Common use of Offering and Sale of Units Clause in Contracts

Offering and Sale of Units. (a) The Selling Agent is hereby appointed the principal selling agent of the Fund (although as described herein it is contemplated that certain Additional Selling Agents (including those introduced to the Selling Agent by Wholesalers), Wholesalers and Correspondents may also market Units provided each of such Additional Selling Agents, Wholesalers and Correspondents is duly registered as a broker-dealer in each jurisdiction in which such person markets Units) during the term herein specified for the purpose of finding acceptable subscribers for the Fund through a public offering. The Initial Public Offering Period shall continue until the first full month after the Registration Statement has been declared effective (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning of each month, as determined by the General Partner (the "Ongoing Public Offering Period"; such subsequent sale dates being hereinafter referred to as "Subsequent Public Closing Times"). The Initial Public Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject to the performance by the General Partner of all its obligations to be performed hereunder, and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker and the Trading Advisor contained herein, the Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Public Offering Period to find acceptable subscribers for the Units at a public offering price of 101% of Net Asset Value (including the 1% organizational charge referred to below), each subscriber being required to make a minimum subscription of at least $10,000, except for (i) trustees or custodians of eligible tax-exempt accounts and individual retirement accounts and (ii) Limited Partners subscribing for additional Units, where the minimum subscription is $5,000. It is understood that the Selling Agent's agreement to use its best efforts to find acceptable subscribers for the Units shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers which may be offered or sold during the Public Offering Period.

Offering and Sale of Units. (a) The Lead Selling Agent is hereby appointed the principal selling agent of the Fund (although as described herein it is contemplated that certain Trust during the term specified for the purpose of finding acceptable Additional Selling Agents (including those introduced to the Selling Agent by Wholesalers), Wholesalers and Correspondents may also market Units provided each of such Additional Selling Agents, Wholesalers and Correspondents is that are duly registered as a broker-dealer in each jurisdiction in which such person broker-dealer will markets Units) during the term herein specified for the purpose of finding acceptable subscribers for the Fund through a public offering. The Initial Public Offering Period shall continue until the first full month after the Registration Statement has been declared effective (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning close of business on the last day of each month, as determined by month on a continuous basis until the General Partner maximum amount of Units that are registered are sold (the "Ongoing Public Offering Period"; such subsequent sale dates being hereinafter referred to as "''Subsequent Public Closing Times"). The Initial Public Managing Owner may terminate the Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject at any time subject to the performance by the General Partner Managing Owner of all its obligations to be performed hereunder, and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker Managing Owner and the Trading Advisor JWH contained herein, the Lead Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Public Offering Period to find acceptable retain qualified Additional Selling Agents to procure subscribers for the Units at a public offering price of 101% of the current net asset value (the Net Asset Value (including the 1% organizational charge referred to below)Value") per Unit, with each such subscriber procured by said Additional Selling Agents being required to make a minimum subscription of subscribe for at least $10,0005,000 of Units, except for (i) $2,000 of Units in the case of trustees or custodians of eligible tax-exempt accounts employee benefit plans and individual retirement accounts and $1,000 of Units in the case of existing holders of Units (ii) Limited Partners subscribing for additional Units, where the minimum subscription is $5,000"Unitholders"). It is understood that the Lead Selling Agent's agreement to use its best efforts to find acceptable subscribers Additional Selling Agents for the Units shall not prevent it from acting as in a selling agent or underwriter similar capacity for the securities of other issuers which may be offered or sold during the Public Offering Period. The agency of the Lead Selling Agent hereunder shall continue, subject to the provisions of Section 13 of this Agreement, for such period as the Lead Selling Agent and the Managing Owner shall agree upon.

Offering and Sale of Units. (a) The Selling Agent is hereby appointed the principal selling agent of as a Principal Selling Agent for the Fund (although as described herein the Fund will engage the other Principal Selling Agents and it is contemplated that certain various Additional Selling Agents (including those introduced to the Selling Agent by Wholesalers), Wholesalers and Correspondents also may also market Units provided each of such Additional Selling Agents, Wholesalers and Correspondents is duly registered as a broker-dealer in each jurisdiction in which such person markets Units) during the term herein specified for the purpose of finding acceptable subscribers for the Fund Units through a public offeringoffering of such Units. The Initial Public Offering Period shall continue until the first full month after the Registration Statement has been declared effective (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning of each month, as determined by the General Partner (the "Ongoing Public Offering Period"; such subsequent sale dates being hereinafter referred to as "Subsequent Public Closing Times"). The Initial Public Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject to the performance by the General Partner of all its obligations to be performed hereunder, hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker and the Trading Advisor Partner contained herein, the Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Public Offering Period to find acceptable subscribers for the Units at a public offering price of 101% of Net Asset Value (including the 1% organizational charge referred to below), each subscriber being required to make a minimum subscription of at least $10,000, except for (i) trustees or custodians of eligible tax-exempt accounts and individual retirement accounts and (ii) Limited Partners subscribing for additional Units, where provided that there is no minimum number of Units for which the minimum subscription is $5,000Selling Agent agrees to find subscribers. It is understood that the Selling Agent's agreement to use its best efforts to find acceptable subscribers for the Units shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers which issuers, including affiliates of the Selling Agent, that may be offered or sold during the Public Offering Periodterm hereof. The agency of the Selling Agent hereunder shall continue until the expiration or termination of this Agreement as provided herein, including such additional period as may be required to effect a final closing of the sale of the Units subscribed for through the date of such termination. All subscriptions are subject to acceptance or rejection, in whole or in part in the General Partner's sole discretion, and no compensation shall be due hereunder in respect of rejected subscriptions. The Selling Agent acknowledges that the Units are divided into separate Classes each of which is open for investment only by certain subscribers as follows and as described in the Prospectus, or otherwise in the General Partner's discretion. Class A Units are reserved for: (i) current Limited Partners who purchased beneficial interests in the Fund during the private offering of the Fund's interests ("EXISTING LIMITED PARTNERS"); and (ii) new subscribers subscribing for the requisite minimum subscription amount as described below. Class B Units are reserved for new subscribers generally. The minimum initial subscription amount for Class A Units for new subscribers is $200,000. The minimum initial subscription amount for Class A Units for Existing Limited Partners is $15,000, except for Existing Limited Partners that are employee benefit plans or individual retirement accounts, for which the minimum initial subscription amount is $5,000. The minimum additional subscription amount for Class A Units for all Limited Partners is $15,000, except for Limited Partners that are employee benefit plans or individual retirement accounts, for which the minimum additional subscription amount is $5,000. The minimum initial subscription amount for Class B Units is $10,000, except for subscribers that are employee benefit plans or individual retirement accounts, for which the minimum initial subscription amount is $5,000. The minimum additional subscription amount for Class B Units for all Limited Partners is $2,000. The foregoing minimum subscription requirements are subject to any higher or different minimum subscription requirements that may be imposed by certain state securities regulators, as may be set forth in the Subscription Requirements attached as Appendix C to the Prospectus. No upfront sales commission will be payable to the Selling Agent in connection with its sales of any Class A Units. With respect to sales of Class B Units, the General Partner agrees to pay, from its own funds, an upfront sales commission to the Selling Agent equal to 3.5% of the Net Asset Value per Unit (as defined in the Limited Partnership Agreement) of each Class B Unit sold by the Selling Agent at each Closing Date. The General Partner shall pay the upfront sales commission with respect to any sale of Class B Units due to the Selling Agent within fifteen (15) business days of the applicable Closing Date. The Selling Agent agrees that it will promptly pass on to its Registered Representatives that portion of the upfront sales commissions received from the General Partner for its sale of Class B Units to which such Registered Representatives are entitled pursuant to the Selling Agent's standard compensation procedures, as determined by the Selling Agent from time to time.

Offering and Sale of Units. (a) The Lead Selling Agent is hereby appointed the principal selling agent of the Fund Trust (although as described herein it is contemplated that certain Additional Selling Agents (Agents, including those introduced to the Lead Selling Agent by Wholesalers), Wholesalers and Correspondents may also market Units Units, provided each of such Additional Selling Agents, Wholesalers and Correspondents is duly registered as a broker-dealer in each jurisdiction in which such person markets Units) during the term herein specified for the purpose of finding acceptable subscribers for the Fund up to $200,000,000 of Units through a public offering. The Initial Public Offering Period shall continue until through July 3, 1997 or such other date not more than three months thereafter as may be determined by the first full month after the Registration Statement has been declared effective Managing Owner (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning close of business on the last day of each month, as determined by the General Partner Managing Owner (the "Ongoing Public Offering Period"; such subsequent sale dates being hereinafter referred to as "Subsequent Public Closing Times"). The Initial Public Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject to the performance by the General Partner Managing Owner of all its obligations to be performed hereunder, and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker Managing Owner and the Trading Advisor JWH contained herein, the Lead Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Public Offering Period to find acceptable subscribers for the Units at a public offering price of 101% of $100 per Unit during the Initial Offering Period, and at Net Asset Value (including per Unit during the 1% organizational charge referred to below)Ongoing Offering Period, each subscriber being required to make a minimum subscription of subscribe for at least $10,0005,000 of Units, except for (i) $2000 of Units in the case of trustees or custodians of eligible tax-exempt accounts employee benefit plans and individual retirement accounts and (ii) Limited Partners $1,000 of Units in the case of Unitholders subscribing for additional Units, where the minimum subscription is $5,000. It is understood that the Lead Selling Agent's agreement to use its best efforts to find acceptable subscribers for the Units shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers which may be offered or sold during the Public Offering Period. The agency of the Lead Selling Agent hereunder shall continue at least until the close of business on December 31, 1997, as the Lead Selling Agent and the Managing Owner shall agree upon.

Offering and Sale of Units. (a) The Subject to the terms and conditions and on the basis of the representations, warranties and covenants set forth herein, the Selling Agent is hereby appointed as a Selling Agent for the principal selling agent of the Fund Trust (although as described herein it is contemplated that certain Additional Selling Agents (including those introduced to the Selling Agent by Wholesalers), Wholesalers additional selling agents and certain Correspondents may also market Units provided each of such Additional Selling Agents, Wholesalers and Correspondents is duly registered as a broker-dealer in each jurisdiction in which such person markets Units) during the term herein specified for the purpose of finding acceptable subscribers sub-scribers for the Fund Units through a public offeringoffering of such Units. The Initial Public Offering Period shall continue until the first full month after the Registration Statement has been declared effective (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning of each month, as determined by the General Partner (the "Ongoing Public Offering Period"; such subsequent sale dates being hereinafter referred to as "Subsequent Public Closing Times"). The Initial Public Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject to the performance by the General Partner of all its obligations to be performed hereunder, and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker and the Trading Advisor contained herein, the Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Public Offering Period to find acceptable subscribers sub-scribers for the Units at a public offering price of 101% of Net Asset Value (including the 1% organizational charge referred to below), each subscriber being required to make a minimum subscription of at least $10,000, except for (i) trustees or custodians of eligible tax-exempt accounts and individual retirement accounts and (ii) Limited Partners subscribing for additional Units, where the minimum subscription is $5,000. It is understood that the Selling Agent's agreement to use its best efforts to find acceptable subscribers for the Units shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers issuers, including affiliates, which may be offered or sold during the Public term hereof. The agency of the Selling Agent hereunder shall continue until the expiration or termination of this Agreement as provided herein, including such additional period as may be required to effect a final closing of the sale of the Units subscribed for through the date of such termination. Each subscriber shall be required to submit a minimum aggregate subscription of at least $5,000 ($2,000 for trustees or custodians of eligible employee benefit plans and individual retirement accounts and existing Unitholders making additional investments), subject to the higher minimum requirements imposed by certain state regulators as set forth in Exhibit B to the Prospectus. Incremental investments are permitted in $100 multiples, with Units being sold in fractions calculated to three decimal places; provided, however, that each subscriber will be required to submit a minimum subscription of at least $500 for each Series to which such subscriber subscribes. During the Initial Offering Period and the Continuous Offering Period, all Selling Agent branch offices will be required to forward subscriptions to the Managing Owner no later than noon of the first Business Day following receipt of an acceptable subscription agreement from a subscriber for Units (each, a "Subscriber"). The Managing Owner shall have sole responsibility for determining whether Subscribers are qualified to become Limited Owners in the Trust and for accepting subscriptions and determining their validity. The Selling Agent agrees to use its best efforts to cause Subscribers to prepare their subscriptions in proper form. The Selling Agent shall deposit the subscription proceeds from the sale of Units in each Series (the "Proceeds") during the Initial Offering Period in the escrow account and sub-account corresponding to such Series at JPMorgan Chase Bank, New York, NY (the "Escrow Agent"), for txx xxxxxxxx xxxxxxx xx xxx Xxxxxxibers of such Series not later than the second Business Day following the receipt by the Managing Owner of completed subscription agreements accompanied by such Proceeds. Proceeds will be transferred to the escrow account and sub-account at the Escrow Agent by check from the Subscriber or via wire transfer from the Subscriber's account. The Managing Owner will determine whether to accept or reject all subscriptions within two (2) Business Days following receipt of subscription documents from the Selling Agent. Upon notification by the Managing Owner to the Escrow Agent that a subscription for Units of a Subscriber has been rejected, for whatever reason, or in the event that the Subscriber rescinds its subscription in conformity with the requirements of the North American Securities Administrators Association Inc. Guidelines for Registration of Commodity Pool Programs, the Escrow Agent shall by check or wire transfer return any Proceeds held in escrow, excluding any interest thereon, to the payor of such Proceeds. The Escrow Agent shall make interest payments to the Trust to be retained by the Trust for the benefit of all investors in the applicable Series of Units by delivering a check in the amount equal to the interest allocable by Series to each Subscriber. If subscriptions for the minimum number of Units in a Series set forth in the Prospectus (after taking into account the Managing Owner's contribution) have not been made by the conclusion of the Initial Offering Period for a Series, then all Proceeds deposited in the escrow account designated for that Series, excluding any interest thereon, shall be returned (in the same way described above in the case of a rejected or rescinded subscription) to the payor of such Proceeds on a pro rata basis (and taking into account the amount and time of deposit), no later than ten (10) Business Days after the termination of the Initial Offering Period for the affected Series, or as soon thereafter as practicable if payment cannot be made in such time period. During the Continuous Offering Period, the Managing Owner also will determine whether to accept or reject all subscriptions received and will do so (1) within two (2) Business Days following receipt from the Selling Agent of a "Request for Exchange" (in the form attached to the Prospectus as Exhibit C) or the "Subscription Agreement" (in the form attached to the Prospectus as Exhibit B) with respect to a Limited Owner in an existing Series and (2) within two (2) Business Days following receipt of subscription documents from the Selling Agent for a new Subscriber. For subscriptions which are accepted, Proceeds will be transferred to the Escrow Agent by check from the Subscriber or via wire transfer from the Subscriber's account. For an existing Limited Owner, such transfer will occur on the first Business Day which first follows the date on which the Managing Owner accepts the subscription. For a new Subscriber, such transfer will occur on the second Business Day after the subscription documents are delivered by the Subscriber to the Selling Agent (or an Additional Seller). At the Initial Closing Time for a Series, and thereafter on each subsequent closing date with respect to that Series, the acceptance, delivery, and receipt of subscriptions for Units will be subject to the terms and conditions set forth in this Agreement, including, but not limited to, (1) the payment of the full subscription price for Units and delivery of a properly completed Subscription Agreement/Power of Attorney by each Subscriber; (2) the fact that a new Subscriber's subscription will not be final and binding until two (2) Business Days following the Subscriber's delivery of his subscription documents to the Selling Agent (or an Additional Seller), and (3) compliance with Section 7 hereof. Upon the satisfaction of such terms and conditions, the aggregate subscription price for Units (inclusive of any interest earned on such subscriptions while held in escrow which will be retained by the Trust for the benefit of all investors in the applicable Series of Units) will be paid and delivered to the Trust in accordance with the Escrow Agreement. The Selling Agent agrees that it will not take any of the following action against the Trust: (1) seek a decree or order by a court having jurisdiction in the premises (A) for relief in respect of the Trust in an involuntary case or proceeding under the Federal Bankruptcy Code or any other federal or state bankruptcy, insolvency, reorganization, rehabilitation, liquidation or similar law or (B) adjudging the Trust a bankrupt or insolvent, or seeking reorganization, rehabilitation, liquidation, arrangement, adjustment or composition of or in respect of the Trust under the Federal Bankruptcy Code or any other applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or of any substantial part of any of its properties, or ordering the winding up or liquidation of any of its affairs, (2) seek a petition for relief, reorganization or to take advantage of any law referred to in the preceding clause; or (3) file an involuntary petition for bankruptcy (collectively "Bankruptcy or Insolvency Action"). In addition, the Selling Agent agrees that for any obligations due and owing to it by any Series, the Selling Agent will look solely and exclusively to the assets of such Series or the Managing Owner, if it has liability in its capacity as Managing Owner, to satisfy its claims and will not seek to attach or otherwise assert a claim against the other assets of the Trust, whether or not there is a Bankruptcy or Insolvency Action taken. The parties agree that this provision will survive the termination of this Agreement, whether terminated in a Bankruptcy or Insolvency Action or otherwise. This Agreement has been made and executed by and on behalf of the Trust and the Managing Owner and the obligations of the Trust and/or the Managing Owner set forth herein are not binding upon any of the Limited Owners individually but are binding only upon the assets and property identified above and no resort shall be had to the assets of other Series issued by the Trust or the Limited Owners' personal property for the satisfaction of any obligation or claim hereunder.

Offering and Sale of Units. (a) The Lead Selling Agent is hereby appointed the principal selling agent of the Fund (although as described herein it is contemplated that certain Trust during the term specified for the purpose of finding acceptable Additional Selling Agents (including those introduced to the Selling Agent by Wholesalers), Wholesalers and Correspondents may also market Units provided each of such Additional Selling Agents, Wholesalers and Correspondents is that are duly registered as a broker-dealer in each jurisdiction in which such person broker-dealer will markets Units) during the term herein specified for the purpose of finding acceptable subscribers for the Fund through a public offering. The Initial Public Offering Period shall continue until the first full month after the Registration Statement has been declared effective (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning close of business on the last day of each month, as determined by month on a continuous basis until the General Partner maximum amount of Units that are registered are sold (the "Ongoing Public “Offering Period"”; such subsequent sale dates being hereinafter referred to as "Subsequent Public and the date of each Closing, each a ‘‘Closing Times"Time”). The Initial Public Managing Owner may terminate the Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject at any time subject to the performance by the General Partner Managing Owner of all its obligations to be performed hereunder, and to . Based on the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker and the Trading Advisor Managing Owner contained herein, the Lead Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Public Offering Period to find acceptable retain qualified Additional Selling Agents to procure subscribers for the Units at a public offering price of 101% of the current net asset value (the Net Asset Value (including the 1% organizational charge referred to below)Value”) per Unit, with each such subscriber procured by said Additional Selling Agents being required to make a minimum subscription of subscribe for at least $10,0005,000 of Units, except for (i) $2,000 of Units in the case of trustees or custodians of eligible tax-exempt accounts employee benefit plans and individual retirement accounts and $1,000 of Units in the case of existing holders of Units (ii) Limited Partners subscribing for additional Units, where the minimum subscription is $5,000“Unitholders”). It is understood that the Lead Selling Agent's ’s agreement to use its best efforts to find acceptable subscribers Additional Selling Agents for the Units shall not prevent it from acting as in a selling agent or underwriter similar capacity for the securities of other issuers which may be offered or sold during the Public Offering Period. The agency of the Lead Selling Agent hereunder shall continue, subject to the provisions of Section 10 of this Agreement, for such period as the Lead Selling Agent and the Managing Owner shall agree upon.

Offering and Sale of Units. (a) The Subject to the terms and conditions and on the basis of the representations, warranties and covenants set forth herein, the Selling Agent is hereby appointed as a Selling Agent for the principal selling agent of the Fund Trust (although as described herein it is contemplated that certain Additional Selling Agents (including those introduced to the Selling Agent by Wholesalers), Wholesalers additional selling agents and certain Correspondents may also market Units provided each of such Additional Selling Agents, Wholesalers and Correspondents is duly registered as a broker-dealer in each jurisdiction in which such person markets Units) during the term herein specified for the purpose of finding acceptable subscribers for the Fund Units through a public offeringoffering of such Units. The Initial Public Offering Period shall continue until the first full month after the Registration Statement has been declared effective (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning of each month, as determined by the General Partner (the "Ongoing Public Offering Period"; such subsequent sale dates being hereinafter referred to as "Subsequent Public Closing Times"). The Initial Public Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject to the performance by the General Partner of all its obligations to be performed hereunder, and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker and the Trading Advisor contained herein, the Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Public Offering Period to find acceptable subscribers for the Units at a public offering price of 101% of Net Asset Value (including the 1% organizational charge referred to below), each subscriber being required to make a minimum subscription of at least $10,000, except for (i) trustees or custodians of eligible tax-exempt accounts and individual retirement accounts and (ii) Limited Partners subscribing for additional Units, where the minimum subscription is $5,000. It is understood that the Selling Agent's agreement to use its best efforts to find acceptable subscribers for the Units shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers issuers, including affiliates, which may be offered or sold during the Public term hereof. The agency of the Selling Agent hereunder shall continue until the expiration or termination of this Agreement as provided herein, including such additional period as may be required to effect a final closing of the sale of the Units subscribed for through the date of such termination. Each subscriber shall be required to submit a minimum aggregate subscription of at least $5,000 ($2,000 for trustees or custodians of eligible employee benefit plans and individual retirement accounts and existing Unitholders making additional investments), subject to the higher minimum requirements imposed by certain state regulators as set forth in Exhibit B to the Prospectus. Incremental investments are permitted in $100 multiples, with Units being sold in fractions calculated to three decimal places; provided, however, that each subscriber will be required to submit a minimum subscription of at least $500 for each Series to which such subscriber subscribes. During the Initial Offering Period, all Selling Agent branch offices will be required to forward subscriptions to the Managing Owner no later than noon of the first Business Day following receipt of an acceptable subscription agreement from a subscriber for Units (each, a "Subscriber") and during the Continuous Offering Period all Selling Agent branch offices will be required to forward subscriptions to the Managing Owner no later than 10:00 a.m., New York City time, on the fifth Business Day prior to the last day of each month. The Managing Owner shall have sole responsibility for determining whether Subscribers are qualified to become Limited Owners in the Trust and for accepting subscriptions and determining their validity. The Selling Agent agrees to use its best efforts to cause Subscribers to prepare their subscriptions in proper form. The Selling Agent shall deposit the subscription proceeds from the sale of Units in each Series (the "Proceeds") during the Initial Offering Period in the escrow account and sub-account corresponding to such Series at JPMorgan Chase Bank, New York, NY (the "Escrow Agent"), for the xxxxxxxx xxxxxxx xx xxx Xxxxxxxbers of such Series not later than the second Business Day following the receipt by the Managing Owner of completed subscription agreements accompanied by such Proceeds. Proceeds will be transferred to the escrow account and sub-account at the Escrow Agent by check from the Subscriber or via wire transfer from the Subscriber's account. The Managing Owner will determine whether to accept or reject all subscriptions within two (2) Business Days following receipt of subscription documents from the Selling Agent. Upon notification by the Managing Owner to the Escrow Agent that a subscription for Units of a Subscriber has been rejected, for whatever reason, or in the event that the Subscriber rescinds its subscription in conformity with the requirements of the North American Securities Administrators Association Inc. Guidelines for Registration of Commodity Pool Programs, the Escrow Agent shall by check or wire transfer return any Proceeds held in escrow, excluding any interest thereon, to the payor of such Proceeds. The Escrow Agent shall make interest payments to the Trust to be retained by the Trust for the benefit of all investors in the applicable Series of Units by delivering a check in the amount equal to the interest allocable by Series to each Subscriber. If subscriptions for the minimum number of Units in a Series set forth in the Prospectus (after taking into account the Managing Owner's contribution) have not been made by the conclusion of the Initial Offering Period for a Series, then all Proceeds deposited in the escrow account designated for that Series, excluding any interest thereon, shall be returned (in the same way described above in the case of a rejected or rescinded subscription) to the payor of such Proceeds on a pro rata basis (and taking into account the amount and time of deposit), no later than ten (10) Business Days after the termination of the Initial Offering Period for the affected Series, or as soon thereafter as practicable if payment cannot be made in such time period. During the Continuous Offering Period, the Managing Owner also will determine whether to accept or reject all subscriptions received and will do so (1) within two (2) Business Days following receipt from the Selling Agent of a "Request for Exchange" (in the form attached to the Prospectus as Exhibit C) or the "Subscription Agreement" (in the form attached to the Prospectus as Exhibit B) with respect to a Limited Owner in an existing Series and (2) within two (2) Business Days following receipt of subscription documents from the Selling Agent for a new Subscriber. For subscriptions which are accepted, Proceeds will be transferred to the Escrow Agent by check from the Subscriber or via wire transfer from the Subscriber's account. For an existing Limited Owner, such transfer will occur on the first Business Day which first follows the date on which the Managing Owner accepts the subscription. For a new Subscriber, such transfer will occur on the second Business Day after the subscription documents are delivered by the Subscriber to the Selling Agent (or an Additional Seller). At the Initial Closing Time for a Series, and thereafter on each subsequent closing date with respect to that Series, the acceptance, delivery, and receipt of subscriptions for Units will be subject to the terms and conditions set forth in this Agreement, including, but not limited to, (1) the payment of the full subscription price for Units and delivery of a properly completed Subscription Agreement/Power of Attorney by each Subscriber; (2) the fact that a new Subscriber's subscription will not be final and binding until two (2) Business Days following the Subscriber's delivery of his subscription documents to the Selling Agent (or an Additional Seller), and (3) compliance with Section 7 hereof. Upon the satisfaction of such terms and conditions, the aggregate subscription price for Units (inclusive of any interest earned on such subscriptions while held in escrow which will be retained by the Trust for the benefit of all investors in the applicable Series of Units) will be paid and delivered to the Trust in accordance with the Escrow Agreement. The Selling Agent agrees that it will not take any of the following action against the Trust: (1) seek a decree or order by a court having jurisdiction in the premises (A) for relief in respect of the Trust in an involuntary case or proceeding under the federal Bankruptcy Code or any other federal or state bankruptcy, insolvency, reorganization, rehabilitation, liquidation or similar law or (B) adjudging the Trust a bankrupt or insolvent, or seeking reorganization, rehabilitation, liquidation, arrangement, adjustment or composition of or in respect of the Trust under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or of any substantial part of any of its properties, or ordering the winding up or liquidation of any of its affairs, (2) seek a petition for relief, reorganization or to take advantage of any law referred to in the preceding clause; or (3) file an involuntary petition for bankruptcy (collectively "Bankruptcy or Insolvency Action"). In addition, the Selling Agent agrees that for any obligations due and owing to it by any Series, the Selling Agent will look solely and exclusively to the assets of such Series or the Managing Owner, if it has liability in its capacity as Managing Owner, to satisfy its claims and will not seek to attach or otherwise assert a claim against the other assets of the Trust, whether or not there is a Bankruptcy or Insolvency Action taken. The parties agree that this provision will survive the termination of this Agreement, whether terminated in a Bankruptcy or Insolvency Action or otherwise. This Agreement has been made and executed by and on behalf of the Trust and the Managing Owner and the obligations of the Trust and/or the Managing Owner set forth herein are not binding upon any of the Limited Owners individually but are binding only upon the assets and property identified above and no resort shall be had to the assets of other Series issued by the Trust or the Limited Owners' personal property for the satisfaction of any obligation or claim hereunder.

Offering and Sale of Units. (a) The Lead Selling Agent is hereby appointed the principal selling agent of the Fund (although as described herein it is contemplated that certain Trust during the term specified for the purpose of finding acceptable Additional Selling Agents (including those introduced to the Selling Agent by Wholesalers), Wholesalers and Correspondents may also market Units provided each of such Additional Selling Agents, Wholesalers and Correspondents is that are duly registered as a broker-dealer in each jurisdiction in which such person broker-dealer will markets Units) during the term herein specified for the purpose of finding acceptable subscribers for the Fund through a public offering. The Initial Public Offering Period shall continue until the first full month after the Registration Statement has been declared effective (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning close of business on the last day of each month, as determined by monthon a continuous basis until the General Partner maximum amount of Units that are registered are sold (the "Ongoing Public “Offering Period"”; such subsequent sale dates being hereinafter referred to as "“Subsequent Public Closing Times"”). The Initial Public Managing Owner may terminate the Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject at any time subject to the performance by the General Partner Managing Owner of all its obligations to be performed hereunder, and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker Managing Owner and the Trading Advisor JWH contained herein, the Lead Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Public Offering Period to find acceptable retain qualified Additional Selling Agents to procure subscribers for the Units at a public offering price of 101% of the current net asset value (the “Net Asset Value (including the 1% organizational charge referred to below)Value”) per Unit, with each such subscriber procured by said Additional Selling Agents being required to make a minimum subscription of subscribe for at least $10,0005,000 of Units, except for (i) $2,000 of Units in the case of trustees or custodians of eligible tax-exempt accounts employee benefit plans and individual retirement accounts and $1,000 of Units in the case of existing holders of Units (ii) Limited Partners subscribing for additional Units, where the minimum subscription is $5,000“Unitholders”). It is understood that the Lead Selling Agent's ’s agreement to use its best efforts to find acceptable subscribers Additional Selling Agents for the Units shall not prevent it from acting as in a selling agent or underwriter similar capacity for the securities of other issuers which may be offered or sold during the Public Offering Period. The agency of the Lead Selling Agent hereunder shall continue, subject to the provisions of Section 13 of this Agreement, for such period as the Lead Selling Agent and the Managing Owner shall agree upon.

Offering and Sale of Units. (a) The Additional Selling Agent is hereby appointed the principal selling agent of the Fund (although as described herein it is contemplated that certain a non-exclusive Additional Selling Agents (including those introduced to Agent for the Selling Agent by Wholesalers), Wholesalers and Correspondents may also market Units provided each of such Additional Selling Agents, Wholesalers and Correspondents is duly registered as a broker-dealer in each jurisdiction in which such person markets Units) Partnership during the term herein specified for the purpose of finding acceptable subscribers for the Fund Units through a public offeringoffering of such Units. The Initial Public Offering Period shall continue until the first full month after the Registration Statement has been declared effective (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning of each month, as determined by the General Partner (the "Ongoing Public Offering Period"; such subsequent sale dates being hereinafter referred to as "Subsequent Public Closing Times"). The Initial Public Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject to the performance by the General Partner of all its obligations to be performed hereunder, hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker and the Trading Advisor Partner contained herein, the Additional Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Public Offering Period to find acceptable subscribers for the Units at a public offering price of 101% of Net Asset Value (including the 1% organizational charge referred to below), each subscriber being required to make a minimum subscription of at least $10,000, except for (i) trustees or custodians of eligible tax-exempt accounts and individual retirement accounts and (ii) Limited Partners subscribing for additional Units, where provided that there is no minimum number of Units for which the minimum subscription is $5,000Selling Agent agrees to find subscribers. It is understood that the Additional Selling Agent's agreement to use its best efforts to find acceptable subscribers for the Units shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers issuers, including affiliates, which may be offered or sold during the Public Offering Periodterm hereof. The agency of the Additional Selling Agent hereunder shall continue until the expiration or termination of this Agreement, as provided herein, including such additional period as may be required to effect a final closing of the sale of the Units subscribed 5 for through the Additional Selling Agent through the date of termination. All subscriptions are subject to acceptance or rejection, in whole or in part in the General Partner's sole discretion, and no compensation shall be due hereunder in respect of rejected subscriptions. Each subscriber shall be required to submit a minimum subscription of at least $10,000 ($3,000 for individual retirement accounts; $2,500 for existing Limited Partners making additional investments), subject to the higher minimum requirements imposed by certain state regulators as set forth in Exhibit B to the Prospectus. Units shall be sold in fractions calculated to three decimal places. The General Partner agrees to pay, from its own funds, to the Additional Selling Agent an upfront selling commission of $30 per Unit on each Unit sold by the Additional Selling Agent at the Initial Closing (3% of the Net Asset Value per Unit on each Unit sold at each Additional Closing) each as defined in Section 2(e) hereof. The Additional Selling Agent agrees that it will promptly pass on to its Registered Representatives that portion of the upfront selling commissions received from the General Partner to which such Registered Representatives are entitled pursuant to the Additional Selling Agent's standard compensation procedures, as determined by the Additional Selling Agent from time to time.

Offering and Sale of Units. (a) The Selling Agent is hereby appointed as the principal selling agent of Selling Agent for the Fund Partnership (although as described herein it is contemplated that certain Additional Selling Agents (including those introduced to the Selling Agent by Wholesalers), Wholesalers and Correspondents may also market Units provided each of such Additional Selling Agents, Wholesalers and Correspondents is duly registered as a broker-dealer in each jurisdiction in which such person markets Units) during the term herein specified for the purpose of finding acceptable subscribers for the Fund Units through a public offeringoffering of such Units. The Initial Public Offering Period shall continue until the first full month after the Registration Statement has been declared effective (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning of each month, as determined by the General Partner (the "Ongoing Public Offering Period"; such subsequent sale dates being hereinafter referred to as "Subsequent Public Closing Times"). The Initial Public Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject to the performance by the General Partner of all its obligations to be performed hereunder, hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker and the Trading Advisor Partner contained herein, the Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Public Offering Period to find acceptable subscribers for the Units at a public offering price of 101% of Net Asset Value (including the 1% organizational charge referred to below), each subscriber being required to make a minimum subscription of at least $10,000, except for (i) trustees or custodians of eligible tax-exempt accounts and individual retirement accounts and (ii) Limited Partners subscribing for additional Units, where provided that there is no minimum number of Units for which the minimum subscription is $5,000Selling Agent agrees to find subscribers. It is understood that the Selling Agent's agreement to use its best efforts to find acceptable subscribers for the Units shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers issuers, including affiliates, which may be offered or sold during the Public Offering Periodterm hereof. The agency of the Selling Agent hereunder shall continue until the expiration or termination of this Agreement as provided herein, including such additional period as may be required to effect a final closing of the sale of the Units subscribed for through the Selling Agent through the date of such termination. All subscriptions are subject to acceptance or rejection, in whole or in part in the General Partner's sole discretion, and no compensation shall be due hereunder in respect of rejected subscriptions. The Selling Agent acknowledges that the Units are divided into separate classes each of which is open for investment only by certain subscribers as described in the Prospectus. The Class B units may be offered only by qualified broker-dealers that offer a wrap fee program and fee-only registered investment advisers. Each subscriber shall be required to submit a minimum subscription of at least $10,000 ($3,000 for individual retirement accounts; $2,500 for existing Limited Partners making additional investments), subject to the higher minimum requirements imposed by certain state regulators as set forth in Exhibit B to the Prospectus. Units shall be sold in fractions calculated to three decimal places. The General Partner agrees to pay, from its own funds, to the Selling Agent an upfront selling commission of $30 per Class A Unit on each Class A Unit sold by the Selling Agent at the Initial Closing (3% of the Net Asset Value per Class A Unit on each Class A Unit sold by the Selling Agent at each Additional Closing) each as defined in Section 2(f) hereof. The Selling Agent agrees that it will promptly pass on to its Registered Representatives that portion of the upfront selling commissions received from the General Partner to which such Registered Representatives are entitled pursuant to the Selling Agent's standard compensation procedures, as determined by the Selling Agent from time to time.

Offering and Sale of Units. (a) The Selling Agent is hereby appointed as the principal selling agent of Selling Agent for the Fund Partnership (although as described herein it is contemplated that certain Additional Selling Agents (including those introduced to the Selling Agent by Wholesalers), Wholesalers and Correspondents may also market Units provided each of such Additional Selling Agents, Wholesalers and Correspondents is duly registered as a broker-dealer in each jurisdiction in which such person markets Units) during the term herein specified for the purpose of finding acceptable subscribers for the Fund Units through a public offeringoffering of such Units. The Initial Public Offering Period shall continue until the first full month after the Registration Statement has been declared effective (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning of each month, as determined by the General Partner (the "Ongoing Public Offering Period"; such subsequent sale dates being hereinafter referred to as "Subsequent Public Closing Times"). The Initial Public Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject to the performance by the General Partner of all its obligations to be performed hereunder, hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker and the Trading Advisor Partner contained herein, the Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Public Offering Period to find acceptable subscribers for the Units at a public offering price of 101% of Net Asset Value (including the 1% organizational charge referred to below), each subscriber being required to make a minimum subscription of at least $10,000, except for (i) trustees or custodians of eligible tax-exempt accounts and individual retirement accounts and (ii) Limited Partners subscribing for additional Units, where provided that there is no minimum number of Units for which the minimum subscription is $5,000Selling Agent agrees to find subscribers. It is understood that the Selling Agent's ’s agreement to use its best efforts to find acceptable subscribers for the Units shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers issuers, including affiliates, which may be offered or sold during the Public Offering Periodterm hereof. The agency of the Selling Agent hereunder shall continue until the expiration or termination of this Agreement as provided herein, including such additional period as may be required to effect a final closing of the sale of the Units subscribed for through the Selling Agent through the date of such termination. All subscriptions are subject to acceptance or rejection, in whole or in part in the General Partner’s sole discretion, and no compensation shall be due hereunder in respect of rejected subscriptions. The Selling Agent acknowledges that the Units are divided into separate classes each of which is open for investment only by certain subscribers as described in the Prospectus. The Class 2 units may be offered only by qualified broker-dealers that offer a wrap fee program and fee-only registered investment advisers. Each subscriber shall be required to submit a minimum subscription of at least $10,000 ($3,000 for individual retirement accounts; $2,500 for existing Limited Partners making additional investments), subject to the higher minimum requirements imposed by certain state regulators as set forth in Exhibit B to the Prospectus. Units shall be sold in fractions calculated to four decimal places. The General Partner agrees to pay to the Selling Agent an initial service fee equal to 2% of the subscription amount of each subscription of Class 1 Units sold by the Selling Agent, at the time the Class 1 Units are sold by the Selling Agent. The General Partner will be reimbursed by the Partnership monthly over the following 12-month period. In the event that a Limited Partner redeems Class 1 Units within the 12-month period following the date of purchase, the Partnership’s obligation to reimburse the General Partner will immediately terminate and no further monthly payments shall be made. The Selling Agent agrees that it will promptly pass on to its employees who are legally qualified to receive such compensation that portion of the initial service fee received from the General Partner to which such employees are entitled pursuant to the Selling Agent’s standard compensation procedures, as determined by the Selling Agent from time to time.

Offering and Sale of Units. (a) The Additional Selling Agent is hereby appointed the principal selling agent of the Fund (although as described herein it is contemplated that certain a non-exclusive Additional Selling Agents (including those introduced to Agent for the Selling Agent by Wholesalers), Wholesalers and Correspondents may also market Units provided each of such Additional Selling Agents, Wholesalers and Correspondents is duly registered as a broker-dealer in each jurisdiction in which such person markets Units) Partnership during the term herein specified for the purpose of finding acceptable subscribers for the Fund Units through a public offeringoffering of such Units. The Initial Public Offering Period shall continue until the first full month after the Registration Statement has been declared effective (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning of each month, as determined by the General Partner (the "Ongoing Public Offering Period"; such subsequent sale dates being hereinafter referred to as "Subsequent Public Closing Times"). The Initial Public Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject to the performance by the General Partner of all its obligations to be performed hereunder, hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker and the Trading Advisor Partner contained herein, the Additional Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Public Offering Period to find acceptable subscribers for the Units at a public offering price of 101% of Net Asset Value (including the 1% organizational charge referred to below), each subscriber being required to make a minimum subscription of at least $10,000, except for (i) trustees or custodians of eligible tax-exempt accounts and individual retirement accounts and (ii) Limited Partners subscribing for additional Units, where provided that there is no minimum number of Units for which the minimum subscription is $5,000Selling Agent agrees to find subscribers. It is understood that the Additional Selling Agent's agreement to use its best efforts to find acceptable subscribers for the Units shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers issuers, including affiliates, which may be offered or sold during the Public Offering Periodterm hereof. The agency of the Additional Selling Agent hereunder shall continue until the expiration or termination of this Agreement, as provided herein, including such additional period as may be required to effect a final closing of the sale of the Units subscribed 5 for through the Additional Selling Agent through the date of termination. All subscriptions are subject to acceptance or rejection, in whole or in part in the General Partner's sole discretion, and no compensation shall be due hereunder in respect of rejected subscriptions. The Additional Selling Agent acknowledges that the Units are divided into separate classes each of which is open for investment only by certain subscribers as described in the Prospectus. The Class B units may be offered only by qualified broker-dealers that offer a wrap fee program and fee-only registered investment advisers. Each subscriber shall be required to submit a minimum subscription of at least $10,000 ($3,000 for individual retirement accounts; $2,500 for existing Limited Partners making additional investments), subject to the higher minimum requirements imposed by certain state regulators as set forth in Exhibit B to the Prospectus. Units shall be sold in fractions calculated to three decimal places. The General Partner agrees to pay, from its own funds, to the Additional Selling Agent an upfront selling commission of $30 per Class A Unit on each Class A Unit sold by the Additional Selling Agent at the Initial Closing (3% of the Net Asset Value per Class A Unit on each Class A Unit sold by the Additional Selling Agent at each Additional Closing) each as defined in Section 2(f) hereof. The Additional Selling Agent agrees that it will promptly pass on to its Registered Representatives that portion of the upfront selling commissions received from the General Partner to which such Registered Representatives are entitled pursuant to the Additional Selling Agent's standard compensation procedures, as determined by the Additional Selling Agent from time to time.

Offering and Sale of Units. (a) The Selling Agent is hereby appointed the principal selling agent of the Fund Trust (although as described herein it is contemplated that certain Additional Selling Agents (Agents, including those introduced to the Selling Agent by Wholesalers), Wholesalers and Correspondents may also market Units Units, provided each of such Additional Selling Agents, Wholesalers and Correspondents is duly registered as a broker-dealer or exempt from the requirement of being so registered in each jurisdiction in which such person markets Units) during the term herein specified for the purpose of finding acceptable subscribers for up to the Fund number of Units set forth on page 1 hereof through a public offering. The Initial Public Offering Period shall continue until through _________, 1997 or such other date not more than three months thereafter as may be determined by the first full month after the Registration Statement has been declared effective Managing Owner (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning close of business on the last day of each month, as determined by the General Partner Managing Owner (the "Ongoing Public Offering Period"; such subsequent sale dates being hereinafter referred to as "Subsequent Public Closing Times"). The Initial Public Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject to the performance by the General Partner Managing Owner of all its obligations to be performed hereunder, and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker Managing Owner and the Trading Advisor JWH contained herein, the Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Public Offering Period to find acceptable subscribers for the Units at a public offering price of 101% of $100 per Unit during the Initial Offering Period, and at Net Asset Value (including per Unit during the 1% organizational charge referred to below)Ongoing Offering Period, each subscriber being required to make a minimum subscription of subscribe for at least $10,0005,000 of Units, except for (i) $2000 of Units in the case of trustees or custodians of eligible tax-exempt accounts employee benefit plans and individual retirement accounts and (ii) Limited Partners $1,000 of Units in the case of Unitholders subscribing for additional Units, where the minimum subscription is $5,000. It is understood that the Selling Agent's agreement to use its best efforts to find acceptable subscribers for the Units shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers which may be offered or sold during the Public Offering Period. The agency of the Selling Agent hereunder shall continue at least until the close of business on ___________, 199_, as the Selling Agent and the Managing Owner shall agree upon.

Offering and Sale of Units. (a) The Lead Selling Agent is hereby appointed the principal selling agent of the Fund Trust (although as described herein it is contemplated that certain Additional Selling Agents (Agents, including those introduced to the Lead Selling Agent by Wholesalers), Wholesalers and Correspondents may also market Units Units, provided each of such Additional Selling Agents, Wholesalers and Correspondents is duly registered as a broker-dealer in each jurisdiction in which such person markets Units) during the term herein specified for the purpose of finding acceptable subscribers for the Fund of Units through a public offering. The Initial Public Offering Period shall continue until the first full month after the Registration Statement has been declared effective (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be -10- sold as of the beginning close of business on the last day of each month, as determined by the General Partner Managing Owner (the "Ongoing Public Offering Period"; such subsequent sale dates being hereinafter referred to as "Subsequent Public Closing Times"). The Initial Public Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject to the performance by the General Partner Managing Owner of all its obligations to be performed hereunder, and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker Managing Owner and the Trading Advisor JWH contained herein, the Lead Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Public Offering Period to find acceptable subscribers for the Units at a public offering price of 101% of Net Asset Value (including per Unit during the 1% organizational charge referred to below)Offering Period, each subscriber being required to make a minimum subscription of subscribe for at least $10,0005,000 of Units, except for (i) $2,000 of Units in the case of trustees or custodians of eligible tax-exempt accounts employee benefit plans and individual retirement accounts and (ii) Limited Partners subscribing for additional Units, where $1,000 of Units in the minimum subscription is $5,000case of Unitholders. It is understood that the Lead Selling Agent's agreement to use its best efforts to find acceptable subscribers for the Units shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers which may be offered or sold during the Public Offering Period. The agency of the Lead Selling Agent hereunder shall continue at least until the close of business on December 31, 2002, as the Lead Selling Agent and the Managing Owner shall agree upon.

Offering and Sale of Units. (a) The Correspondent Selling Agent is hereby appointed the principal selling agent as a non-exclusive Correspondent Selling Agent of the Fund (although as described herein it is contemplated that certain Additional Selling Agents (including those introduced to the Selling Agent by Wholesalers), Wholesalers and Correspondents may also market Units provided each of such Additional Selling Agents, Wholesalers and Correspondents is duly registered as a broker-dealer in each jurisdiction in which such person markets Units) during the term herein specified for the purpose of finding using its best efforts to identify acceptable subscribers for the Fund through a public offeringUnits. The Initial Public Offering Period Correspondent Selling Agent shall continue until only approach a potential investor that it reasonably believes is an “accredited investor” as defined in Regulation D under the first full month after the Registration Statement has been declared effective Securities Act of 1933, as amended (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning of each month, as determined by the General Partner (the "Ongoing Public Offering Period"; such subsequent sale dates being hereinafter referred to as "Subsequent Public Closing Times"“1933 Act”). The Initial Public Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject to the performance by the General Partner of all its obligations to be performed hereunder, and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker and the Trading Advisor contained herein, the Correspondent Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Public Offering Period to find acceptable subscribers for the Units at a public offering price of 101% of Net Asset Value (including the 1% organizational charge referred to below), each subscriber being required to make a minimum subscription of at least $10,000, except for (i) trustees or custodians of eligible tax-exempt accounts and individual retirement accounts and (ii) Limited Partners subscribing for additional Units, where the minimum subscription is $5,000subscribers. It is understood that the Correspondent Selling Agent's ’s agreement to use its best efforts to find acceptable subscribers for the Units shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers issuers, including affiliates, which may be offered or sold during the Public Offering Periodterm hereof. The agency of the Correspondent Selling Agent hereunder shall continue until the expiration or termination of this Agreement, as provided herein, including such additional period as may be required to effect a final closing of the sale of the Units subscribed for through the Correspondent Selling Agent through the date of such termination. Each subscriber shall be required to submit a minimum aggregate subscription of at least $25,000 ($10,000 for trustees or custodians of eligible employee benefit plans and individual retirement accounts). The minimum amount for additional subscriptions is $5,000, with Units being sold in fractions calculated to three decimal places. All Correspondent Selling Agent branch offices will be required to forward acceptable subscription agreements from a subscriber for Units (each, a “Subscriber”) to the Managing Owner no later than 10:00 a.m., New York City time, on the fifth Business Day prior to the last business day of each month. The Managing Owner shall have sole responsibility for determining whether Subscribers are qualified to become Unitholders in the Trust and for accepting subscriptions and determining their validity. The Correspondent Selling Agent agrees to use its best efforts to cause Subscribers to prepare their subscriptions in proper form. The Managing Owner will determine whether to accept or reject all subscriptions received and will do so within two (2) Business Days following receipt from the Selling Agent of a Subscription Agreement. On each closing date, the acceptance, delivery, and receipt of subscriptions for Units will be subject to the terms and conditions set forth in this Agreement, including, but not limited to, (1) the payment of the full subscription price for Units and delivery of a properly completed Subscription Agreement by each Subscriber; (2) the fact that a new Subscriber’s subscription will not be final and binding until two (2) Business Days following the Subscriber’s delivery of his subscription documents to the Selling Agent (or an Additional Seller), and (3) compliance with Section 4 hereof. The Correspondent Selling Agent agrees that it will not take any of the following action against the Trust: (1) seek a decree or order by a court having jurisdiction in the premises (A) for relief in respect of the Trust in an involuntary case or proceeding under the federal Bankruptcy Code or any other federal or state bankruptcy, insolvency, reorganization, rehabilitation, liquidation or similar law or (B) adjudging the Trust a bankrupt or insolvent, or seeking reorganization, rehabilitation, liquidation, arrangement, adjustment or composition of or in respect of the Trust under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or of any substantial part of any of its properties, or ordering the winding up or liquidation of any of its affairs, (2) seek a petition for relief, reorganization or to take advantage of any law referred to in the preceding clause; or (3) file an involuntary petition for bankruptcy (collectively “Bankruptcy or Insolvency Action”). In addition, the Correspondent Selling Agent agrees that for any obligations due and owing to it, the Correspondent Selling Agent will look solely and exclusively to the assets of the Trust or the Managing Owner, if it has liability in its capacity as Managing Owner, to satisfy its claims and will not seek to attach or otherwise assert a claim against the other assets of the Trust, whether or not there is a Bankruptcy or Insolvency Action taken. The parties agree that this provision will survive the termination of this Agreement, whether terminated in a Bankruptcy or Insolvency Action or otherwise. This Agreement has been made and executed by and on behalf of the Trust and the Managing Owner and the obligations of the Trust and/or the Managing Owner set forth herein are not binding upon any of the Unitholders individually but are binding only upon the assets and property identified above and no resort shall be had to the assets of other Series issued by the Trust or the Unitholders’ personal property for the satisfaction of any obligation or claim hereunder. The Correspondent Selling Agent shall maintain (i) a record of potential subscribers with whom the offering is discussed and (ii) a log of potential subscribers who are provided with the Memorandum and other offering materials. The log will use the numbering convention agreed to by the Correspondent Selling Agent and Managing Owner and will be provided to the Managing Owner upon request and, in any event, at least annually.

Offering and Sale of Units. (a) The Lead Selling Agent is hereby appointed the principal selling agent of the Fund Trust (although as described herein it is contemplated that certain Additional Selling Agents (Agents, including those introduced to the Lead Selling Agent by Wholesalers), Wholesalers and Correspondents may also market Units Units, provided each of such Additional Selling Agents, Wholesalers and Correspondents is duly registered as a broker-dealer or exempt from the requirement of being so registered in each jurisdiction in which such person markets Units) during the term herein specified for the purpose of finding acceptable subscribers for up to the Fund number of Units set forth on page 1 hereof through a public offering. The Initial Public Offering Period shall continue until through _________, 1997 or such other date not more than three months thereafter as may be determined by the first full month after the Registration Statement has been declared effective Managing Owner (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning close of business on the last day of each month, as determined by the General Partner Managing Owner (the "Ongoing Public Offering Period"; such subsequent sale dates being hereinafter referred to as "Subsequent Public Closing Times"). The Initial Public Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject to the performance by the General Partner Managing Owner of all its obligations to be performed hereunder, and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker Managing Owner and the Trading Advisor JWH contained herein, the Lead Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Public Offering Period to find acceptable subscribers for the Units at a public offering price of 101% of $100 per Unit during the Initial Offering Period, and at Net Asset Value (including per Unit during the 1% organizational charge referred to below)Ongoing Offering Period, each subscriber being required to make a minimum subscription of subscribe for at least $10,0005,000 of Units, except for (i) $2000 of Units in the case of trustees or custodians of eligible tax-exempt accounts employee benefit plans and individual retirement accounts and (ii) Limited Partners $1,000 of Units in the case of Unitholders subscribing for additional Units, where the minimum subscription is $5,000. It is understood that the Lead Selling Agent's agreement to use its best efforts to find acceptable subscribers for the Units shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers which may be offered or sold during the Public Offering Period. The agency of the Lead Selling Agent hereunder shall continue at least until the close of business on ___________, 199_, as the Lead Selling Agent and the Managing Owner shall agree upon.

Offering and Sale of Units. (a) The Selling Agent is hereby appointed the principal selling agent of as a non-exclusive Selling Agent for the Fund (although as described herein it is contemplated that certain Additional Selling Agents (including those introduced to and in the Selling Agent by Wholesalers), Wholesalers and Correspondents may Prospectus the Fund also market Units provided each of such Additional engages other various Selling Agents, Wholesalers and Correspondents is duly registered as a broker-dealer in each jurisdiction in which such person markets Units) during the term herein specified for the purpose of finding acceptable subscribers for the Fund Units through a public offeringoffering of such Units. The Initial Public Offering Period shall continue until the first full month after the Registration Statement has been declared effective (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning of each month, as determined by the General Partner (the "Ongoing Public Offering Period"; such subsequent sale dates being hereinafter referred to as "Subsequent Public Closing Times"). The Initial Public Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject to the performance by the General Partner of all its obligations to be performed hereunder, hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker and the Trading Advisor Partner contained herein, the Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth herein and subject to the provisions relating to the compensation payable to the Selling Agent under the Agreement set forth in Appendix A hereto, to use its best efforts during the Public Offering Period to find acceptable subscribers for the Units at a public offering price of 101% of Net Asset Value (including the 1% organizational charge referred to below), each subscriber being required to make a minimum subscription of at least $10,000, except for (i) trustees or custodians of eligible tax-exempt accounts and individual retirement accounts and (ii) Limited Partners subscribing for additional Units, where provided that there is no minimum number of Units for which the minimum subscription is $5,000Selling Agent agrees to find subscribers. It is understood that the Selling Agent's ’s agreement to use its best efforts to find acceptable subscribers for the Units shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers which issuers, including affiliates of the Selling Agent, that may be offered or sold during the Public Offering Periodterm hereof. The agency of the Selling Agent hereunder shall continue until the expiration or termination of this Agreement as provided herein, including such additional period as may be required to effect a final closing of the sale of the Units subscribed for through the date of such termination. All subscriptions are subject to acceptance or rejection, in whole or in part in the General Partner’s sole discretion, and no compensation shall be due hereunder in respect of rejected subscriptions. The parties hereto agree that the compensation payable to the Selling Agent pursuant to this Agreement shall be as set forth in Appendix A hereto. The Selling Agent acknowledges that the Units are divided into separate Classes, certain of which are open for investment only by certain subscribers as described in the Prospectus, or otherwise in the General Partner’s discretion.

Offering and Sale of Units. (a) The Additional Selling Agent is hereby appointed the principal selling agent of as a non-exclusive Additional Selling Agent for the Fund (although as described herein it is contemplated that certain Additional Selling Agents (including those introduced to the Selling Agent by Wholesalers), Wholesalers and Correspondents may also market Units provided each of such Additional Selling Agents, Wholesalers and Correspondents is duly registered as a broker-dealer in each jurisdiction in which such person markets Units) during the term herein specified for the purpose of finding acceptable subscribers for the Fund Units through a public offeringoffering of such Units. The Initial Public Offering Period shall continue until the first full month after the Registration Statement has been declared effective (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning of each month, as determined by the General Partner (the "Ongoing Public Offering Period"; such subsequent sale dates being hereinafter referred to as "Subsequent Public Closing Times"). The Initial Public Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject to the performance by the General Partner of all its obligations to be performed hereunder, hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker and the Trading Advisor Partner contained herein, the Additional Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Public Offering Period to find acceptable subscribers for the Units at a public offering price of 101% of Net Asset Value (including the 1% organizational charge referred to below), each subscriber being required to make a minimum subscription of at least $10,000, except for (i) trustees or custodians of eligible tax-exempt accounts and individual retirement accounts and (ii) Limited Partners subscribing for additional Units, where provided that there is no minimum number of Units for which the minimum subscription is $5,000Additional Selling Agent agrees to find subscribers. It is understood that the Additional Selling Agent's agreement to use its best efforts to find acceptable subscribers for the Units shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers which issuers, including affiliates of the Additional Selling Agent, that may be offered or sold during the Public Offering Periodterm hereof. The agency of the Additional Selling Agent hereunder shall continue until the expiration or termination of this Agreement as provided herein, including such additional period as may be required to effect a final closing of the sale of the Units subscribed for through the date of such termination. All subscriptions are subject to acceptance or rejection, in whole or in part in the General Partner's sole discretion, and no compensation shall be due hereunder in respect of rejected subscriptions. The Additional Selling Agent acknowledges that the Units are divided into separate Classes each of which is open for investment only by certain subscribers as follows and as described in the Prospectus, or otherwise in the General Partner's discretion. Class A Units are reserved for: (i) current Limited Partners who purchased beneficial interests in the Fund during the private offering of the Fund's interests ("EXISTING LIMITED PARTNERS"); and (ii) new subscribers subscribing for the requisite minimum subscription amount as described below. Class B Units are reserved for new subscribers generally. The minimum initial subscription amount for Class A Units for new subscribers is $200,000. The minimum initial subscription amount for Class A Units for Existing Limited Partners is $15,000, except for Existing Limited Partners that are employee benefit plans or individual retirement accounts, for which the minimum initial subscription amount is $5,000. The minimum additional subscription amount for Class A Units for all Limited Partners is $15,000, except for Limited Partners that are employee benefit plans or individual retirement accounts, for which the minimum additional subscription amount is $5,000. The minimum initial subscription amount for Class B Units is $10,000, except for subscribers that are employee benefit plans or individual retirement accounts, for which the minimum initial subscription amount is $5,000. The minimum additional subscription amount for Class B Units for all Limited Partners is $2,000. The foregoing minimum subscription requirements are subject to any higher or different minimum subscription requirements that may be imposed by certain state securities regulators, as may be set forth in the Subscription Requirements attached as Appendix C to the Prospectus. No upfront sales commission will be payable to the Additional Selling Agent in connection with its sales of any Class A Units. With respect to sales of Class B Units, the General Partner agrees to pay, from its own funds, an upfront sales commission to the Additional Selling Agent equal to 3.5% of the Net Asset Value per Unit (as defined in the Limited Partnership Agreement) of each Class B Unit sold by the Additional Selling Agent at each Closing Date. The General Partner shall pay the upfront sales commission with respect to any sale of Class B Units due to the Additional Selling Agent within fifteen (15) business days of the applicable Closing Date. The Additional Selling Agent agrees that it will promptly pass on to its Registered Representatives that portion of the upfront sales commissions received from the General Partner for its sale of Class B Units to which such Registered Representatives are entitled pursuant to the Additional Selling Agent's standard compensation procedures, as determined by the Additional Selling Agent from time to time.

Offering and Sale of Units. (a) The Selling Agent is hereby appointed as the principal selling agent of Selling Agent for the Fund Partnership (although as described herein it is contemplated that certain Additional Selling Agents (including those introduced to the Selling Agent by Wholesalers), Wholesalers and Correspondents may also market Units provided each of such Additional Selling Agents, Wholesalers and Correspondents is duly registered as a broker-dealer in each jurisdiction in which such person markets Units) during the term herein specified for the purpose of finding acceptable subscribers for the Fund Units through a public offeringoffering of such Units. The Initial Public Offering Period shall continue until the first full month after the Registration Statement has been declared effective (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning of each month, as determined by the General Partner (the "Ongoing Public Offering Period"; such subsequent sale dates being hereinafter referred to as "Subsequent Public Closing Times"). The Initial Public Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject to the performance by the General Partner of all its obligations to be performed hereunder, hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker and the Trading Advisor Partner contained herein, the Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Public Offering Period to find acceptable subscribers for the Units at a public offering price of 101% of Net Asset Value (including the 1% organizational charge referred to below), each subscriber being required to make a minimum subscription of at least $10,000, except for (i) trustees or custodians of eligible tax-exempt accounts and individual retirement accounts and (ii) Limited Partners subscribing for additional Units, where provided that there is no minimum number of Units for which the minimum subscription is $5,000Selling Agent agrees to find subscribers. It is understood that the Selling Agent's agreement to use its best efforts to find acceptable subscribers for the Units shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers issuers, including affiliates, which may be offered or sold during the Public Offering Periodterm hereof. The agency of the Selling Agent hereunder shall continue until the expiration or termination of this Agreement as provided herein, including such additional period as may be required to effect a final closing of the sale of the Units subscribed for through the Selling Agent through the date of such termination. All subscriptions are subject to acceptance or rejection, in whole or in part in the General Partner's sole discretion, and no compensation shall be due hereunder in respect of rejected subscriptions. Each subscriber shall be required to submit a minimum subscription of at least $10,000 ($3,000 for individual retirement accounts; $2,500 for existing Limited Partners making additional investments), subject to the higher minimum requirements imposed by certain state regulators as set forth in Exhibit B to the Prospectus. Units shall be sold in fractions calculated to three decimal places. The General Partner agrees to pay, from its own funds, to the Selling Agent an upfront selling commission of $30 per Unit on each Unit sold by the Selling Agent at the Initial Closing (3% of the Net Asset Value per Unit on each Unit sold by the Selling Agent at each Additional Closing) each as defined in Section 2(f) hereof. The Selling Agent agrees that it will promptly pass on to its Registered Representatives that portion of the upfront selling commissions received from the General Partner to which such Registered Representatives are entitled pursuant to the Selling Agent's standard compensation procedures, as determined by the Selling Agent from time to time.

Offering and Sale of Units. (a) The Subject to the terms and conditions and on the basis of the representations, warranties and covenants set forth herein, the Selling Agent is hereby appointed as a Selling Agent for the principal selling agent of the Fund Trust (although as described herein it is contemplated that certain Additional Selling Agents (including those introduced to the Selling Agent by Wholesalers), Wholesalers additional selling agents and certain Correspondents may also market Units provided each of such Additional Selling Agents, Wholesalers and Correspondents is duly registered as a broker-dealer in each jurisdiction in which such person markets Units) during the term herein specified for the purpose of finding using its best efforts to identify acceptable subscribers for the Fund through a public offeringUnits. The Initial Public Offering Period shall continue until the first full month after the Registration Statement has been declared effective (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning of each month, as determined by the General Partner (the "Ongoing Public Offering Period"; such subsequent sale dates being hereinafter referred to as "Subsequent Public Closing Times"). The Initial Public Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject to the performance by the General Partner of all its obligations to be performed hereunder, and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker and the Trading Advisor contained herein, the Selling Agent hereby accepts such agency and agrees on shall only approach a potential investor that it reasonably believes is an “accredited investor” as defined in Regulation D under the terms and conditions herein set forth to use its best efforts during the Public Offering Period to find acceptable subscribers for the Units at a public offering price of 101% of Net Asset Value (including the 1% organizational charge referred to below1933 Act), each subscriber being required to make a minimum subscription of at least $10,000, except for (i) trustees or custodians of eligible tax-exempt accounts and individual retirement accounts and (ii) Limited Partners subscribing for additional Units, where the minimum subscription is $5,000. It is understood that the Selling Agent's ’s agreement to use its best efforts to find acceptable subscribers for the Units shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers issuers, including affiliates, which may be offered or sold during the Public Offering Periodterm hereof. The agency of the Selling Agent hereunder shall continue until the expiration or termination of this Agreement as provided herein, including such additional period as may be required to effect a closing of the sale of the Units subscribed for through the date of such termination. Each subscriber shall be required to submit a minimum aggregate subscription of at least $25,000 ($10,000 for trustees or custodians of eligible employee benefit plans and individual retirement accounts). Incremental investments are permitted in $5,000 multiples, with Units being sold in fractions calculated to three decimal places. All Selling Agent branch offices will be required to forward subscriptions to the Managing Owner no later than 10:00 a.m., New York City time, on the fifth Business Day prior to the last day of each month. The Managing Owner shall have sole responsibility for determining whether Subscribers are qualified to become Unitholders in the Trust and for accepting subscriptions and determining their validity. The Selling Agent agrees to use its best efforts to cause Subscribers to prepare their subscriptions in proper form and that the proceeds representing the subscription amount are delivered to the Managing Owner in readily available funds in a timely manner. The Managing Owner will determine whether to accept or reject all subscriptions received and will do so within two (2) Business Days following receipt from the Selling Agent of a Subscription Agreement and Power of Attorney (the “Subscription Agreement”). On each Closing Time (as defined herein), the acceptance, delivery, and receipt of subscriptions for Units will be subject to the terms and conditions set forth in this Agreement, including, but not limited to, (1) the payment of the full subscription price for Units and delivery of a properly completed Subscription Agreement by each Subscriber; (2) the fact that a new Subscriber’s subscription will not be final and binding until two (2) Business Days following the Subscriber’s delivery of his subscription documents to the Selling Agent (or an Additional Seller), and (3) compliance with Section 4 hereof. The Selling Agent agrees that it will not take any of the following action against the Trust: (1) seek a decree or order by a court having jurisdiction in the premises (A) for relief in respect of the Trust in an involuntary case or proceeding under the federal Bankruptcy Code or any other federal or state bankruptcy, insolvency, reorganization, rehabilitation, liquidation or similar law or (B) adjudging the Trust a bankrupt or insolvent, or seeking reorganization, rehabilitation, liquidation, arrangement, adjustment or composition of or in respect of the Trust under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or of any substantial part of any of its properties, or ordering the winding up or liquidation of any of its affairs, (2) seek a petition for relief, reorganization or to take advantage of any law referred to in the preceding clause; or (3) file an involuntary petition for bankruptcy (collectively “Bankruptcy or Insolvency Action”). In addition, the Selling Agent agrees that for any obligations due and owing to it, the Selling Agent will look solely and exclusively to the assets of such Series or the Managing Owner, if it has liability in its capacity as Managing Owner, to satisfy its claims and will not seek to attach or otherwise assert a claim against the other assets of the Trust, whether or not there is a Bankruptcy or Insolvency Action taken. The parties agree that this provision will survive the termination of this Agreement, whether terminated in a Bankruptcy or Insolvency Action or otherwise. This Agreement has been made and executed by and on behalf of the Trust and the Managing Owner and the obligations of the Trust and/or the Managing Owner set forth herein are not binding upon any of the Limited Owners individually but are binding only upon the assets and property identified above and no resort shall be had to the assets of other series issued by the Trust.

Offering and Sale of Units. (a) The Subject to the terms and conditions and on the basis of the representations, warranties and covenants set forth herein, the Selling Agent is hereby appointed as a Selling Agent for the principal selling agent of the Fund Trust (although as described herein it is contemplated that certain Additional Selling Agents (including those introduced to the Selling Agent by Wholesalers), Wholesalers additional selling agents and certain Correspondents may also market Units provided each of such Additional Selling Agents, Wholesalers and Correspondents is duly registered as a broker-dealer in each jurisdiction in which such person markets Units) during the term herein specified for the purpose of finding acceptable subscribers for the Fund Units through a public offeringoffering of such Units. The Initial Public Offering Period shall continue until the first full month after the Registration Statement has been declared effective (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning of each month, as determined by the General Partner (the "Ongoing Public Offering Period"; such subsequent sale dates being hereinafter referred to as "Subsequent Public Closing Times"). The Initial Public Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject to the performance by the General Partner of all its obligations to be performed hereunder, and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker and the Trading Advisor contained herein, the Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Public Offering Period to find acceptable subscribers for the Units at a public offering price of 101% of Net Asset Value (including the 1% organizational charge referred to below), each subscriber being required to make a minimum subscription of at least $10,000, except for (i) trustees or custodians of eligible tax-exempt accounts and individual retirement accounts and (ii) Limited Partners subscribing for additional Units, where the minimum subscription is $5,000. It is understood that the Selling Agent's ’s agreement to use its best efforts to find acceptable subscribers for the Units shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers issuers, including affiliates, which may be offered or sold during the Public term hereof. The agency of the Selling Agent hereunder shall continue until the expiration or termination of this Agreement as provided herein, including such additional period as may be required to effect a final closing of the sale of the Units subscribed for through the date of such termination. Each subscriber shall be required to submit a minimum aggregate subscription of at least $5,000 ($2,000 for trustees or custodians of eligible employee benefit plans and individual retirement accounts and existing Unitholders making additional investments), subject to the higher minimum requirements imposed by certain state regulators as set forth in Exhibit B to the Prospectus. Incremental investments are permitted in $100 multiples, with Units being sold in fractions calculated to three decimal places; provided, however, that each subscriber will be required to submit a minimum subscription of at least $500 for each Series to which such subscriber subscribes. During the Initial Offering Period, all Selling Agent branch offices will be required to forward subscriptions to the Managing Owner no later than noon of the first Business Day following receipt of an acceptable subscription agreement from a subscriber for Units (each, a “Subscriber”) and during the Continuous Offering Period all Selling Agent branch offices will be required to forward subscriptions to the Managing Owner no later than 10:00 a.m., New York City time, on the fifth Business Day prior to the last day of each month. The Managing Owner shall have sole responsibility for determining whether Subscribers are qualified to become Limited Owners in the Trust and for accepting subscriptions and determining their validity. The Selling Agent agrees to use its best efforts to cause Subscribers to prepare their subscriptions in proper form. The Selling Agent shall deposit the subscription proceeds from the sale of Units in each Series (the “Proceeds”) during the Initial Offering Period in the escrow account and sub-account corresponding to such Series at XXXxxxxx Xxxxx Xxxx, Xxx Xxxx, XX (the “Escrow Agent”), for the separate benefit of the Subscribers of such Series not later than the second Business Day following the receipt by the Managing Owner of completed subscription agreements accompanied by such Proceeds. Proceeds will be transferred to the escrow account and sub-account at the Escrow Agent by check from the Subscriber or via wire transfer from the Subscriber’s account. The Managing Owner will determine whether to accept or reject all subscriptions within two (2) Business Days following receipt of subscription documents from the Selling Agent. Upon notification by the Managing Owner to the Escrow Agent that a subscription for Units of a Subscriber has been rejected, for whatever reason, or in the event that the Subscriber rescinds its subscription in conformity with the requirements of the North American Securities Administrators Association Inc. Guidelines for Registration of Commodity Pool Programs, the Escrow Agent shall by check or wire transfer return any Proceeds held in escrow, excluding any interest thereon, to the payor of such Proceeds. The Escrow Agent shall make interest payments to the Trust to be retained by the Trust for the benefit of all investors in the applicable Series of Units by delivering a check in the amount equal to the interest allocable by Series to each Subscriber. If (i) the minimum number of Units to be sold for Series J is not reached during the Initial Offering Period, or (ii) the minimum number of Units to be sold for Series J is reached but the minimum number of Units for one or more of the other Series is not reached during the Initial Offering Period, then the Proceeds for Series J and/or each such Series will be returned (in the same way described above in the case of a rejected or rescinded subscription), with interest, to each investor as promptly as practicable (but in no event more than seven days) after the end of the Initial Offering Period. No fees or other amounts will be deducted from the amounts returned to investors. During the Continuous Offering Period, the Managing Owner also will determine whether to accept or reject all subscriptions received and will do so (1) within two (2) Business Days following receipt from the Selling Agent of a “Request for Exchange” (in the form attached to the Prospectus as Exhibit C) or the “Subscription Agreement” (in the form attached to the Prospectus as Exhibit B) with respect to a Limited Owner in an existing Series and (2) within two (2) Business Days following receipt of subscription documents from the Selling Agent for a new Subscriber. For subscriptions which are accepted, Proceeds will be transferred to the Escrow Agent by check from the Subscriber or via wire transfer from the Subscriber’s account. For an existing Limited Owner, such transfer will occur on the first Business Day which first follows the date on which the Managing Owner accepts the subscription. For a new Subscriber, such transfer will occur on the second Business Day after the subscription documents are delivered by the Subscriber to the Selling Agent (or an Additional Seller). At the Initial Closing Time for a Series, and thereafter on each subsequent closing date with respect to that Series, the acceptance, delivery, and receipt of subscriptions for Units will be subject to the terms and conditions set forth in this Agreement, including, but not limited to, (1) the payment of the full subscription price for Units and delivery of a properly completed Subscription Agreement/Power of Attorney by each Subscriber; (2) the fact that a new Subscriber’s subscription will not be final and binding until two (2) Business Days following the Subscriber’s delivery of his subscription documents to the Selling Agent (or an Additional Seller), and (3) compliance with Section 7 hereof. Upon the satisfaction of such terms and conditions, the aggregate subscription price for Units (inclusive of any interest earned on such subscriptions while held in escrow which will be retained by the Trust for the benefit of all investors in the applicable Series of Units) will be paid and delivered to the Trust in accordance with the Escrow Agreement. The Selling Agent agrees that it will not take any of the following action against the Trust: (1) seek a decree or order by a court having jurisdiction in the premises (A) for relief in respect of the Trust in an involuntary case or proceeding under the federal Bankruptcy Code or any other federal or state bankruptcy, insolvency, reorganization, rehabilitation, liquidation or similar law or (B) adjudging the Trust a bankrupt or insolvent, or seeking reorganization, rehabilitation, liquidation, arrangement, adjustment or composition of or in respect of the Trust under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or of any substantial part of any of its properties, or ordering the winding up or liquidation of any of its affairs, (2) seek a petition for relief, reorganization or to take advantage of any law referred to in the preceding clause; or (3) file an involuntary petition for bankruptcy (collectively “Bankruptcy or Insolvency Action”). In addition, the Selling Agent agrees that for any obligations due and owing to it by any Series, the Selling Agent will look solely and exclusively to the assets of such Series or the Managing Owner, if it has liability in its capacity as Managing Owner, to satisfy its claims and will not seek to attach or otherwise assert a claim against the other assets of the Trust, whether or not there is a Bankruptcy or Insolvency Action taken. The parties agree that this provision will survive the termination of this Agreement, whether terminated in a Bankruptcy or Insolvency Action or otherwise. This Agreement has been made and executed by and on behalf of the Trust and the Managing Owner and the obligations of the Trust and/or the Managing Owner set forth herein are not binding upon any of the Limited Owners individually but are binding only upon the assets and property identified above and no resort shall be had to the assets of other Series issued by the Trust or the Limited Owners’ personal property for the satisfaction of any obligation or claim hereunder.

Offering and Sale of Units. (a) The Lead Selling Agent is hereby appointed the principal selling agent of the Fund (although as described herein it is contemplated that certain Trust during the term specified for the purpose of finding acceptable Additional Selling Agents (including those introduced to the Selling Agent by Wholesalers), Wholesalers and Correspondents may also market Units provided each of such Additional Selling Agents, Wholesalers and Correspondents is that are duly registered as a broker-dealer in each jurisdiction in which such person broker-dealer will markets Units) during the term herein specified for the purpose of finding acceptable subscribers for the Fund through a public offering. The Initial Public Offering Period shall continue until the first full month after the Registration Statement has been declared effective (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning close of business on the last day of each month, as determined by the General Partner month on a continuous basis (the "Ongoing Public “Offering Period"”; such subsequent sale dates being hereinafter referred to as "Subsequent Public and the date of each Closing, each a ‘‘Closing Times"Time”). The Initial Public Managing Owner may terminate the Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject at any time subject to the performance by the General Partner Managing Owner of all its obligations to be performed hereunder, and to . Based on the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker and the Trading Advisor Managing Owner contained herein, the Lead Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Public Offering Period to find acceptable retain qualified Additional Selling Agents to procure subscribers for the Units at a public offering price of 101% of the current net asset value (the “Net Asset Value (including the 1% organizational charge referred to below)Value”) per Unit, with each such subscriber procured by said Additional Selling Agents being required to make a minimum subscription of subscribe for at least $10,00010,000 of Units, except for (i) $5,000 of Units in the case of trustees or custodians of eligible tax-exempt accounts employee benefit plans and individual retirement accounts and $5,000 of Units in the case of existing holders of Units (ii“Unitholders”) Limited Partners subscribing for additional Units, where who are individuals and $2,500 of Units in the minimum subscription is $5,000case of existing holders of Units who are custodians of eligible employee benefit plans and individual retirement accounts. It is understood that the Lead Selling Agent's ’s agreement to use its best efforts to find acceptable subscribers Additional Selling Agents for the Units shall not prevent it from acting as in a selling agent or underwriter similar capacity for the securities of other issuers which that may be offered or sold during the Public Offering Period. The agency of the Lead Selling Agent hereunder shall continue, subject to the provisions of Section 10 of this Agreement, for such period as the Lead Selling Agent and the Managing Owner shall agree upon.

Offering and Sale of Units. (a) The On the basis of the representations, warranties, and covenants herein contained, but subject to the terms and upon the conditions herein set forth, the Selling Agent is hereby appointed the principal exclusive selling agent of the Fund (although as described herein it is contemplated that certain Additional Selling Agents (including those introduced to the Selling Agent by Wholesalers), Wholesalers and Correspondents may also market Units provided each of such Additional Selling Agents, Wholesalers and Correspondents is duly registered as a broker-dealer in each jurisdiction in which such person markets Units) Company during the term herein specified below (the “Offering Period”) for the purpose of finding acceptable subscribers for the Fund account of the Company through a public offering. The Initial Public the Offering Period shall continue until the first full month after the Registration Statement has been declared effective to an unlimited number of “accredited investors” (the "Initial Public Offering Period"; as such date being hereafter referred to as the "Initial Public Offering Termination Date"term is defined in Rule 501 of Regulation D). Thereafter, Units may be sold as of the beginning of each month, as determined by the General Partner (the "Ongoing Public Offering Period"; such subsequent sale dates being hereinafter referred to as "Subsequent Public Closing Times"). The Initial Public Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject to the performance by the General Partner Company of all its obligations to be performed hereunder, and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker and the Trading Advisor contained herein, the Selling Agent hereby accepts such agency engagement and agrees on the terms and conditions herein set forth to use its best efforts advise, consult with and assist the Company during the Public Offering Period to find acceptable subscribers for a minimum of 30 and a maximum of 50 Units (as may be increased by the Units “Maximum Amount”_ at a public offering price of 101% Ten Thousand Dollars ($10,000.00) per Unit. The Selling Agent’s engagement hereunder, which is terminable as provided in Section 11 hereof, shall continue until not later than December 31, 2007; provided that such termination date (the “Termination Date”) may be extended by mutual agreement of Net Asset Value the parties for up to 61 days. The Maximum Amount may be increased by the parties by an additional $100,000 of gross proceeds to cover oversubscriptions. (including b) In connection with the 1% organizational charge referred performance of its obligations under this Agreement, the Selling Agent may engage, for the account of the Company, the services of one or more broker-dealers (“Additional Agents”) who are members of the Financial Industry Regulatory Authority and who are acceptable to below)the Company, each subscriber being required and, as compensation for their services, shall pay to make a minimum subscription such Additional Agents an amount to be negotiated between the Selling Agent and such Additional Agents. Such amount will be paid to the Additional Agents by the Selling Agent only out of at least $10,000the commissions received by it in respect of sales of Units as described in paragraph (f) of this Section 4, except for (i) trustees or custodians of eligible tax-exempt accounts and individual retirement accounts and (ii) Limited Partners subscribing for additional Unitsthe Company shall have no obligation to any Additional Agent respecting any such payment. The arrangements, where if any, between the minimum subscription is $5,000. It is understood that Company, the Selling Agent's agreement , and any Additional Agent shall be set forth in an Additional Agent Agreement (“Additional Agent Agreement”), which shall provide, among other things, that such Additional Agent shall be deemed to use its best efforts have agreed to find acceptable subscribers the matters set forth herein as if the Additional Agent were a signatory hereof. Nothing contained in this Agreement or in the Additional Agent Agreement shall be deemed to constitute the Additional Agents, if any, as the Selling Agent’s agents, and the Selling Agent shall not be liable to the Company in respect of the performance by the Additional Agents, if any, of any representations, warranties or covenants of such Additional Agents contained herein or in the Additional Agent Agreement. (c) Each subscriber must complete and execute a copy of the Subscription Documents (including an Investor Questionnaire) Upon receipt, the Selling Agent shall forward all Subscription Documents to the Selling Agent and a copy to Xxxxxxx X. Xxxxxx, Attorney At Law, 000 Xxxxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxx 00000 (the “Company’s Attorney”). (d) In the event that subscriptions for the a minimum of 30 Units shall not prevent it have been received and accepted by the Company by the Termination Date, all documents received from acting subscribers (if any) shall be returned in full (without interest), and the Selling Agent’s engagement and this Agreement shall terminate without obligation on the Selling Agent’s part or on the part of the Company, except as a selling agent or underwriter for the securities of other issuers which may be offered or sold during the Public Offering Periodprovided in Sections 6 and 7 hereof.

Offering and Sale of Units. (a) The Selling Agent is hereby appointed On the principal selling agent basis of the Fund (although as described representations, warranties and agreements herein it is contemplated that certain Additional Selling Agents (including those introduced contained, but subject to the Selling Agent by Wholesalers), Wholesalers and Correspondents may also market Units provided each of such Additional Selling Agents, Wholesalers and Correspondents is duly registered as a broker-dealer in each jurisdiction in which such person markets Units) during the term herein specified for the purpose of finding acceptable subscribers for the Fund through a public offering. The Initial Public Offering Period shall continue until the first full month after the Registration Statement has been declared effective (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning of each month, as determined by the General Partner (the "Ongoing Public Offering Period"; such subsequent sale dates being hereinafter referred to as "Subsequent Public Closing Times"). The Initial Public Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject to the performance by the General Partner of all its obligations to be performed hereunder, and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker and the Trading Advisor contained herein, the Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth, the Company hereby appoints the Marketing Agent as its exclusive agent to effect sales of the Units for the account of the Company at the offering price of $1,000.00 per Unit and upon the other terms and conditions set forth herein and in the Prospectus, and the Marketing Agent agrees to use its best efforts as such agent to sell the Units during the Public term of this Agreement on the terms and conditions set forth herein and in the Prospectus. As compensation for the Marketing Agent's services hereunder, the Company will, at the Closing (as hereinafter defined), pay to the Marketing Agent a commission of $70.00 per Unit (i. e., 7% percent of the gross proceeds of the offering) resulting from the sale of Units pursuant to the offering contemplated herein. The Marketing Agent's appointment shall commence on the date of the execution of this Agreement, and shall continue for a period (such period, including any extension thereof as hereinafter provided, being herein called the "Offering Period") of ___ days from the effective date (the "Effective Date") of the Registration Statement (and for a period of up to ___ additional days if extended by agreement of the Company and the Marketing Agent), unless all of the Units have previously been subscribed for. The offering will terminate and all amounts paid by applicants to purchase Units will be promptly returned to them with interest as provided in the Prospectus and the Escrow Agreement (as hereinafter defined) if subscriptions for at least 3,400 Units (the "Minimum Subscription") have not been received within the Offering Period or if this Agreement shall be terminated as provided herein prior to find acceptable subscribers the expiration of the Offering Period. The Marketing Agent hereby acknowledges that it is a party to the Escrow Agreement (the "Escrow Agreement") of even date herewith between the Marketing Agent, The First National Bank of Bryan, Texas, as Escrow Agent, and the Company, a copy of which is attached hereto as Exhibit A. The Marketing Agent will promptly upon receipt, and in any event by noon, Central time, on the next business day, deliver to the Escrow Agent all cash and checks received by the Marketing Agent from applicants to purchase Units. Such cash or checks will be accompanied by one executed copy of a Subscription Application pursuant to which applications to purchase Units are made, properly completed and executed and in the form of Exhibit A to the Prospectus ("Subscription Application"). All such cash or checks and executed copies of Subscription Application are to be deposited by the Escrow Agent, pursuant to the Escrow Agreement, in the escrow account (the "Escrow Account") established by the Company with the Escrow Agent. All checks received by the Marketing Agent from applicants to purchase Units shall be made payable to "The First National Bank of Bryan, Texas -- Escrow Agent for the Xxxxx-College Station Financial Holding Company". The Marketing Agent will promptly deliver to the Company one photocopy of each Subscription Application deposited in the Escrow Account. Promptly after receipt of a Subscription Application and the funds therefor by the Escrow Agent and delivery of a copy of the Subscription Application, the Company will mail an interim receipt, in the form annexed to the Escrow Agreement as Exhibit A, to each such applicant to purchase for the amount deposited in the Escrow Account on behalf of such applicant to purchase. Any entity selected by the Marketing Agent to process orders for Units at on behalf of applicants to purchase may deliver cash or checks and Subscription Applications received from such applicants directly to the Escrow Agent and deliver a public offering price photocopy of 101% of Net Asset Value (including Subscription Applications so received directly to the 1% organizational charge referred to below), each subscriber being required to make a minimum subscription of at least $10,000, except for (i) trustees or custodians of eligible tax-exempt accounts and individual retirement accounts and (ii) Limited Partners subscribing for additional Units, where the minimum subscription is $5,000Company. It is understood that the Selling Marketing Agent shall have the right to refuse to forward to the Escrow Agent any Subscription Application, and in such event the Marketing Agent shall promptly remit all funds received by the Marketing Agent to the person on whose behalf such funds were submitted to the Marketing Agent's agreement to use its best efforts to find acceptable subscribers for the Units shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers which may be offered or sold during the Public Offering Period.

Offering and Sale of Units. (a) The Correspondent Selling Agent is hereby appointed the principal selling agent as a non-exclusive Correspondent Selling Agent of the Fund (although as described herein it is contemplated that certain Additional Selling Agents (including those introduced to the Selling Agent by Wholesalers), Wholesalers and Correspondents may also market Units provided each of such Additional Selling Agents, Wholesalers and Correspondents is duly registered as a broker-dealer in each jurisdiction in which such person markets Units) during the term herein specified for the purpose of finding acceptable subscribers for the Fund Units through a public offeringoffering of such Units. The Initial Public Offering Period shall continue until the first full month after the Registration Statement has been declared effective (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning of each month, as determined by the General Partner (the "Ongoing Public Offering Period"; such subsequent sale dates being hereinafter referred to as "Subsequent Public Closing Times"). The Initial Public Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject to the performance by the General Partner of all its obligations to be performed hereunder, and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker and the Trading Advisor contained herein, the Correspondent Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Public Offering Period to find acceptable subscribers for the Units at a public offering price of 101% of Net Asset Value (including the 1% organizational charge referred to below), each subscriber being required to make a minimum subscription of at least $10,000, except for (i) trustees or custodians of eligible tax-exempt accounts and individual retirement accounts and (ii) Limited Partners subscribing for additional Units, where the minimum subscription is $5,000subscribers. It is understood that the Correspondent Selling Agent's agreement to use its best efforts to find acceptable subscribers for the Units shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers which may be offered or sold during the Public term hereof. The agency of the Correspondent Selling Agent hereunder shall continue until the expiration or termination of this Agreement, as provided herein, including such additional period as may be required to effect the closing of the sale of the Units subscribed for through the Correspondent Selling Agent through the date of termination. Each subscriber shall be required to submit a minimum subscription of at least $5,000 ($2,000 for trustees or custodians of eligible employee benefit plans and individual retirement accounts and existing Unitholders making additional investments), subject to higher minimum requirements imposed by certain state regulators as set forth in Exhibit B to the Prospectus. Incremental investments are permitted in $100 multiples with Units being sold in fractions calculated to three decimal places; provided, however, that each subscriber will be required to submit a minimum subscription of at least $500 for each Series to which such subscriber subscribes. During the Initial Offering Period all Correspondent Selling Agent branch offices will be required to forward subscriptions to the Managing Owner no later than noon of the first Business Day following receipt of an acceptable subscription agreement from a subscriber for Units (each, a "Subscriber") and during the Continuous Offering Period all Correspondent Selling Agent branch offices will be required to forward subscriptions to the Managing Owner no later than 10:00 a.m., New York City time, on the fifth Business Day prior to the last day each month. The Managing Owner shall have sole responsibility for determining whether Subscribers are qualified to become Limited Owners in the Trust and for accepting subscriptions and determining their validity. The Correspondent Selling Correspondent Selling Agent Agreement Agent agrees to use its best efforts to cause Subscribers to prepare their subscriptions in proper form. The Correspondent Selling Agent shall deposit the subscription proceeds from the sale of Units in each Series (the "Proceeds") during the Initial Offering Period in the escrow account and sub-account corresponding to such Series at JPMorgan Chase Bank, New York, NY (the "Escrow Agent"), for thx xxxxxxxx xxxxxxx xx xxx Xxxxxxxbers of such Series not later than the second Business Day following the receipt by the Managing Owner of completed subscription agreements accompanied by such Proceeds. Proceeds will be transferred to the escrow account and sub-account at the Escrow Agent by check from the Subscriber or via wire transfer from the Subscriber's account. The Managing Owner will determine whether to accept or reject all subscriptions within two (2) Business Days following receipt of subscription documents from the Correspondent Selling Agent. Upon notification by the Managing Owner to the Escrow Agent that a subscription for Units of a Subscriber has been rejected, for whatever reason, or in the event that the Subscriber rescinds its subscription in conformity with the requirements of the North American Securities Administrators Association Inc. Guidelines for Registration of Commodity Pool Programs, the Escrow Agent shall by check or wire transfer return any Proceeds held in escrow, excluding any interest thereon, to the payor of such Proceeds. The Escrow Agent shall make interest payments to the Trust to be retained by the Trust for the benefit of all investors in the applicable Series of Units by delivering a check in the amount equal to the interest allocable by Series to each Subscriber. If subscriptions for the minimum number of Units in a Series set forth in the Prospectus (after taking into account the Managing Owner's contribution) have not been made by the conclusion of the Initial Offering Period for a Series, then all Proceeds deposited in the escrow account designated for that Series, excluding any interest thereon, shall be returned (in the same way described above in the case of a rejected or rescinded subscription) to the payor of such Proceeds on a pro rata basis (and taking into account the amount and time of deposit), no later than ten (10) Business Days after the termination of the Initial Offering Period for the affected Series, or as soon thereafter as practicable if payment cannot be made in such time period. During the Continuous Offering Period, the Managing Owner also will determine whether to accept or reject all subscriptions received and will do so (1) within two (2) Business Days following receipt from the Correspondent Selling Agent of a "Request for Exchange" (in the form attached to the Prospectus as Exhibit C) or the "Subscription Agreement" (in the form attached to the Prospectus as Exhibit B) with respect to a Limited Owner in an existing Series and (2) within two (2) Business Days following receipt of subscription documents from the Correspondent Selling Agent for a new Subscriber. For subscriptions which are accepted, Proceeds will be transferred to the Escrow Agent by check from the Subscriber or via wire transfer from the Subscriber's account. For an existing Limited Owner, such transfer will occur on the first Business Day which first follows the date on which the Managing Owner accepts the subscription. For a new Subscriber, such transfer will occur on the second Business Day after the subscription documents are delivered by the Subscriber to the Correspondent Selling Agent (or an Additional Seller). At the Initial Closing Time for a Series, and thereafter on each subsequent closing date with respect to that Series, the acceptance, delivery, and receipt of subscriptions for Correspondent Selling Agent Agreement Units will be subject to the terms and conditions set forth in this Agreement, including, but not limited to, (1) the payment of the full subscription price for Units and delivery of a properly completed Subscription Agreement/Power of Attorney by each Subscriber; (2) the fact that a new Subscriber's subscription will not be final and binding until two (2) Business Days following the Subscriber's delivery of his subscription documents to the Correspondent Selling Agent (or an Additional Seller), and (3) compliance with Section 7 hereof. Upon the satisfaction of such terms and conditions, the aggregate subscription price for Units (inclusive of any interest earned on such subscriptions while held in escrow which will be retained by the Trust for the benefit of all investors in the applicable Series of Units) will be paid and delivered to the Trust in accordance with the Escrow Agreement. The Correspondent Selling Agent agrees that it will not take any of the following action against the Trust: (1) seek a decree or order by a court having jurisdiction in the premises (A) for relief in respect of the Trust in an involuntary case or proceeding under the federal Bankruptcy Code or any other federal or state bankruptcy, insolvency, reorganization, rehabilitation, liquidation or similar law or (B) adjudging the Trust a bankrupt or insolvent, or seeking reorganization, rehabilitation, liquidation, arrangement, adjustment or composition of or in respect of the Trust under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or of any substantial part of any of its properties, or ordering the winding up or liquidation of any of its affairs, (2) seek a petition for relief, reorganization or to take advantage of any law referred to in the preceding clause; or (3) file an involuntary petition for bankruptcy (collectively "Bankruptcy or Insolvency Action"). In addition, the Correspondent Selling Agent agrees that for any obligations due and owing to it by any Series, the Correspondent Selling Agent will look solely and exclusively to the assets of such Series or the Managing Owner, if it has liability in its capacity as Managing Owner, to satisfy its claims and will not seek to attach or otherwise assert a claim against the other assets of the Trust, whether or not there is a Bankruptcy or Insolvency Action taken. The parties agree that this provision will survive the termination of this Agreement, whether terminated in a Bankruptcy or Insolvency Action or otherwise. This Agreement has been made and executed by and on behalf of the Trust and the Managing Owner and the obligations of the Trust and/or the Managing Owner set forth herein are not binding upon any of the Limited Owners individually but are binding only upon the assets and property identified above and no resort shall be had to the assets of other Series issued by the Trust or the Limited Owners' personal property for the satisfaction of any obligation or claim hereunder.

Offering and Sale of Units. (a) The Selling Agent is hereby appointed the principal selling agent of as a Principal Selling Agent for the Fund (although as described herein the Fund will engage the other Principal Selling Agents and it is contemplated that certain various Additional Selling Agents (including those introduced to the Selling Agent by Wholesalers), Wholesalers and Correspondents also may also market Units provided each of such Additional Selling Agents, Wholesalers and Correspondents is duly registered as a broker-dealer in each jurisdiction in which such person markets Units) during the term herein specified for the purpose of finding acceptable subscribers for the Fund Units through a public offeringoffering of such Units. The Initial Public Offering Period shall continue until the first full month after the Registration Statement has been declared effective (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning of each month, as determined by the General Partner (the "Ongoing Public Offering Period"; such subsequent sale dates being hereinafter referred to as "Subsequent Public Closing Times"). The Initial Public Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject to the performance by the General Partner of all its obligations to be performed hereunder, hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Broker and the Trading Advisor Partner contained herein, the Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Public Offering Period to find acceptable subscribers for the Units at a public offering price of 101% of Net Asset Value (including the 1% organizational charge referred to below), each subscriber being required to make a minimum subscription of at least $10,000, except for (i) trustees or custodians of eligible tax-exempt accounts and individual retirement accounts and (ii) Limited Partners subscribing for additional Units, where provided that there is no minimum number of Units for which the minimum subscription is $5,000Selling Agent agrees to find subscribers. It is understood that the Selling Agent's agreement to use its best efforts to find acceptable subscribers for the Units shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers which issuers, including affiliates of the Selling Agent, that may be offered or sold during the Public Offering Periodterm hereof. The agency of the Selling Agent hereunder shall continue until the expiration or termination of this Agreement as provided herein, including such additional period as may be required to effect a final closing of the sale of the Units subscribed for through the date of such termination. All subscriptions are subject to acceptance or rejection, in whole or in part in the General Partner's sole discretion, and no compensation shall be due hereunder in respect of rejected subscriptions.

Offering and Sale of Units. (a) The Selling Agent is hereby appointed the principal selling agent of as a non-exclusive Selling Agent for the Fund (although as described herein it is contemplated that certain Additional Selling Agents (including those introduced to the Selling Agent by Wholesalers), Wholesalers and Correspondents may also market Units provided each of such Additional Selling Agents, Wholesalers and Correspondents is duly registered as a broker-dealer in each jurisdiction in which such person markets Units) during the term herein specified for the purpose of finding acceptable subscribers for the Fund through a public offeringUnits on the terms stated herein and in the Prospectus and any amendments or supplements thereto. The Initial Public Offering Period shall continue until the first full month after the Registration Statement has been declared effective (the "Initial Public Offering Period"; such date being hereafter referred to as the "Initial Public Offering Termination Date"). Thereafter, Units may be sold as of the beginning of each month, as determined by the General Partner (the "Ongoing Public Offering Period"; such subsequent sale dates being hereinafter referred to as "Subsequent Public Closing Times"). The Initial Public Offering Period and the Ongoing Public Offering Period shall be referred to herein as the "Public Offering Period." Subject to the performance by the General Partner and the Fund of all its their respective obligations to be performed hereunder, hereunder and to the completeness and accuracy in all material respects of all the respective representations and warranties of the General Partner, the Broker Partner and the Trading Advisor Fund contained herein, the Selling Agent hereby accepts such agency and agrees on to the terms and conditions herein set forth to use its best efforts during the Public Offering Period to find acceptable subscribers for the Units at a public offering price of 101% of Net Asset Value (including the 1% organizational charge referred to below), each subscriber being required to make a minimum subscription of at least $10,000, except for (i) trustees or custodians of eligible tax-exempt accounts and individual retirement accounts and (ii) Limited Partners subscribing for additional Units, where the minimum subscription is $5,000. It is understood that the Selling Agent's agreement herein to use its best efforts to find acceptable subscribers for the Units, provided that there is no minimum number of Units for which the Selling Agent agrees to find subscribers. It is understood that nothing herein shall not prevent it the Selling Agent from acting as a selling agent or underwriter for the securities of other issuers which issuers, including affiliates of the Selling Agent, that may be offered or sold during the Public Offering Periodterm hereof. The agency of the Selling Agent hereunder shall continue until the expiration or termination of this Agreement as provided herein, including such additional period as may be required to effect a final closing of the sale of the Units subscribed for through the date of such termination. All subscriptions are subject to acceptance or rejection, in whole or in part in the General Partner’s sole discretion, and no compensation shall be due hereunder in respect of rejected subscriptions. The parties hereto agree that the compensation payable to the Selling Agent pursuant to this Agreement shall be as set forth in Appendix A hereto or in such lesser amounts to which the General Partner and the Selling Agent may agree. The Selling Agent acknowledges that the Units are divided into separate classes, certain of which are open for investment only by certain subscribers as described in the Prospectus, or otherwise in the General Partner’s discretion.