EXHIBIT 10.01(a)
AMENDMENT NO. 1
TO
MANAGEMENT AGREEMENT
WHEREAS, DEMETER MANAGEMENT CORPORATION, a Delaware corporation (the
"General Partner") on behalf of XXXXXX XXXXXXX CHARTER XXXXXXXX X.X., a Delaware
limited partnership (the "Partnership"), and XXXXXXXX & COMPANY, INC., a
Maryland corporation (the "Trading Advisor"), have agreed to amend the
Management Agreement, dated August 31, 2002 (the "Management Agreement"), among
the Partnership, the General Partner, and the Trading Advisor, to incorporate
confidentiality provisions as part of Section 1, "Undertakings in Connection
with the Continuing Offering of Units" .
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 amendment set forth below.
NOW, THEREFORE, the parties hereto hereby amend Section 1 - Undertakings
in Connection with the Continuing Offering of Units, of the Management
Agreement, by adding the following language:
(d) For purposes of this Agreement, and notwithstanding any of the
provisions hereof, all non-public information relating to the Trading Advisor
including, but not limited to, records whether original, duplicated
computerized, handwritten, or in any other form, and information contained
therein, business and/or marketing and/or sales plans and proposals, names of
past and current clients, names of past, current and prospective contacts,
trading methodologies, systems, strategies and research data bases, portfolios,
and computer software, and all written and oral information, furnished by the
Trading Advisor to the Partnership or the General Partner and/ or their
officers, directors, Members, employees, agents (including, but not limited to,
attorneys, consultants, service consultants and financial advisors) or
controlling persons (each a "Recipient"), whether furnished before or after the
date hereof, and regardless of the manner in which it was furnished, together
with any analysis, compilations, studies or other documents or records which are
prepared by a Recipient of such information and which contain or are generated
from such information, regardless of whether explicitly identified as
confidential, with the exception of information which (i) is or becomes
generally available to the public other than as a result of acts by the
Recipient in violation of this Agreement, (ii) is in possession of the Recipient
prior to its disclosure pursuant to the terms hereof, or (iii) is or becomes
available to the Recipient from a source that is not bound by a confidentiality
agreement with regard to such information or by any other legal obligation of
confidentiality prohibiting such disclosure, are and shall be confidential
information and/or trade secrets and the exclusive property of the Trading
Advisor ("Confidential Information" and/or "Proprietary Information").
(e) The Partnership and the General Partner each warrants and agrees that
they and their respective officers, directors, Members, employees and agents
(including for purposes of this Agreement, but not limited to, attorneys,
accountants, and service consultants) will protect and preserve the Confidential
Information and will disclose Confidential Information or otherwise make
Confidential Information available only to the Partnership or the General
Partner's officers, employees, directors, Members and agents, who need to know
the Confidential Information (or any part of it) for the purpose of satisfying
its fiduciary, reporting, filing or other obligations hereunder or to monitor
performance in the account during the term of this Agreement or thereafter,
unless the Partnership, General Partner or a Recipient, as the case may be, is
required to disclose it by judicial process. Additionally, the Partnership and
the General Partner each warrants and agrees that it and any Recipient will use
the Confidential Information solely for the purpose of satisfying the
Partnership or the General Partner's obligations under this Agreement and not in
a manner which violates the terms of this Agreement.
IN WITNESS WHEREOF, this Amendment to the Management Agreement has been
executed for and on behalf of the undersigned as of the 13th day of June, 2006.
XXXXXX XXXXXXX CHARTER XXXXXXXX X.X.
By: Demeter Management Corporation,
General Partner
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Chairman and President
DEMETER MANAGEMENT CORPORATION
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Chairman and President
XXXXXXXX & COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: General Counsel
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer
