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, commencing July 1, 2007, for directing the investment and reinvestment of the Net Assets of the Partnership, which initially shall be traded pursuant to its trading program, the Global Portfolio, as described in the Trading Advisor's Disclosure Document dated November 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 Exhibit A hereto, 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 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. 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. In performing services for the Partnership, the Trading Advisor may not materially alter or change the Trading 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, provided that such futures interests are listed in Exhibit B hereto, shall not be deemed an alteration in the Trading 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 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 Trading Program. (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 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 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. All brokerage fees, including give-up fees at rates approved by Morgan Stanley & Co. Incorporated, an affiliate of the General Partxxx ("MX&Xx."), 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, 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 MS&Co. or any other floor broker or futures commission merchant executing trades. 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 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, 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 a Trading Advisor for the Partnership and, as such, shall have sole authority and responsibility, commencing July on or about December 1, 2007, 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 trading program, the Global PortfolioAspect Diversified Program, as described in the Trading Advisor's Disclosure Document dated November 27, 2006 (as amended or supplemented, the "Disclosure Document")Prospectus, and may be subsequently traded pursuant to such other of the Trading Advisor's programs described in the Disclosure Document, Prospectus as agreed to by the General Partner may agree 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), (collectively, the "Trading Program") on the terms and conditions and in accordance with the prohibitions and trading policies set forth in Exhibit A hereto, the 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 this AgreementExhibit A hereto, the Prospectus, 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 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, (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 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. 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. In performing services for the Partnership, the Trading Advisor may not materially alter or change the Trading 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, provided that such futures interests are listed in on Exhibit B heretohereto or are otherwise approved in writing by the General Partner (as set forth in Section 10(a)(iii) hereof), shall not be deemed an alteration in the Trading 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, 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 Trading Program. (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 Program Aspect Diversified Fund 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 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, Partner and shall not be used for any other purpose 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 AdvisorAdvisor within the meaning of the Securities Act. All brokerage fees, including give-up fees at rates approved by Morgan Stanley & Co. Incorporated, an affiliate of the General Partxxx ("MX&XxMS&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. The Partnership and the General Partner acknowledge that past performance of accounts managed by the Trading Advisor are not necessarily indicative of future results. (di) Notwithstanding anything in this Agreement to the contrary, the Trading Advisor shall assume financial responsibility for any trading errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Partnership's account, where any single trading error has occurred as a direct result of human error, including, but not limited to, payment involving the inputting of trading signals improperly or the floor brokerage commissionscommunication of orders for execution incorrectly ("Trading Errors"), exchange provided that the Trading Advisor shall not have financial responsibility for any Trading Error unless that Trading Error causes a loss to the Partnership's account equal to or greater than six basis points (0.06%) of allocated Net Assets or such other amount as agreed pursuant to Section 2(d)(ii) hereof (the "Material Loss"), such Material Loss being determined by the Trading Advisor, acting reasonably and NFA feesin good faith, and other transaction charges and give-up charges incurred on such trades. The in accordance with the Trading Advisor's errors shall includeallocation policy. (ii) The Trading Advisor and the Partnership may agree to adjust the Material Loss amount, but not from time to time in the future, both acting reasonably and in good faith and taking into account factors such as the size of the Partnership's account, applicable exchange rates and any other factors that either the Trading Advisor or the Partnership deem to be limited to, inputting improper trading signals or communicating incorrect orders for execution. relevant at the appropriate time. (iii) The Trading Advisor shall not be liable for any errors other than Trading Errors in accordance with Section 2(d)(i) hereof, except for an error resulting in a loss to the Partnership's account that is directly caused by an act or omission of the Trading Advisor or its employees, directors or officers which constitutes willful misconduct or negligence or is the result of any such person not having acted in good faith and in the reasonable belief that such acts or omissions were in, or not opposed to, the best interests of the Partnership. (iv) The Trading Advisor shall not be financially responsible for errors committed or caused by MS&Co. or any other executing broker, floor broker or futures commission merchant executing trades, or any clearing broker. The Trading Advisor shall have an affirmative obligation promptly to notify the General Partner of its own errorsany Trading Error which has resulted in a Material Loss as defined in Section 2(d)(i) hereof and any error subject to Section 2(d)(iii) hereof, and the Trading Advisor shall use its best efforts to identify and promptly notify the General Partner of any order or trade that the Trading Advisor reasonably believes was not executed by any executing broker 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, in the form attached as Exhibit C hereto, appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose. (f) The Partnership and the General Partner, and not the Trading Advisor, shall have the sole and exclusive authority and responsibility with regard to the investment, maintenance and management of the Partnership's assets other than in respect of the Trading Advisor's trading of its allocated portion of the Partnership's Net Assets in futures interests.

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, commencing July 1, 2007, responsibility for directing the investment and reinvestment of its allocable share of the Net Assets of the Partnership, Partnership which shall initially shall be traded pursuant to equally among its trading program, the Global Portfolio, as described in the Diversified Program at 150% leverage and its Graham Selective Trading Advisor's Disclosure Document dated November 27, 2006 program at 150% leverage (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 ProgramProxxxxx") on the terms and conditions and in accordance with the prohibitions and trading policies set forth in Exhibit A hereto, the Limited Partnership Agreement Prospectus, 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 Prospectus and the Limited Partnership Agreement and as otherwise provided in writing to the Trading AdvisorAgreement, and with applicable speculative position limits, (ii) to fund any distributions, redemptions or reappointments among other trading advisors 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 (iiiii) 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. 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. In performing services for the Partnership, the Trading Advisor may not materially alter or change the trading programs used by the Trading Program Advisor in investing and reinvesting its allocable share of the Partnership's Net Assets in futures interests as described in the Prospectus 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, provided that such futures interests are listed in Exhibit B hereto, traded shall not be deemed an alteration in the Trading Program. (b) Advisor's trading programs. 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 Limited Partnership Agreement Prospectus 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 programs described in the Prospectus (with such changes and additions to such trading programs as the Trading Program. (iiAdvisor, 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 its allocated portion of the Partnership's Net Assets pursuant to any one or more of the Trading Advisor's other trading programs described in the Prospectus. 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 Program 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 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. . In performing services to the Partnership, the Trading Advisor shall utilize the Trading Programs as described in the Prospectus and as modified from time to time. The Trading Advisor shall give the General Partner prior written notice of any change in the Trading Programs that the Trading Advisor deems to be material (c) and shall not effect such change on behalf of the Partnership without the General Partner's consent), it being understood that changes in the futures interests traded, provided that such futures interests are listed in Exhibit B hereto, shall not be deemed an alteration in the Trading Programs. 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 AdvisorAdvisor within the meaning of the Securities Act. All brokerage feesfee, including give-up fees at rates approved by Morgan Stanley & Co. Incorporated, an affiliate of the General Partxxx ("MX&Xx."), DW arising from trading by the Trading Advisor shall be for the account xx xxr xxx xxxxxnt 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, 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 Morgan Stanley DW, Morgan Stanley & Co., Incorporated ("MS&Co. .") or any other floor broker or futures xxx xtxxx xxxxx brxxxx xr xxxxxxs commission merchant executing trades. The Trading Advisor shall have an affirmative obligation to 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 that 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, authorization in the form attached hereto as Exhibit C hereto, appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose. Designation of Additional Trading Advisors and Reallocation of Net Assets. If the General Partner at any time deems it to be in the best interests of the Partnership, the General Partner may designate an additional trading advisor or advisors for the Partnership and may apportion to such additional trading advisor(s) the management of such amounts of Net Assets as the General Partner shall determine in its absolute discretion. The designation of an additional trading advisor or advisors or replacement of any trading advisor for the Partnership by the General Partner shall not require any approval of any existing trading advisor (including the Trading Advisor). The designation and retention of an additional trading advisor or replacement trading advisor or advisors and the apportionment of Net Assets to any such trading advisor(s) pursuant to this Section 3 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the Partnership, the General Partner and the Trading Advisor hereunder with respect to the assets that remain under the management of the Trading Advisor. In the event that an additional trading advisor is so designated, the Trading Advisor shall thereafter receive management and incentive fees based, respectively, on that portion of the Net Assets managed by the Trading Advisor and that portion of the Trading Profits (as defined in Section 6(c) hereof) properly attributable to the trading done by the Trading Advisor. The General Partner may at any time and from time to time upon two business days' prior notice reallocate Net Assets allocated to the Trading Advisor to any other trading advisor or advisors of the Partnership or allocate additional Net Assets upon two business days' prior notice to the Trading Advisor from such other trading advisor or advisors; provided that any such addition to or withdrawal from Net Assets allocated to the Trading Advisor of the Net Assets will only take place on the last day of a month unless the General Partner determines that the best interest of the Partnership require otherwise.

Duties of the Trading Advisor. (a) The Upon the commencement of trading operations on or about March 1, 2010 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, commencing July 1, 2007, responsibility for directing the investment and reinvestment of its allocated portion of the Net Assets of the Partnership, Partnership which initially shall be traded pursuant to its trading program, the Global Portfolio, Quantitative Strategies 2X Program as described in the Trading Advisor's Disclosure Document written materials provided to the General Partner, including the DKR Fusion Quantitative Strategies 2X Fund Ltd. Confidential Memorandum dated November 27, 2006 as of February (as amended or supplemented, the "Disclosure DocumentDocuments") (with the acknowledgment from the parties hereto, that from time to time, the performance and portfolio of the account traded on behalf of the Partnership may differ from that of the Quantitative Strategies 2X Program as agreed to by the General Partner and the Trading Advisor), and may be subsequently traded pursuant to such other of the Trading Advisor's ’s programs described in the Disclosure Document, Document as agreed to by the General Partner may agree 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 and for trades that are permitted for the Partnership), (collectively, the "“Trading Program"”) on the terms and conditions and in accordance with the prohibitions and trading policies set forth in Exhibit A hereto, 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 without notice to the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership, as described in this AgreementExhibit A hereto, and the Limited Partnership Agreement 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 ’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 two business days of such request. 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 such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the General Partner’s decision to override an instruction. In performing services for the Partnership, the Trading Advisor may not materially alter or change the Trading 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 ’s consent), and it being understood that changes in the futures interests traded, provided that such futures interests are listed in on Exhibit B heretohereto or are otherwise approved in writing by the General Partner (as set forth in Section 10(a)(iii) hereof), shall not be deemed an alteration in the Trading 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 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 ’s Net Assets pursuant to the Trading Program. (ii) Subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner, within 30 45 days of the end of a calendar quarter, and within 45 days of a separate request therefor by which the General PartnerPartner may make from time to time, with information comparing the performance of the Partnership's ’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the Trading 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 ’s clients' ’ identities. The Trading Advisor shall, upon the General Partner's ’s request, consult with the General Partner concerning any discrepancies between the performance of such other accounts Other Accounts and the Partnership's ’s account. The Trading Advisor shall promptly inform the General Partner of any material discrepancies of which the Trading Advisor becomes is aware. The General Partner acknowledges that the following differences in accounts may cause divergent results: different trading programs, strategies strategies, implementation methods, degrees of leverage, or implementation methods may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, 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 resultsyears. (iii) 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. (iv) 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 and its activities reasonably requested by the General Partner (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 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 affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading AdvisorAdvisor within the meaning of the Securities Act. All brokerage fees, including give-up fees at rates approved by Morgan Stanley Xxxxxx Xxxxxxx & Co. Incorporated, an affiliate of the General Partxxx Incorporated ("MX&Xx“MS&Co."), ”) (or any additional or subsequent brokers) 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 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 ’s account, including, but not limited to, payment to the commodity brokers, as provided in Section 5 hereof, of the floor brokerage commissions, exchange and NFA fees, and other transaction charges and give-up charges incurred by the commodity brokers on such tradestrades but only for the amount of the commodity brokers’ out of pocket costs in respect thereof. The Trading Advisor's ’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders for executionto the commodity brokers, as described in Section 5. The Trading Advisor shall not be responsible for errors committed or caused by MS&Co. or any other floor broker or futures commission merchant executing trades. The Trading Advisor shall have an affirmative obligation promptly to notify the General Partner upon discovery of its own errorserrors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the General Partner of any order or trade that the Trading Advisor reasonably believes was not executed in accordance with its instructionsinstructions to the commodity brokers. (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, authorization in the form attached as Exhibit C hereto, appointing the Trading Advisor the Partnership's ’s attorney-in-fact for such purpose.