memorandum and the Trading Advisor’s Global Directional Portfolio trading strategy (which term, for purposes of this Agreement, shall include trading instructions, methods and systems), as described in the latest dislosure document field by the Trading Advisor with the NFA or Commodity Futures Trading Commission (the Prospectus or as otherwise provided “CFTC”). The Trading Advisor shall have sole discretion and use its best efforts in writing to determining independently the investment and reinvestment of the Trading Advisor; provided’s Allocated Assets pursuant to the Global Directional Portfolio trading strategy, however, except that the General Partner may override overrule the instructions of the Trading Advisor (i) to the extent necessary (i) to comply with the trading policies of the Partnership and with applicable speculative position limits, (ii) to pay the Partnership's expenses, (iii) to the extent that the General Partner believes doing so is necessary or advisable for the protection of the Partnership, or (iviii) to terminate the futures interests trading of the Partnership, or extent otherwise described herein. (vc) to comply with any applicable law or regulation. The General Partner agrees not to override any such instructions for the reasons specified in clause (ii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the General Partner to make the necessary amount of funds available to the Partnership within five calendar days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the General Partner to override instructions of the Trading Advisormay, except to the extent that the Trading Advisor is in breach of this Agreement. In performing services to the Partnership the Trading Advisor may not materially its discretion, alter the Global Directional Portfolio trading program(s) used by the Trading Advisor strategy in investing and reinvesting the Partnership's Net Assets in futures interests as described Trading Advisor’s Allocated Assets, provided that the Trading Advisor determines that such alteration is in the Prospectus without the prior written consent best interests of the General Partner, it being understood that changes in the futures interests traded shall not be deemed an alteration in the Trading Advisor's trading program(s). (b) Partnership. The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Partnership in accordance with the prohibitions and trading policies of the Partnership described in the Prospectus and as otherwise provided will give prompt notice in writing to the General Partner of (i) any change in the Global Directional Portfolio trading strategy which the Trading Advisor considers to be material, and (ii) if any of the Trading Advisor. The Trading Advisor shall trade the Partnership's Net Assets pursuant to the specified trading program(s) described ’s principals are no longer actively involved in the Prospectus daily management of the Trading Advisor. (with such changes and additions to such trading program(sd) as Neither the Trading Advisor, from time to time, incorporates into its trading program(s) for accounts the size of the Partnership), unless the Trading Advisor is instructed by the General Partner to trade the Partnership's Net Assets pursuant to nor any one employee or more of the Trading Advisor's other trading programs described in the Prospectus. (ii) Subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner, within 30 calendar days of a request therefor by the General Partner, with information comparing the performance of the Partnership's account and the performance of all other client accounts directed by the Trading Advisor using the trading programs used by the Trading Advisor for the Partnership over a specified period of time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor's clients' identities. The Trading 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 Trading Advisor shall promptly inform the General Partner of any material discrepancies of which the Trading Advisor is aware. 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. (iii) Upon request of the General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner with all material information concerning the Trading Advisor other than proprietary information (including, without limitation, information relating to changes in control, personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Partnership and not for the account, or at the risk, officer of the Trading Advisor or any of its stockholders, directors, officers, or employees, or any other person, if any, person who controls the Trading Advisor within shall be liable to the meaning General Partner, the Partnership, or any other firm, person or organization under this Agreement except as set forth in Section 8 hereof; it being understood that trading profits recognized or losses incurred on behalf of the Securities Act. All brokerage fees arising from trading by the Trading Advisor Partnership shall be for the account of the Partnership. The Partnership and the Trading Advisor makes no representations as to whether its trading will produce shall not incur any liability for such profits or avoid losseslosses provided the Trading Advisor would not otherwise be liable to the Partnership under the terms hereof. (de) Notwithstanding anything in this Agreement The Partnership or the General Partner will instruct the Partnership’s futures commission merchant(s) to furnish copies of all trade confirmations and other trading reports to the contraryTrading Advisor in electronic or hard-copy format. On a daily basis after the close of trading, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for check out with the Partnership's account, including payment of the floor brokerage commissions, exchange and NFA fees, and other transaction charges and give-up charges incurred on such trades. The Trading Advisor's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders for execution’s broker(s). The Trading Advisor shall not be responsible will maintain a record of all purchase and sale statements furnished to it by the Partnership’s broker(s) for errors committed or caused by DWR or Xxxx Futures, Inc. ("CFI"). In addition, the Partnership’s account with respect to the Trading Advisor shall not be responsible for errors committed or caused by any other floor broker or futures commission merchant executing trades unless such other floor broker or futures commission merchant was selected by the Trading Advisor Advisor’s Allocated Assets, and the Partnership is unable, after reasonable effort, to recover from the floor broker or futures commission merchant any losses or costs resulting from such errors, notwithstanding any give-up agreementwill monitor all open positions relating thereto. The Trading Advisor shall have an affirmative obligation promptly agrees to notify the General Partner immediately of its own errors, and any error committed by the Trading Advisor shall use or its best efforts principals or any of its employees with respect to identify a trade on behalf of the Partnership and promptly to notify the General Partner promptly of any order or trade for the Partnership which the Trading Advisor reasonably believes was not executed in accordance with its the Trading Advisor’s instructions. (e) Prior to the commencement of trading, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose.

Duties of the Trading Advisor. (a) The Upon the commencement of trading operations on or about December 1, 2007 by the Trading Advisor on behalf of the Partnership, the Trading Advisor hereby agrees to act as a Trading Advisor for the Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of its allocated portion of the Net Assets of the Partnership which initially shall be traded pursuant to its Standard Leverage Program as described in the Prospectus, and may be subsequently traded pursuant to such other of the Trading Advisor's programs described in the Prospectus as agreed to by the General Partner and the Trading Advisor (with such changes and additions to such trading programs as the Trading Advisor, from time to time, incorporates into its trading program(s) for accounts the size of the Partnership's), (collectively, the "Trading Program") on the terms and conditions and in accordance with the prohibitions and trading policies set forth in this AgreementExhibit A hereto, or the Prospectus or Prospectus, the Limited Partnership Agreement and as otherwise provided in writing to the Trading Advisor; provided, however, that the General Partner may override the instructions of the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership, as described in Exhibit A hereto, the Prospectus and the Limited Partnership Agreement, and as otherwise provided in writing to the Trading Advisor, and with applicable speculative position limits, (ii) to fund any distributions, redemptions or reapportionments among other trading advisors, if any, to the Partnership, (iii) to pay the Partnership's expenses, (iiiiv) to the extent the General Partner believes doing so is necessary for the protection of the Partnership, (ivv) to terminate the futures interests trading of the Partnership, or (vvi) to comply with any applicable law or regulation. The General Partner agrees not to override any such instructions for the reasons specified in clause clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the General Partner to make the necessary amount of funds available to the Partnership within five calendar days of such request. The Except as otherwise provided herein, the Trading Advisor shall not be liable for the consequences of any decision by the General Partner to override instructions of the Trading Advisor, except to the extent that the Trading Advisor is in breach of this Agreement. In performing services to for the Partnership Partnership, the Trading Advisor may not materially alter the trading program(s) used by or change the Trading Advisor in investing and reinvesting the Partnership's Net Assets in futures interests as described in the Prospectus Program without the prior written consent of the General Partner (and shall not effect such alteration or change on behalf of the Partnership without the General Partner's consent), it being understood that changes in the futures interests traded traded, provided that such futures interests are listed on Exhibit B hereto or are otherwise approved in writing by the General Partner (as set forth in Section 10(a)(iii) hereof), shall not be deemed an a material alteration in the Trading Advisor's trading program(s)Program. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Partnership in accordance with the prohibitions and trading policies of the Partnership described in Exhibit A hereto, the Prospectus Prospectus, the Limited Partnership Agreement and as otherwise provided in writing to the Trading Advisor. The Trading Advisor shall trade its allocated portion of the Partnership's Net Assets pursuant to the specified trading program(s) described in the Prospectus (with such changes and additions to such trading program(s) as the Trading Advisor, from time to time, incorporates into its trading program(s) for accounts the size of the Partnership), unless the Trading Advisor is instructed by the General Partner to trade the Partnership's Net Assets pursuant to any one or more of the Trading Advisor's other trading programs described in the ProspectusProgram. (ii) Subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner, within 30 calendar days of a request therefor by the General Partner, with information comparing the performance of the Partnership's account and the performance performance, including composite information, of all other client accounts representative accounts, which includes the Rotella Polaris Fund, LLC and the Rotella Polaris Fund, Ltd. txxxxx xursuant to the Trading Progxxx xxx directed by the Trading Advisor using the trading programs used by the Trading Advisor for the Partnership Program over a specified period of timetime ("Other Accounts"). In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor's clients' or investors' identities. The Trading Advisor shall, upon the General Partner's request, consult with the General Partner concerning any material discrepancies between the performance of such other accounts Other Accounts and the Partnership's account. The Trading Advisor shall promptly inform the General Partner of any material discrepancies of which the Trading Advisor is becomes aware. The General Partner acknowledges that different trading programs, strategies or implementation methods 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, times and accounts which that have different portfolios or different fiscal years and that such differences may cause divergent trading results. (iii) Upon the request of the General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner with all material information concerning the Trading Advisor Advisor, other than proprietary information (including, without limitation, information relating to material changes in control, personnel, or trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, Partner except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Partnership and not for the account, or at the risk, of the Trading Advisor or any of its stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees, including give-up fees at rates approved by MS&Co. arising from trading by the Trading Advisor shall be for the account of the Partnership. The Trading Advisor makes no representations as to whether its trading will produce profits or avoid losses. (di) Notwithstanding anything in this Agreement Subject to the contrarySection 2(d)(ii) hereof, the Trading Advisor shall not assume financial responsibility to the Partnership or to the General Partner for any trading errors committed or caused by it the Trading Advisor in transmitting orders for the purchase or sale of futures interests for the Partnership's account, including payment including, but not limited to, trading errors involving the inputting of trading signals improperly or the floor brokerage commissions, exchange and NFA fees, and other transaction charges and give-up charges incurred on such trades. The communication of orders for execution incorrectly in accordance with the Trading Advisor's allocation policy. (ii) Notwithstanding Section 2(d)(i) hereof, the Trading Advisor shall be liable to the Partnership for any errors shall includeresulting in a loss to the Partnership's account that is directly caused by an act or omission of the Trading Advisor or its employees, but directors or officers which constitutes willful misconduct or negligence or is the result of any such person not be limited having acted in good faith and in the reasonable belief that such acts or omissions were in, or not opposed to, inputting improper trading signals or communicating incorrect orders for execution. the best interests of the Partnership. (iii) The Trading Advisor shall not be financially responsible for errors committed or caused by DWR MS&Co. or Xxxx Futures, Inc. ("CFI"). In addition, the Trading Advisor shall not be responsible for errors committed or caused by any other executing broker, floor broker or futures commission merchant executing trades unless such other floor broker trades, or futures commission merchant was selected by the Trading Advisor and the Partnership is unable, after reasonable effort, to recover from the floor broker or futures commission merchant any losses or costs resulting from such errors, notwithstanding any give-up agreementclearing broker. The Trading Advisor shall have an affirmative obligation promptly to notify the General Partner of its own errorsany error that the Trading Advisor believes, in good faith, is subject to Section 2(d)(ii) hereof and the Trading Advisor shall use its commercially reasonable best efforts to identify and promptly notify the General Partner of any order or trade which that the Trading Advisor reasonably believes believes, in good faith, was not executed by an executing broker in accordance with its instructionsthe Trading Advisor's instructions in all material respects. (e) Prior to the commencement of tradingtrading by the Trading Advisor, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization in the form attached as Exhibit C hereto, appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose.

Duties of the Trading Advisor. (a) The Trading Advisor hereby agrees to act as Trading Advisor for the Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of the Net Assets of the Partnership Partnership, which initially shall be traded pursuant to its trading program, the Global Portfolio, as described in the Trading Advisor's Disclosure Document dated March 27, 2006 (as amended or supplemented, the "Disclosure Document"), and may be subsequently traded pursuant to such other of the Trading Advisor's programs described in the Disclosure Document, as the General Partner may agree (with such changes and additions to such trading programs as the Trading Advisor, from time to time, incorporates into its trading program(s) for accounts the size of the Partnership), (collectively, the "Trading Program") on the terms and conditions and in accordance with the prohibitions and trading policies set forth in this AgreementExhibit A hereto, or the Prospectus or Limited Partnership Agreement and as otherwise provided in writing to the Trading Advisor; provided, however, that the General Partner may override the instructions of the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership, as described in this Agreement, the Limited Partnership Agreement and as otherwise provided in writing to the Trading Advisor, and with applicable speculative position limits, (ii) to pay the Partnership's expenses, (iii) to the extent the General Partner believes doing so is necessary for the protection of the Partnership, (iv) to terminate the futures interests trading of the Partnership, or (v) to comply with any applicable law or regulation. The General Partner agrees not to override any such instructions for the reasons specified in clause (ii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the General Partner to make the necessary amount of funds available to the Partnership within five calendar days of such request. The Except as otherwise provided herein, the Trading Advisor shall not be liable for the consequences of any decision by the General Partner to override instructions of the Trading Advisor, except to the extent that the Trading Advisor is in breach of this Agreement. In performing services to for the Partnership Partnership, the Trading Advisor may not materially alter the trading program(s) used by or change the Trading Advisor in investing and reinvesting the Partnership's Net Assets in futures interests as described in the Prospectus Program without the prior written consent of the General Partner (and shall not effect such alteration or change on behalf of the Partnership without the General Partner's consent), and it being understood that changes in the futures interests traded traded, provided that such futures interests are listed in Exhibit B hereto, shall not be deemed an alteration in the Trading Advisor's trading program(s)Program. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Partnership in accordance with the prohibitions and trading policies of the Partnership described in Exhibit A hereto, the Prospectus Limited Partnership Agreement and as otherwise provided in writing to the Trading Advisor. The Trading Advisor shall trade the Partnership's Net Assets pursuant to the specified trading program(s) described in the Prospectus (with such changes and additions to such trading program(s) as the Trading Advisor, from time to time, incorporates into its trading program(s) for accounts the size of the Partnership), unless the Trading Advisor is instructed by the General Partner to trade the Partnership's Net Assets pursuant to any one or more of the Trading Advisor's other trading programs described in the ProspectusProgram. (ii) Subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner, within 30 calendar days of a request therefor by the General Partner, with information comparing the performance of the Partnership's account and the performance of all other client accounts directed by the Trading Advisor using the trading programs used by the Trading Advisor for the Partnership Program over a specified period of time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor's clients' identities. The Trading 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 Trading Advisor shall promptly inform the General Partner of any material discrepancies of which the Trading Advisor is becomes aware. 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. (iii) Upon the request of the General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner with all material information concerning the Trading Advisor other than proprietary information (including, without limitation, information relating to changes in control, personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Partnership and not for the account, or at the risk, of the Trading Advisor or any of its stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor within the meaning of the Securities ActAdvisor. All brokerage fees, including give-up fees at rates approved by Morgan Stanley DW, Inc., an affiliate of the General Partner ("Morgxx Xxxnxxx XX"), arising from trading by the Trading Advisor shall be for the account shxxx xx xxx xxx xxcount of the Partnership. The Trading Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) Notwithstanding anything in this Agreement to the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Partnership's account, including including, but not limited to, payment of the floor brokerage commissions, exchange and NFA fees, and other transaction charges and give-up charges incurred on such trades. The Trading Advisor's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders for execution. The Trading Advisor shall not be responsible for errors committed or caused by DWR or Xxxx FuturesMorgan Stanley DW, Inc. Morgan Stanley & Co. Incorporated, an affiliate xx xxx Xxxxxxx Xxrtxxx ("CFIMX&Xx."). In addition, the Trading Advisor shall not be responsible for errors committed ) or caused by any other floor broker or futures commission merchant executing trades unless such other floor broker or futures commission merchant was selected by the Trading Advisor and the Partnership is unable, after reasonable effort, to recover from the floor broker or futures commission merchant any losses or costs resulting from such errors, notwithstanding any give-up agreementtrades. The Trading Advisor shall have an affirmative obligation promptly to notify the General Partner of its own errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the General Partner of any order or trade which that the Trading Advisor reasonably believes was not executed in accordance with its instructions. (e) Prior to the commencement of trading, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization authorization, in the form attached as Exhibit C hereto, appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose.

Duties of the Trading Advisor. (a) Mr. Lerner will use multiple xxxxxxx xpproaches operated by the Trading Advisor in connection with the management of the Partnership's assets. Initially, Mr. Lerner intends to use thxxx xx xxx Trading Advisor's approaches: Vulcan, Argo and Rex. A separate account(s) wxxx be maintained for each trading approach at the Partnership's commodity broker(s). The aggregate amount originally allocated to the Trading Advisor, together with cumulative profits thereon as a result of futures trading, including any interest income earned thereon, less any allocated fees and expenses and adjusted for additions and withdrawals, shall be the "Trading Advisor's Allocated Assets." Management and performance fees paid or accrued, commissions charged, extraordinary expenses, and any other specific liabilities attributable to the account(s) shall be chargeable to such account(s). After consultation with the Trading Advisor, Mr. Lerner may reallocate or xxxxxxxx at any time all or a portion of the Partnership's assets being directed by a particular trading approach of the Trading Advisor and may allocate additional assets of the Partnership to any of the trading approaches or to a new approach of the Trading Advisor. (b) The Trading Advisor hereby agrees to act as Trading Advisor for the Partnership and, as such, shall have sole authority and responsibility for directing determine the investment and reinvestment of the Net Trading Advisor's Allocated Assets of the Partnership on the terms and conditions set forth in this Agreement and in accordance with the prohibitions and trading policies Trading Policies set forth in the current Offering Memorandum for the Partnership and the Trading Advisor's trading approach (which term, for purposes of this Agreement, or shall include trading instructions, methods and systems), as described in the Prospectus or as otherwise provided latest disclosure document filed by the Trading Advisor with the Commodity Futures Trading Commission ("CFTC"). The Trading Advisor shall have sole discretion and use its best efforts in writing to determining independently the investment and reinvestment of the Trading Advisor; provided's Allocated Assets pursuant to the trading approach as so described, however, except that Mr. Lerner may overrule the General Partner may override the instructions xxxxxxxxxxns of the Trading Advisor (i) to the extent necessary (i) to comply with the trading policies of the Partnership and with applicable speculative position limits, (ii) to pay the Partnership's expenses, (iii) to the extent the General Partner that Mr. Lerner believes doing so is necessary xx xxxxxxary or advisable for the protection of the Partnership, or (iviii) to terminate the futures interests trading of the Partnership, or extent otherwise described herein. (vc) to comply with any applicable law or regulation. The General Partner agrees not to override any such instructions for the reasons specified in clause (ii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the General Partner to make the necessary amount of funds available to the Partnership within five calendar days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the General Partner to override instructions of the Trading Advisormay, except to the extent that the Trading Advisor is in breach of this Agreement. In performing services to the Partnership the Trading Advisor may not materially its discretion, alter the its trading program(s) used by the Trading Advisor approach in investing and reinvesting the Partnership's Net Assets in futures interests as described in the Prospectus without the prior written consent of the General Partner, it being understood that changes in the futures interests traded shall not be deemed an alteration in the Trading Advisor's trading program(s). (b) The Allocated Assets, provided that the Trading Advisor shall: (i) Exercise good faith and due care determines that such alteration is in trading futures the best interests for the account of the Partnership in accordance with the prohibitions and trading policies of the Partnership described in the Prospectus and as otherwise provided in writing to the Trading AdvisorPartnership. The Trading Advisor shall trade will give prompt notice in writing to Mr. Lerner of any change (i) xx xxxx xrading approach which the Partnership's Net Assets pursuant Trading Advisor considers to the specified trading program(sbe material, and (ii) described in the Prospectus management or ownership of the Trading Advisor. (with such changes and additions to such trading program(sd) as Neither the Trading Advisor, from time to time, incorporates into its trading program(s) for accounts the size of the Partnership), unless the Trading Advisor is instructed by the General Partner to trade the Partnership's Net Assets pursuant to nor any one employee or more of the Trading Advisor's other trading programs described in the Prospectus. (ii) Subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner, within 30 calendar days of a request therefor by the General Partner, with information comparing the performance of the Partnership's account and the performance of all other client accounts directed by the Trading Advisor using the trading programs used by the Trading Advisor for the Partnership over a specified period of time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor's clients' identities. The Trading 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 Trading Advisor shall promptly inform the General Partner of any material discrepancies of which the Trading Advisor is aware. 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. (iii) Upon request of the General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner with all material information concerning the Trading Advisor other than proprietary information (including, without limitation, information relating to changes in control, personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Partnership and not for the account, or at the risk, officer of the Trading Advisor or any of its stockholders, directors, officers, or employees, or any other person, if any, person who controls the Trading Advisor within shall be liable to Mr. Lerner, the meaning Partnership, xx xxx xxher firm, person or organization under this Agreement except as set forth in Section 9 hereof; it being understood that trading profits recognized or losses incurred on behalf of the Securities Act. All brokerage fees arising from trading by the Trading Advisor Partnership shall be for the account of the Partnership. The Partnership and the Trading Advisor makes no representations as to whether its trading will produce shall not incur any liability for such profits or avoid losseslosses provided the Trading Advisor would not otherwise be liable to the Partnership under the terms hereof. (de) Notwithstanding anything in this Agreement The Partnership or Mr. Lerner will instruct the Xxxxxxxxxip's commodity broker(s) to furnish copies of all trade confirmations and monthly trading reports to the contraryTrading Advisor. On a daily basis after the close of trading, the Trading Advisor shall assume financial responsibility for any errors committed or caused check out with the Partnership's broker(s). The Trading Advisor will maintain a record of all purchase and sale statements furnished to it by it in transmitting orders for the purchase or sale of futures interests Partnership's commodity broker for the Partnership's account, including payment of account with respect to the floor brokerage commissions, exchange and NFA fees, and other transaction charges and give-up charges incurred on such trades. The Trading Advisor's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders for executionthereto. The Trading Advisor shall not be responsible for errors committed or caused by DWR or Xxxx Futures, Inc. ("CFI"). In addition, the Trading Advisor shall not be responsible for errors committed or caused by any other floor broker or futures commission merchant executing trades unless such other floor broker or futures commission merchant was selected by the Trading Advisor and agrees to notify Mr. Lerner immediately of anx xxxxxxxxs with respect to a trade on behalf of the Partnership is unable, after reasonable effort, to recover from the floor broker or futures commission merchant any losses or costs resulting from such errors, notwithstanding any give-up agreement. The Trading Advisor shall have an affirmative obligation promptly and to notify the General Partner of its own errors, and the Trading Advisor shall use its best efforts to identify and Mr. Lerner promptly notify the General Partner of any order or trade oxxxx xx xxade for the Partnership which the Trading Advisor reasonably believes was not executed in accordance with its instructions. (e) Prior to the commencement of trading, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the PartnershipAdvisor's attorney-in-fact for such purposeinstructions to any commodity broker(s).

Duties of the Trading Advisor. (a) The Upon the commencement of trading operations on or about November 1, 2008 by the Trading Advisor with respect to a portion of the assets of the Fund, the Trading Advisor hereby agrees to act as a Trading Advisor for the Partnership Fund and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of that portion of the Fund’s assets that is allocated to the Trading Advisor, which shall consist of the Allocated Net Assets of (as defined in Section 5(c) hereof) plus “notional” funds, if any, allocated to the Partnership Trading Advisor as specified in writing by the Managing Owner and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement, or the Prospectus or Agreement as otherwise amended from time to time and provided in writing to the Trading AdvisorAdvisor by the Managing Owner (the “Trading Policies”); provided, however, that the General Partner may override the instructions of the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership and with applicable speculative position limits, (ii) to pay the Partnership's expenses, (iii) to the extent the General Partner believes doing so is necessary for the protection of the Partnership, (iv) to terminate the futures interests trading of the Partnership, or (v) to comply with any applicable law or regulation. The General Partner agrees not to override any such instructions for the reasons specified in clause (ii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the General Partner to make the necessary amount of funds available to the Partnership within five calendar days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the General Partner to override instructions of the Trading Advisor, except to the extent that the Trading Advisor is in breach of this Agreement. In performing services to the Partnership the Trading Advisor may not materially alter the trading program(s) used by the Trading Advisor in investing and reinvesting the Partnership's Net Assets in futures interests as described in the Prospectus without the prior written consent of the General Partner, it being understood that changes in the futures interests traded shall not be deemed an alteration in the Trading Advisor's trading program(s)., (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Partnership Account in accordance with the prohibitions Trading Policies and trading policies systems, methods, and strategies of the Partnership Trading Advisor described in the Prospectus and as otherwise provided in writing to the Trading Advisor. The Trading Advisor shall trade the Partnership's Net Assets pursuant to the specified trading program(s) described in the Prospectus (Disclosure Document, with such changes and additions to such trading program(s) systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading program(s) approach for accounts of a similar size to the size of the Partnership), unless the Trading Advisor is instructed by the General Partner to trade the Partnership's Net Assets pursuant to any one or more of the Trading Advisor's other trading programs described in the ProspectusAccount. (ii) Subject to reasonable assurances of confidentiality by Provide the General Partner and the Partnership, provide the General PartnerManaging Owner, within 30 calendar 45 days of a request therefor by which the General PartnerManaging Owner may make from time to time, with information comparing the performance of the Partnership's account Account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading programs systems, methods and strategies used by the Trading Advisor for on behalf of the Partnership Account over a specified period of timetime for the purpose of confirming that the Account has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor's ’s clients' ’ identities. The Trading Advisor shall, upon the General Partner's Managing Owner’s request, consult with the General Partner Managing Owner concerning any discrepancies between the performance of such other accounts Other Accounts and the Partnership's accountAccount. The Trading Advisor shall promptly inform the General Partner Managing Owner in writing of any material discrepancies between the performance of Other Accounts and the performance of the Account of which the Trading Advisor is aware. The General Partner Managing Owner acknowledges that the following differences in accounts may cause divergent trading results: different trading programsstrategies, strategies methods or implementation methods may be utilized for different accountsdegrees of leverage, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts that which commence trading at different times, times and accounts which have different portfolios or different fiscal years and that such differences may cause divergent trading resultsyears. (iii) Inform the Managing Owner when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the General Partner and subject to reasonable assurances of confidentiality by the General Partner and the PartnershipManaging Owner, promptly provide the General Partner Managing Owner with all material information concerning the Trading Advisor other than proprietary information and its activities related to the Trading Advisor’s management of the Account reasonably requested by the Managing Owner (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by Additionally, the Trading Advisor will be held in confidence agrees to furnish X.X. X’Xxxxx & Associates, LLC (“RJOB”) by telephone, facsimile or electronic data transmission (i) a final report of all trades at the General Partner, except end of each business day and (ii) a report of any trade made involving a position with a required initial margin equal to the extent necessary to conduct the business 10% or more of the Partnership or as required by law. (iv) Inform the General Partner when Assets within 30 minutes of the Trading Advisor's open positions maintained by ’s receipt of confirmation, verbal or otherwise, from the executing broker that such a trade has been executed. The Trading Advisor exceed further acknowledges and agrees that the Trading Advisor's applicable speculative position limitstimely provision of all such information is of the essence in order to enable the Fund, its designated entities, and RJOB to monitor and comply with mandatory risk control algorithms imposed upon the operation of the Fund. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Partnership Fund and not for the account, or at the risk, risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor within the meaning of the Securities ActAdvisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Partnership. The Trading Advisor makes no representations as to whether its trading will produce profits or avoid lossesFund. (d) Notwithstanding anything in this Agreement Subject to the contrarySection 8(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Partnership's account, including payment of the floor brokerage commissions, exchange and NFA fees, and other transaction charges and give-up charges incurred on such trades. The Trading Advisor's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders for execution. The Trading Advisor shall not be responsible for errors committed or caused by DWR or Xxxx Futures, Inc. ("CFI"). In addition, the Trading Advisor shall not be responsible for errors committed or caused by any other floor broker or futures commission merchant executing trades unless such other floor broker or futures commission merchant was selected by the Trading Advisor and the Partnership is unable, after reasonable effort, to recover from the floor broker or futures commission merchant any losses or costs resulting from such errors, notwithstanding any give-up agreement*. The Trading Advisor shall have an affirmative obligation to promptly to notify the General Partner Managing Owner upon the Trading Advisor’s discovery of its own errorserrors with respect to the Account, and the Trading Advisor shall use its best commercially reasonable efforts to identify and promptly notify the General Partner Managing Owner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructionsinstructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Fund. (e) Prior to the commencement of tradingtrading by the Trading Advisor for the Account, the General Partner Managing Owner, on behalf of the Partnership Fund, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Partnership's Fund’s attorney-in-fact for such purposepurpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Fund, the Trading Advisor shall utilize its Multi Asset Allocation Portfolio (2x-4x) (the “Trading Program”), as described in the Disclosure Document, and as modified from time to time. The Trading Advisor shall give the Managing Owner prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Fund without the Managing Owner’s consent), including any additional futures interests to be traded by the --------------------- * Confidential material redacted and filed separately with the Commission.