JOINDER AGREEMENT
Exhibit 10
This Joinder Agreement dated as of June 1, 2009 (this “Joinder Agreement”), by and among
Citigroup Managed Futures LLC (“CMF”), as the general partner or trading manager of, and on behalf
of, the investment funds identified on the schedule attached as Exhibit A to this agreement (each,
a “Fund” and collectively, the “Funds”), Citigroup Global Markets Inc. (on behalf of itself and its
Xxxxx Xxxxxx division) (“CGMI”) and Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC (the “Joining Party”) amends
the Agency and/or Selling Agreements, as applicable, listed on Exhibit A, including any annexes
thereto to which CGMI is a party (each, an “Agency Agreement” and collectively, the “Agency
Agreements”), by and among CMF, the Funds, CGMI and the other parties thereto.
This Joinder Agreement shall be effective as of the date of the close of the transaction
between Citigroup Inc. and Xxxxxx Xxxxxxx resulting in the formation and commencement of operations
of the Joining Party (the “Joint Venture Closing”). After the Joint Venture Closing, the Joining
Party will be comprised of two channels, the Xxxxx Xxxxxx channel and the Xxxxxx Xxxxxxx channel.
It is contemplated that the Funds will be offered by the Xxxxx Xxxxxx channel and not the Xxxxxx
Xxxxxxx channel until the parties to the joint venture otherwise agree. The terms and conditions
of the Agency Agreements not specifically modified or amended by this Joinder Agreement will
continue in full force and effect.
The Joining Party, CMF, the Funds, and CGMI acknowledge, agree and confirm that, by their
execution of this Joinder Agreement, the Joining Party, on behalf of its Xxxxx Xxxxxx channel,
shall be deemed to be a party to the Agency Agreements as of the date of the Joint Venture Closing
and shall have all of the rights, duties and obligations of an “agent” (as such rights, duties and
obligations are described in each Agency Agreement) as if the Joining Party had been a party to and
had executed the Agency Agreement. The Joining Party agrees, with respect to its Xxxxx Xxxxxx
channel, as of the date of the Joint Venture Closing and without retroactive effect, to be bound by
all of the terms, provisions and conditions contained in each Agency Agreement. Each party hereto
acknowledges that the Joining Party may serve as a non-exclusive selling agent for the purposes of
privately offering to prospective limited partners Units (as defined in each Agency Agreement) of
the Fund.
Notwithstanding anything to the contrary in the Agency Agreement, so long as CGMI serves as a
clearing broker for a Fund, CGMI shall continue to be compensated as set forth in the relevant
Fund’s Agency Agreement and/or Customer Agreement which prescribes such compensation. The Fund and
the general partner or trading manager acknowledge that CGMI may allocate and pay to the Joining
Party all or a portion of any compensation paid to CGMI under the Agency Agreement, as may be
agreed between CGMI and the Joining Party.
This Joinder Agreement shall be governed by the laws of the State of New York (without regard
to the conflicts of laws rules thereof) and may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Transmission by telecopier or facsimile transmission of an executed counterpart of
this Joinder Agreement shall constitute due and sufficient delivery of such counterpart.
IN WITNESS WHEREOF, each of the parties hereto has caused this Joinder Agreement to be duly
executed by the authorized person whose signature appears below.
| XXXXXX XXXXXXX XXXXX XXXXXX LLC | ||||
By:
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/s/ Xxxxxx Xxxxxx
|
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| Title: Authorized Signatory | ||||
| CITIGROUP GLOBAL MARKETS INC. | ||||
By:
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/s/ Xxxxxx X. Xxxxxxxx
|
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| Title: Managing Director | ||||
| CITIGROUP MANAGED FUTURES LLC | ||||
By:
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/s/ Xxxxx Xxxxxxxx
|
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| Title: President | ||||
| EACH OF THE FUNDS LISTED ON EXHIBIT A HERETO | ||||
By:
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Citigroup Managed Futures LLC, the general
partner or trading manager of each Fund |
|||
By:
|
/s/ Xxxxx Xxxxxxxx
|
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| Title: President | ||||
