Common use of The Memorandum Clause in Contracts

The Memorandum. Each of Series J and the Managing Owner agrees to cooperate and use its good faith, and best efforts in connection with (i) the preparation by the Trust of the Memorandum (and any amendments or supplements thereto), (ii) the filing of all documents (and any amendments or supplements thereto) with such governmental and self-regulatory authorities as the Managing Owner deems appropriate for the sale of the Interests and the taking of such other actions not inconsistent with this Agreement as the Managing Owner may determine to be necessary or advisable in order to make the proposed offer and sale of Interests lawful in any jurisdiction, and (iii) the taking of such other actions as the Managing Owner may reasonably determine to be necessary or advisable in order to comply with any other legal or regulatory requirements applicable to the Trust or Series J. The Advisor agrees to make all required disclosures regarding itself, its officers and principals, trading performance, Trading Approach, customer accounts (other than the names of customers, unless such disclosure is required by law or regulation) and otherwise as may be required, in the reasonable judgment of counsel to the Managing Owner, to be made in the Memorandum and in applications to any such jurisdictions by reason of any law or regulation applicable to the Trust or Series J. Except as required by applicable law or regulations, no description of, or other information relating to, the Advisor may be distributed by the Managing Owner without the prior written consent of the Advisor; provided that distribution of performance information relating to Series J’s account shall not require consent of the Advisor.

The Memorandum. Each of Series J and the Managing Owner agrees to cooperate and use its good faith, faith and best reasonable efforts in connection with (i) the preparation by the Trust of the Memorandum (and any amendments or supplements thereto), (ii) the filing of all documents (and any amendments or supplements thereto) with such governmental and self-regulatory authorities as the Managing Owner deems appropriate for the sale of the Interests and the taking of such other actions not inconsistent with this Agreement as the Managing Owner may determine to be necessary or advisable in order to make the proposed offer and sale of Interests lawful in any jurisdiction, and (iii) the taking of such other actions as the Managing Owner may reasonably determine to be necessary or advisable in order to comply with any other legal or regulatory requirements applicable to the Trust or Series J. The Advisor agrees to make all required disclosures regarding itself, its officers and principals, trading performance, Trading Approach, customer accounts (other than the names of customers, unless such disclosure is required by law or regulation) and otherwise as may be required, in the reasonable judgment of counsel to the Managing Owner, to be made in the Memorandum and in applications to any such jurisdictions by reason of any law or regulation applicable to the Trust or Series J. Except as required by applicable law or regulations, no description of, or other information relating to, the Advisor may be distributed by the Managing Owner without the prior written consent of the Advisor, which consent shall not be unreasonably withheld or delayed; provided that distribution of performance information relating to Series J’s account shall not require consent of the Advisor.