Exhibit 10.18(a)
FIRST AMENDMENT TO MANAGEMENT AGREEMENT
THIS FIRST AMENDMENT (this "Amendment") to the Management Agreement dated
as of January 1, 2004 (the "Management Agreement"), by and among Xxxxxx Xxxxxxx
Spectrum Technical L.P., a Delaware limited partnership (the "Partnership"),
Demeter Management Corporation, a Delaware corporation (the "General Partner")
and Xxxxxx Capital Management Limited, a United Kingdom company (the "Trading
Advisor"), is made and entered into by the undersigned parties on October 10,
2006 (the "Effective Date").
WHEREAS, all provisions contained in the Management Agreement remain in
full force and effect and are modified only to the extent necessary to provide
for the amendments set forth below;
WHEREAS, terms used and not otherwise defined herein have the meaning
ascribed to such term in the Management Agreement;
WHEREAS, the undersigned parties desire to amend certain confidentiality
provisions of the Management Agreement; and
WHEREAS, pursuant to Section 15 of the Management Agreement, the
undersigned parties may amend the Management Agreement by written consent;
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the undersigned parties hereto agree as follows:
1. Confidentiality. Section 11(b)(iv) of the Management Agreement is hereby
deleted and replaced with the following:
"(A) The Partnership and the General Partner will keep confidential and not
disseminate any Confidential Information (as defined in Section 11(b)(iv)(B) of
this Agreement) to any of the limited partners of the Partnership, or the
customers, employees, agents, shareholders, officers, directors or affiliates of
the General Partner or Xxxxxx Xxxxxxx XX or any other person or entity, except
such details as may be, in the reasonable judgment of the General Partner,
necessary or appropriate for the conduct of the business of the Partnership or
as required by law. The General Partner agrees to use any Confidential
Information provided by the Trading Advisor only to the extent necessary to
conduct the business of the Partnership or as required by law. At the written
request of the Trading Advisor, the General Partner further agrees to return to
the Trading Advisor any Confidential Information provided to the General
Partner, except for copies of materials retained for record-keeping purposes as
required by law or by this Agreement. The General Partner further agrees to
maintain internal procedures and safeguards designed to reasonably comply with
the confidentiality obligations of the Partnership and the General Partner as
set forth in this Agreement.
(B) "Confidential Information" shall mean any written or oral information:
(1) as described in Section 2(b)(ii) of this Agreement; (2) as described in
Section 2(b)(iii) of this Agreement; (3) regarding the trading systems,
strategies, methods and programs of the Trading Advisor; and (4) regarding
specific trades made by the Trading Advisor for the account of the Partnership;
provided that Confidential Information shall not include any written or oral
information: (aa) that was already in the possession of any of the parties as of
January 1, 2004 other than by reason of discussions with or disclosures by the
parties negotiating this Agreement; (bb) that is obtained from a third party
who, insofar as is known to the receiving party, is not prohibited from
disclosing or transmitting the information by a contractual, legal or fiduciary
obligation; (cc) that is or becomes publicly available through no fault of the
receiving person; and (dd) that is independently developed by the recipient
without use of the Confidential Information.
(C) Without prejudice to the generality of the foregoing, the Partnership
and the General Partner specifically agree not to use any Confidential
Information: (a) so as to procure any commercial advantage over the Trading
Advisor; or (b) in any other manner detrimental to the Trading Advisor."
2. Effective Date. This Amendment shall take effect as of the Effective Date.
3. Counterparts and Facsimile Execution. This Amendment may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute the same agreement. Facsimile counterpart
signature pages to this Amendment shall be acceptable and binding.
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to the Management Agreement to be duly executed and delivered as
of the Effective Date.
Xxxxxx Xxxxxxx Spectrum Technical L.P.
By: Demeter Management Corporation, its general partner
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: President
Demeter Management Corporation
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: President
Xxxxxx Capital Management Limited
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: Director
