Common use of Management of the Partnership Clause in Contracts

Management of the Partnership. The General Partner, to the exclusion of all Limited Partners, shall conduct, control and manage the business of the Partnership, including, without limitation, the investment of the funds of the Partnership. The General Partner may, but is not obliged to, delegate its rights, duties and powers hereunder, including but not limited to the duty to make trading decisions for the Partnership. The General Partner has selected the Advisor to make trading decisions for the Partnership pursuant to a management agreement dated June 30, 2008 by and among the General Partner, the Partnership and the Advisor (the “Management Agreement”). Except as provided herein, no Partner shall be entitled to any salary, draw or other compensation from the Partnership. Each Limited Partner hereby undertakes to advise the General Partner of such additional information as may be deemed by the General Partner to be required or appropriate to open and maintain an account or accounts with commodity brokerage firms for the purpose of trading in commodity futures contracts. Subject to Paragraph 5 hereof, the General Partner may engage in other business activities and shall not be required to refrain from any other activity nor disgorge any profits from any such activity, whether as general partner of additional partnerships for investment in commodity futures contracts or otherwise. The General Partner may engage and compensate on behalf of the Partnership from funds of the Partnership, such persons, firms or corporations, including any affiliated person or entity, as the General Partner in its sole judgment shall deem advisable for the conduct and operation of the business of the Partnership. No person dealing with the General Partner shall be required to determine its authority to make any undertaking on behalf of the Partnership, nor to determine any fact or circumstance bearing upon the existence of its authority. The General Partner shall monitor the trading and performance of any trading advisor for the Partnership and shall not permit the “churning” of the Partnership’s account. The General Partner has been authorized to enter into the Agency Agreement with Citigroup Global Markets Inc. (“CGM”), the Management Agreement with the Advisor, and the Customer Agreement with CGM, each as described in the Memorandum and to cause the Partnership to pay the fees and/or make the allocations described therein and to negotiate agency, customer and management agreements in the future on those or other terms. The General Partner may take such other actions as it deems necessary or desirable to manage the business of the Partnership, including, but not limited to, the following: opening bank accounts with state or national banks; paying, or authorizing the payment of expenses of the Partnership, such as advisory fees, legal and accounting fees, printing and reporting fees, and registration and other fees of governmental agencies; and investing or directing the investment of funds of the Partnership not being utilized as margin deposits. The General Partner shall maintain a list of the names and addresses of, and interests owned by, all Partners, a copy of which shall be furnished to Limited Partners upon request either in person or by mail and upon payment of the cost of reproduction and mailing for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, and such other books and records relating to the business of the Partnership as it deems necessary or advisable at the principal office of the Partnership. The General Partner shall retain such records for a period of not less than six years. The Limited Partners shall be given reasonable access to the books and records of the Partnership for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership. The Partnership shall pay the General Partner a monthly administrative fee in return for its services to the Partnership. The administrative fee shall equal 1/12 of 1/2% (1/2% per year) of month-end adjusted Net Assets of the Partnership. The fee may be increased or decreased at the discretion of the General Partner. For purposes of calculating the administrative fee, adjusted Net Assets are “Net Assets” increased by the current month’s Profit Share allocation accrual and any redemptions or distributions as of the end of such month. Except as provided herein and in the Memorandum, the Partnership shall not enter into any contract with any of its affiliates or with any trading advisor which has a term of more than one year. Except as provided herein and in the Memorandum: (a) no person may receive, directly or indirectly, any advisory fee for investment advice or management who shares or participates in commodity brokerage commissions or fees from transactions for the Partnership; (b) no broker may pay, directly or indirectly, rebates or give ups to any trading advisor; and (c) such prohibitions shall not be circumvented by any reciprocal business arrangements. On loans made available to the Partnership by the General Partner or any of its affiliates, the lender may not receive interest in excess of its interest costs, nor may the lender receive interest in excess of the amounts which would be charged the Partnership (without reference to the lender’s financial abilities or guarantees) by unrelated banks on comparable loans for the same purpose and the lender shall not receive points or other financing charges or fees regardless of the amounts.

Management of the Partnership. The General Partner, to the exclusion of all Limited Partners, shall conduct, control and manage the business of the Partnership, including, without limitation, the investment of the funds of the Partnership. The General Partner may, but is not obliged to, delegate its rights, duties and powers hereunder, including but not limited to (i) the power to select trading advisors and allocate assets among them; and (ii) the duty to make trading decisions for the Partnership. The General Partner has selected the Advisor to make trading decisions for the Partnership pursuant to a management agreement dated June 30, 2008 by and among the General Partner, the Partnership and the Advisor (the “Management Agreement”). Except as provided herein, no Partner shall be entitled to any salary, draw or other compensation from the Partnership. Each Limited Partner hereby undertakes to advise the General Partner of such additional information as may be deemed by the General Partner to be required or appropriate to open and maintain an account or accounts with commodity brokerage firms for the purpose of trading in commodity futures contracts. The Partnership shall pay the General Partner a monthly fee equal to 1/24 of 1% (0.5% per year) of month-end Net Assets. Subject to Paragraph 5 hereof, the General Partner may engage in other business activities and shall not be required to refrain from any other activity nor disgorge any profits from any such activity, whether as general partner of additional partnerships for investment in commodity futures contracts or otherwise. The General Partner may engage and compensate on behalf of the Partnership from funds of the Partnership, such persons, firms or corporations, including any affiliated person or entity, as the General Partner in its sole judgment shall deem advisable for the conduct and operation of the business of the Partnership. No person dealing with the General Partner shall be required to determine its authority to make any undertaking on behalf of the Partnership, nor to determine any fact or circumstance bearing upon the existence of its authority. The General Partner shall monitor the trading and performance of any trading advisor for the Partnership and shall not permit the “churning” of the Partnership’s account. The General Partner has been authorized to enter into the Agency Customer Agreement with Citigroup Global Markets Inc. (“CGM”), the Management Agreement with the Advisor, and the Customer Agreement with CGM, each as described in the Memorandum and to cause the Partnership to pay CGM the brokerage fees and/or make the allocations described therein and to negotiate agency, customer and management agreements in the future on those or other terms. The General Partner may take such other actions as it deems necessary or desirable to manage the business of the Partnership, including, but not limited to, the following: opening bank accounts with state or national banks; paying, or authorizing the payment of expenses of the Partnership, such as advisory fees, legal and accounting fees, printing and reporting fees, and registration and other fees of governmental agencies; and investing or directing the investment of funds of the Partnership not being utilized as margin deposits. The General Partner shall maintain a list of the names and addresses of, and interests owned by, all Partners, a copy of which shall be furnished to Limited Partners upon request either in person or by mail and upon payment of the cost of reproduction and mailing for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, and such other books and records relating to the business of the Partnership as it deems necessary or advisable at the principal office of the Partnership. The General Partner shall retain such records for a period of not less than six years. The Limited Partners Partners, shall be given reasonable access to the books and records of the Partnership for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership. The Partnership shall pay the General Partner a monthly administrative fee in return for its services to the Partnership. The administrative fee shall equal 1/12 of 1/2% (1/2% per year) of month-end adjusted Net Assets of the Partnership. The fee may be increased or decreased at the discretion of the General Partner. For purposes of calculating the administrative fee, adjusted Net Assets are “Net Assets” increased by the current month’s Profit Share allocation accrual and any redemptions or distributions as of the end of such month. Except as provided herein and in the Memorandum, the Partnership shall not enter into any contract with any of its affiliates or with any trading advisor which has a term of more than one year. Except as provided herein and in the Memorandum: (a) no person may receive, directly or indirectly, any advisory fee for investment advice or management who shares or participates in commodity brokerage commissions or fees from transactions for the Partnership; (b) no broker may pay, directly or indirectly, rebates or give ups to any trading advisor; and (c) such prohibitions shall not be circumvented by any reciprocal business arrangements. On loans made available to the Partnership by the General Partner or any of its affiliates, the lender may not receive interest in excess of its interest costs, nor may the lender receive interest in excess of the amounts which would be charged the Partnership (without reference to the lender’s financial abilities or guarantees) by unrelated banks on comparable loans for the same purpose and the lender shall not receive points or other financing charges or fees regardless of the amounts.

Management of the Partnership. The General Partner, to the exclusion of all Limited Partners, shall conduct, control and manage the business of the Partnership, including, without limitation, the investment of the funds of the Partnership. The General Partner may, but is not obliged to, delegate its rights, duties and powers hereunder, including but not limited to the duty to make trading decisions for the Partnership. The General Partner has selected the Advisor to make trading decisions for the Partnership pursuant to a management agreement dated June 30, 2008 by and among the General Partner, the Partnership and the Advisor (the “Management Agreement”). Except as provided herein, no Partner shall be entitled to any salary, draw or other compensation from the Partnership. Each Limited Partner hereby undertakes to advise the General Partner of such additional information as may be deemed by the General Partner to be required or appropriate to open and maintain an account or accounts with commodity brokerage firms for the purpose of trading in commodity futures contracts. Subject to Paragraph 5 hereof, the General Partner may engage in other business activities and shall not be required to refrain from any other activity nor disgorge any profits from any such activity, whether as general partner of additional partnerships for investment in commodity futures contracts or otherwise. The General Partner may engage and compensate on behalf of the Partnership from funds of the Partnership, such persons, firms or corporations, including any affiliated person or entity, as the General Partner in its sole judgment judgment, shall deem advisable for the conduct and operation of the business of the Partnership. No person dealing with the General Partner shall be required to determine its authority to make any undertaking on behalf of the Partnership, nor to determine any fact or circumstance bearing upon the existence of its authority. The General Partner shall monitor the trading and performance of any trading advisor for the Partnership and shall not permit the “churning” of the Partnership’s account. The General Partner has been authorized to enter into the Agency Agreement with Citigroup Global Markets Inc. (“CGM”)) and Mxxxxx Sxxxxxx Xxxxx Bxxxxx LLC, the Management Agreement with the Advisor, and as well as the Customer Agreement with CGM, each as CGM described in the Memorandum Memorandum, and to cause the Partnership to pay the fees and/or make the allocations described therein and to negotiate agencyadditional agency and customer agreements with other brokers or futures commission merchants, customer and management agreements including Mxxxxx Sxxxxxx & Co. LLC or its affiliates, in the future on those or other terms. The General Partner may take such other actions as it deems necessary or desirable to manage the business of the Partnership, including, but not limited to, the following: opening bank accounts with state or national banks; paying, or authorizing the payment of expenses of the Partnership, such as advisory and incentive fees, legal and accounting fees, printing and reporting fees, and registration and other fees of governmental agencies; and investing or directing the investment of funds of the Partnership not being utilized as margin deposits. The General Partner shall maintain a list of the names and addresses of, and interests owned by, all Partners, a copy of which shall be furnished to Limited Partners upon request either in person or by mail and upon payment of the cost of reproduction and mailing for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, and such other books and records relating to the business of the Partnership as it deems necessary or advisable at the principal office of the Partnership. The General Partner shall retain such records for a period of not less than six years. The Limited Partners shall be given reasonable access to the books and records of the Partnership for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership. The Partnership shall pay the General Partner a monthly administrative fee in return for its services to the Partnership. The administrative fee shall equal 1/12 of 1/2% (1/2% per year) of month-end adjusted Net Assets of the Partnership. The fee may be increased or decreased at the discretion of the General Partner. For purposes of calculating the administrative fee, adjusted Net Assets are “Net Assets” increased by the current month’s Profit Share allocation accrual incentive fee accruals, advisory fees, administrative fees and any redemptions or distributions as of the end of such month. Except as provided herein and in the Memorandum, the Partnership shall not enter into any contract with any of its affiliates or with any trading advisor which has a term of more than one year. Except as provided herein and in the Memorandum: (a) no person may receive, directly or indirectly, any advisory or incentive fee for investment advice or management who shares or participates in commodity brokerage commissions or fees from transactions for the Partnership; (b) no broker may pay, directly or indirectly, rebates or give ups to any trading advisor; and (c) such prohibitions shall not be circumvented by any reciprocal business arrangements. On loans made available to the Partnership by the General Partner or any of its affiliates, the lender may not receive interest in excess of its interest costs, nor may the lender receive interest in excess of the amounts which would be charged the Partnership (without reference to the lender’s financial abilities or guarantees) by unrelated banks on comparable loans for the same purpose and the lender shall not receive points or other financing charges or fees regardless of the amounts.

Management of the Partnership. The General Partner, to the exclusion of all Limited Partners, shall conduct, control and manage the business of the Partnership, including, without limitation, the investment of the funds of the Partnership. The General Partner may, but is not obliged to, delegate its rights, duties and powers hereunder, including but not limited to the duty to make trading decisions for the Partnership. The General Partner has selected the Advisor XxxxXxxxx Capital, L.P. to make trading decisions for the Partnership pursuant to a management an advisory agreement dated June 30, 2008 by and among the General Partner, the Partnership and the Advisor (the “Management Advisory Agreement”). Except as provided herein, no Partner shall be entitled to any salary, draw or other compensation from the Partnership. Each Limited Partner hereby undertakes to advise the General Partner of such additional information as may be deemed by the General Partner to be required or appropriate to open and maintain an account or accounts with commodity brokerage firms for the purpose of trading in commodity futures contracts. Subject to Paragraph 5 hereof, the General Partner may engage in other business activities and shall not be required to refrain from any other activity nor disgorge any profits from any such activity, whether as general partner of additional partnerships for investment in commodity futures contracts or otherwise. The General Partner may engage and compensate on behalf of the Partnership from funds of the Partnership, such persons, firms or corporations, including any affiliated person or entity, as the General Partner in its sole judgment shall deem advisable for the conduct and operation of the business of the Partnership. No person dealing with the General Partner shall be required to determine its authority to make any undertaking on behalf of the Partnership, nor to determine any fact or circumstance bearing upon the existence of its authority. The General Partner shall monitor the trading and performance of any trading advisor for the Partnership and shall not permit the “churning” of the Partnership’s account. The General Partner has been authorized to enter into the Agency Agreement with Citigroup Global Markets Inc. (“CGM”), the Management Advisory Agreement with the Advisor, and the Customer Agreement with CGM, each as described in the Memorandum and to cause the Partnership to pay the fees and/or make the allocations described therein and to negotiate agency, customer and management advisory agreements in the future on those or other terms. The General Partner may take such other actions as it deems necessary or desirable to manage the business of the Partnership, including, but not limited to, the following: opening bank accounts with state or national banks; paying, or authorizing the payment of expenses of the Partnership, such as advisory fees, legal and accounting fees, printing and reporting fees, and registration and other fees of governmental agencies; and investing or directing the investment of funds of the Partnership not being utilized as margin deposits. The General Partner shall maintain a list of the names and addresses of, and interests owned by, all Partners, a copy of which shall be furnished to Limited Partners upon request either in person or by mail and upon payment of the cost of reproduction and mailing for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, and such other books and records relating to the business of the Partnership as it deems necessary or advisable at the principal office of the Partnership. The General Partner shall retain such records for a period of not less than six years. The Limited Partners Partners, shall be given reasonable access to the books and records of the Partnership for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership. The Partnership shall pay the General Partner a monthly administrative fee in return for its services to the Partnership. The administrative fee shall equal 1/12 of 1/2% (1/2% per year) of month-end adjusted Net Assets of the Partnership. The fee may be increased or decreased at the discretion of the General Partner. For purposes of calculating the administrative fee, adjusted Net Assets are “Net Assets” increased by the current month’s Profit Share allocation accrual and any redemptions or distributions as of the end of such month. Except as provided herein and in the Memorandum, the Partnership shall not enter into any contract with any of its affiliates or with any trading advisor which has a term of more than one year. Except as provided herein and in the Memorandum: (a) no person may receive, directly or indirectly, any advisory fee for investment advice or management who shares or participates in commodity brokerage commissions or fees from transactions for the Partnership; (b) no broker may pay, directly or indirectly, rebates or give ups to any trading advisor; and (c) such prohibitions shall not be circumvented by any reciprocal business arrangements. On loans made available to the Partnership by the General Partner or any of its affiliates, the lender may not receive interest in excess of its interest costs, nor may the lender receive interest in excess of the amounts which would be charged the Partnership (without reference to the lender’s financial abilities or guarantees) by unrelated banks on comparable loans for the same purpose and the lender shall not receive points or other financing charges or fees regardless of the amounts.

Management of the Partnership. The General Partner, to the exclusion of all Limited Partners, shall conduct, control and manage the business of the Partnership, including, without limitation, the investment of the funds of the Partnership. The General Partner may, but is not obliged to, delegate its rights, duties and powers hereunder, including but not limited to the duty to make trading decisions for the Partnership. The General Partner has initially selected the Advisor Graham Capital Management, L.P. to make trading decisions for the Partnership Partxxxxxxp pursuant to a management agreement dated June 30, 2008 by and among the General Partner, the Partnership and the Advisor (the “Management Agreement”). Except as provided herein, no Partner shall be entitled to any salary, draw or other compensation from the Partnership. Each Limited Partner hereby undertakes to advise the General Partner of such additional information as may be deemed by the General Partner to be required or appropriate to open and maintain an account or accounts with commodity brokerage firms for the purpose of trading in commodity futures contracts. Subject to Paragraph 5 hereof, the General Partner may engage in other business activities and shall not be required to refrain from any other activity nor disgorge any profits from any such activity, whether as general partner of additional partnerships for investment in commodity futures contracts or otherwise. The General Partner may engage and compensate on behalf of the Partnership from funds of the Partnership, such persons, firms or corporations, including any affiliated person or entity, as the General Partner in its sole judgment shall deem advisable for the conduct and operation of the business of the Partnership. No person dealing with the General Partner shall be required to determine its authority to make any undertaking on behalf of the Partnership, nor to determine any fact or circumstance bearing upon the existence of its authority. The General Partner shall monitor the trading and performance of any trading advisor for the Partnership and shall not permit the “"churning” " of the Partnership’s 's account. The General Partner has been is authorized to enter into the Agency Customer Agreement with Citigroup Global Markets Inc. (“CGM”), and the Management Agreement with the AdvisorGraham Capital Management, and the Customer Agreement with CGML.P., each as described in the Memorandum and to axx xx cause the Partnership to pay the fees and/or make the allocations described therein and to negotiate agency, customer and management agreements in the future on those or other terms. The General Partner may take such other actions as it deems necessary or desirable to manage the business of the Partnership, including, but not limited to, the following: opening bank accounts with state or national banks; paying, or authorizing the payment of expenses of the Partnership, such as advisory fees, legal and accounting fees, printing and reporting fees, and registration and other fees of governmental agencies; and investing or directing the investment of funds of the Partnership not being utilized as margin deposits. The General Partner shall maintain a list of the names and addresses of, and interests owned by, all Partners, a copy of which shall be furnished to Limited Partners upon request either in person or by mail and upon payment of the cost of reproduction and mailing for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, and such other books and records relating to the business of the Partnership as it deems necessary or advisable at the principal office of the Partnership. The General Partner shall retain such records for a period of not less than six years. The Limited Partners Partners, shall be given reasonable access to the books and records of the Partnership for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership. The Partnership shall pay the General Partner a monthly administrative fee in return for its services to the Partnership. The administrative fee shall equal 1/12 of 1/2% (1/2% per year) of month-end adjusted Net Assets of the Partnership. The fee may be increased or decreased at the discretion of the General Partner. For purposes of calculating the administrative fee, adjusted Net Assets are “"Net Assets” " increased by the current month’s 's Profit Share allocation accrual and any redemptions or distributions as of the end of such month. Except as provided herein and in the Memorandum, the Partnership shall not enter into any contract with any of its affiliates or with any trading advisor which has a term of more than one year. Except as provided herein and in the Memorandum: (a) no person may receive, directly or indirectly, any advisory fee for investment advice or management who shares or participates in commodity brokerage commissions or fees from transactions for the Partnership; (b) no broker may pay, directly or indirectly, rebates or give ups to any trading advisor; and (c) such prohibitions shall not be circumvented by any reciprocal business arrangements. On loans made available to the Partnership by the General Partner or any of its affiliates, the lender may not receive interest in excess of its interest costs, nor may the lender receive interest in excess of the amounts which would be charged the Partnership (without reference to the lender’s 's financial abilities or guarantees) by unrelated banks on comparable loans for the same purpose and the lender shall not receive points or other financing charges or fees regardless of the amounts.

Management of the Partnership. The General Partner, to the exclusion of all Limited Partners, shall conduct, control and manage the business of the Partnership, including, without limitation, the investment of the funds of the Partnership. The General Partner may, but is not obliged to, delegate its rights, duties and powers hereunder, including but not limited to the duty to make trading decisions for the Partnership. The General Partner has selected the Advisor XxxxXxxxx Capital, L.P. to make trading decisions for the Partnership pursuant to a management an advisory agreement dated June 30, 2008 by and among the General Partner, the Partnership and the Advisor (the “Management Advisory Agreement”). Except as provided herein, no Partner shall be entitled to any salary, draw or other compensation from the Partnership. Each Limited Partner hereby undertakes to advise the General Partner of such additional information as may be deemed by the General Partner to be required or appropriate to open and maintain an account or accounts with commodity brokerage firms for the purpose of trading in commodity futures contracts. Subject to Paragraph 5 hereof, the General Partner may engage in other business activities and shall not be required to refrain from any other activity nor disgorge any profits from any such activity, whether as general partner of additional partnerships for investment in commodity futures contracts or otherwise. The General Partner may engage and compensate on behalf of the Partnership from funds of the Partnership, such persons, firms or corporations, including any affiliated person or entity, as the General Partner in its sole judgment shall deem advisable for the conduct and operation of the business of the Partnership. No person dealing with the General Partner shall be required to determine its authority to make any undertaking on behalf of the Partnership, nor to determine any fact or circumstance bearing upon the existence of its authority. The General Partner shall monitor the trading and performance of any trading advisor for the Partnership and shall not permit the “churning” of the Partnership’s account. The General Partner has been authorized to enter into the Agency Agreement with Citigroup Global Markets Inc. (“CGM”), the Management Advisory Agreement with the Advisor, Advisor and the Customer Agreement with CGM, each as described in the Memorandum and to cause the Partnership to pay the fees and/or make the allocations described therein and to negotiate agency, advisory and customer and management agreements in the future on those or other terms. The General Partner may take such other actions as it deems necessary or desirable to manage the business of the Partnership, including, but not limited to, the following: opening bank accounts with state or national banks; paying, or authorizing the payment of expenses of the Partnership, such as advisory fees, legal and accounting fees, printing and reporting fees, and registration and other fees of governmental agencies; and investing or directing the investment of funds of the Partnership not being utilized as margin deposits. The General Partner shall maintain a list of the names and addresses of, and interests owned by, all Partners, a copy of which shall be furnished to Limited Partners upon request either in person or by mail and upon payment of the cost of reproduction and mailing for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, and such other books and records relating to the business of the Partnership as it deems necessary or advisable at the principal office of the Partnership. The General Partner shall retain such records for a period of not less than six years. The Limited Partners Partners, shall be given reasonable access to the books and records of the Partnership for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership. The Partnership shall pay the General Partner a monthly administrative fee in return for its services to the Partnership. The administrative fee shall equal 1/12 of 1/2% (1/2% per year) of month-end adjusted Net Assets of the Partnership. The fee may be increased or decreased at the discretion of the General Partner. For purposes of calculating the administrative fee, adjusted Net Assets are “Net Assets” increased by the current month’s Profit Share allocation accrual and any redemptions or distributions as of the end of such month. Except as provided herein and in the Memorandum, the Partnership shall not enter into any contract with any of its affiliates or with any trading advisor which has a term of more than one year. Except as provided herein and in the Memorandum: (a) no person may receive, directly or indirectly, any advisory fee for investment advice or management who shares or participates in commodity brokerage commissions or fees from transactions for the Partnership; (b) no broker may pay, directly or indirectly, rebates or give ups to any trading advisor; and (c) such prohibitions shall not be circumvented by any reciprocal business arrangements. On loans made available to the Partnership by the General Partner or any of its affiliates, the lender may not receive interest in excess of its interest costs, nor may the lender receive interest in excess of the amounts which would be charged the Partnership (without reference to the lender’s financial abilities or guarantees) by unrelated banks on comparable loans for the same purpose and the lender shall not receive points or other financing charges or fees regardless of the amounts.

Management of the Partnership. The General Partner, to the exclusion of all Limited Partners, shall conduct, control and manage the business of the Partnership, including, without limitation, the investment of the funds of the Partnership. The General Partner may, but is not obliged to, delegate its rights, duties and powers hereunder, including but not limited to (i) the power to select trading advisors and allocate assets among them; and (ii) the duty to make trading decisions for the Partnership. The General Partner has selected the Advisor to make trading decisions for the Partnership pursuant to a management agreement dated June 30, 2008 by and among the General Partner, the Partnership and the Advisor (the “Management Agreement”). Except as provided herein, no Partner shall be entitled to any salary, draw or other compensation from the Partnership. Each Limited Partner hereby undertakes to advise the General Partner of such additional information as may be deemed by the General Partner to be required or appropriate to open and maintain an account or accounts with commodity brokerage firms for the purpose of trading in commodity futures contracts. The Partnership shall pay the General Partner a monthly fee equal to 1/24 of 1% (0.5% per year) of month-end Net Assets. Subject to Paragraph 5 hereof, the General Partner may engage in other business activities and shall not be required to refrain from any other activity nor disgorge any profits from any such activity, whether as general partner of additional partnerships for investment in commodity futures contracts or otherwise. The General Partner may engage and compensate on behalf of the Partnership from funds of the Partnership, such persons, firms or corporations, including any affiliated person or entity, as the General Partner in its sole judgment shall deem advisable for the conduct and operation of the business of the Partnership. No person dealing with the General Partner shall be required to determine its authority to make any undertaking on behalf of the Partnership, nor to determine any fact or circumstance bearing upon the existence of its authority. The General Partner shall monitor the trading and performance of any trading advisor for the Partnership and shall not permit the “‘‘churning” ’’ of the Partnership’s account. The General Partner has been is authorized to enter into the Agency Agreement with Citigroup Global Markets Inc. (“CGM”), the Management Agreement with the Advisor, and the Customer Agreement with CGM, each as described in the Memorandum and to cause the Partnership to pay CGM the brokerage fees and/or make the allocations described therein and to negotiate agency, customer and management agreements in the future on those or other terms. The General Partner may take such other actions as it deems necessary or desirable to manage the business of the Partnership, including, but not limited to, the following: opening bank accounts with state or national banks; paying, or authorizing the payment of expenses of the Partnership, such as advisory fees, legal and accounting fees, printing and reporting fees, and registration and other fees of governmental agencies; and investing or directing the investment of funds of the Partnership not being utilized as margin deposits. The General Partner shall maintain a list of the names and addresses of, and interests owned by, all Partners, a copy of which shall be furnished to Limited Partners upon request either in person or by mail and upon payment of the cost of reproduction and mailing for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, and such other books and records relating to the business of the Partnership as it deems necessary or advisable at the principal office of the Partnership. The General Partner shall retain such records for a period of not less than six years. The Limited Partners Partners, shall be given reasonable access to the books and records of the Partnership for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership. The Partnership shall pay the General Partner a monthly administrative fee in return for its services to the Partnership. The administrative fee shall equal 1/12 of 1/2% (1/2% per year) of month-end adjusted Net Assets of the Partnership. The fee may be increased or decreased at the discretion of the General Partner. For purposes of calculating the administrative fee, adjusted Net Assets are “Net Assets” increased by the current month’s Profit Share allocation accrual and any redemptions or distributions as of the end of such month. Except as provided herein and in the Memorandum, the Partnership shall not enter into any contract with any of its affiliates or with any trading advisor which has a term of more than one year. Except as provided herein and in the Memorandum: (a) no person may receive, directly or indirectly, any advisory fee for investment advice or management who shares or participates in commodity brokerage commissions or fees from transactions for the Partnership; (b) no broker may pay, directly or indirectly, rebates or give ups to any trading advisor; and (c) such prohibitions shall not be circumvented by any reciprocal business arrangements. On loans made available to the Partnership by the General Partner or any of its affiliates, the lender may not receive interest in excess of its interest costs, nor may the lender receive interest in excess of the amounts which would be charged the Partnership (without reference to the lender’s financial abilities or guarantees) by unrelated banks on comparable loans for the same purpose and the lender shall not receive points or other financing charges or fees regardless of the amounts.

Management of the Partnership. The General Partner, to the exclusion of all Limited Partners, shall conduct, control and manage the business of the Partnership, including, without limitation, the investment of the funds of the Partnership. The General Partner may, but is not obliged to, delegate its rights, duties and powers hereunder, including but not limited to (i) the power to select trading advisors and allocate assets among them; and (ii) the duty to make trading decisions for the Partnership. The General Partner has selected the Advisor to make trading decisions for the Partnership pursuant to a management agreement dated June 30, 2008 by and among the General Partner, the Partnership and the Advisor (the “Management Agreement”). Except as provided herein, no Partner shall be entitled to any salary, draw or other compensation from the Partnership. Each Limited Partner hereby undertakes to advise the General Partner of such additional information as may be deemed by the General Partner to be required or appropriate to open and maintain an account or accounts with commodity brokerage firms for the purpose of trading in commodity futures contracts. The Partnership shall pay the General Partner a monthly fee equal to 1/12 of 1% (1% per year) of month-end Net Assets per Class for each outstanding Class. Subject to Paragraph 5 hereof, the General Partner may engage in other business activities and shall not be required to refrain from any other activity nor disgorge any profits from any such activity, whether as general partner of additional partnerships for investment in commodity futures contracts or otherwise. The General Partner may engage and compensate on behalf of the Partnership from funds of the Partnership, such persons, firms or corporations, including any affiliated person or entity, as the General Partner in its sole judgment shall deem advisable for the conduct and operation of the business of the Partnership. No person dealing with the General Partner shall be required to determine its authority to make any undertaking on behalf of the Partnership, nor to determine any fact or circumstance bearing upon the existence of its authority. The General Partner shall monitor the trading and performance of any trading advisor for the Partnership and shall not permit the “churning” of the Partnership’s account. The General Partner has been authorized to enter into the Agency Customer Agreement with Citigroup Global Markets Inc. Xxxxxx Xxxxxxx & Co. LLC (“CGMMS&Co.”), the Management Agreement with the Advisor, and the Customer Agreement with CGM, each as described in the Memorandum and to cause the Partnership to pay MS&Co. the fees and/or make the allocations described therein and to negotiate agency, customer and management agreements in the future on those or other terms. The General Partner may take such other actions as it deems necessary or desirable to manage the business of the Partnership, including, but not limited to, the following: opening bank accounts with state or national banks; paying, or authorizing the payment of expenses of the Partnership, such as advisory fees, legal and accounting fees, printing and reporting fees, and registration and other fees of governmental agencies; and investing or directing the investment of funds of the Partnership not being utilized as margin deposits. The General Partner shall maintain a list of the names and addresses of, and interests owned by, all Partners, a copy of which shall be furnished to Limited Partners upon request either in person or by mail and upon payment of the cost of reproduction and mailing for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, and such other books and records relating to the business of the Partnership as it deems necessary or advisable at the principal office of the Partnership. The General Partner shall retain such records for a period of not less than six years. The Limited Partners shall be given reasonable access to the books and records of the Partnership for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership. The Partnership shall pay the General Partner a monthly administrative fee in return for its services to the Partnership. The administrative fee shall equal 1/12 of 1/2% (1/2% per year) of month-end adjusted Net Assets of the Partnership. The fee may be increased or decreased at the discretion of the General Partner. For purposes of calculating the administrative fee, adjusted Net Assets are “Net Assets” increased by the current month’s Profit Share allocation accrual and any redemptions or distributions as of the end of such month. Except as provided herein and in the Memorandum, the Partnership shall not enter into any contract with any of its affiliates or with any trading advisor which has a term of more than one year. Except as provided herein and in the Memorandum: (a) no person may receive, directly or indirectly, any advisory fee for investment advice or management who shares or participates in commodity brokerage commissions or fees from transactions for the Partnership; (b) no broker may pay, directly or indirectly, rebates or give give-ups to any trading advisor; and (c) such prohibitions shall not be circumvented by any reciprocal business arrangements. On loans made available to the Partnership by the General Partner or any of its affiliates, the lender may not receive interest in excess of its interest costs, nor may the lender receive interest in excess of the amounts which would be charged the Partnership (without reference to the lender’s financial abilities or guarantees) by unrelated banks on comparable loans for the same purpose and the lender shall not receive points or other financing charges or fees regardless of the amounts.