EXHIBIT 10(e)
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ADVISORY AGREEMENT
THIS ADVISORY AGREEMENT (the "Agreement"), made as of the _____ day of
December __, 2001 among THE FOUR SEASONS TRADING FUND L.P., a Delaware limited
partnership (the "Trading Company"), JAMES RIVER MANAGEMENT CORP., a
_____________ corporation (the "General Partner"), and SSARIS ADVISORS, LLC, a
Delaware limited liability company (the "Trading Advisor"). Capitalized terms
that are used, but not defined, in this Agreement shall have the same meanings
ascribed thereto in the Prospectus.
W I T N E S S E T H:
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WHEREAS, the Trading Company has been organized to trade, buy, sell or
otherwise acquire, hold or dispose futures and forward contracts for
commodities, financial instruments, and currencies, any rights pertaining
thereto and any options thereon or on physical commodities and to engage in all
activities necessary or incident thereto (the foregoing forms of investment
being collectively referred to herein as "commodity interests");
WHEREAS, the General Partner acts as general partner of the Trading
Company;
WHEREAS, The Four Seasons Fund II L.P. (the "Partnership"), the sole
limited partner of the Trading Company, previously offered Units of Limited
Partnership Interest in the Partnership ("Units") for sale to investors in an
offering registered with the Securities and Exchange Commission ("SEC") under
the Securities Act of 1933, as amended (the "1933 Act"), as described in the
initial and any amended prospectus and registration statement filed with the SEC
under the 1933 Act, which also constitutes a disclosure document that has been
filed with the Commodity Futures Trading Commission (the "CFTC") and the
National Futures Association (the "NFA"), pursuant to the Commodity Exchange
Act, as amended (the "CEA"), the commodity pool operators and commodity trading
advisors regulations promulgated under the CEA by the CFTC (the "Commodity
Regulations"), and NFA rules promulgated under the CEA (the "NFA Rules");
WHEREAS, the Trading Advisor is engaged in the business of, among other
things, making trading decisions on behalf of investors in the purchase and sale
of certain commodity interests; and
WHEREAS, the Trading Company desires the Trading Advisor, upon the
terms and conditions set forth herein, to act as trading advisor for the Trading
Company (which has received from the Partnership all capital invested in the
Partnership net of organizational charges and selling commissions and the
amounts necessary to fund the Guaranteed Distribution pool, all as described in
the Partnership's Prospectus dated September 8, 1992, hereinafter referred to as
the "Prospectus") and to make commodity interest investment decisions for the
Trading Company, and the Trading Advisor desires to so act;
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1. Duties of the Trading Advisor.
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a) Speculative Trading. Commencing on December 3, 2001, the
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Trading Advisor shall act as a trading advisor for the Trading Company, acting
independently from any other advisors or managers selected to direct accounts on
behalf of the Trading Company. The Trading Advisor and the Trading Company agree
that in managing an account for the Trading Company, the Trading Advisor shall
apply its Balanced Portfolio Program as contemplated by the Trading Advisor's
Commodity Trading Advisor Disclosure Document dated October 31, 2001 (the
"Initial CTA Disclosure Document"), as such program may be developed and
modified over time (except that the Trading Advisor may not abandon the basic
asset allocation principles on which the Balanced Portfolio Program is based).
The Trading Advisor may use a different program in managing the Trading
Company's account only with the consent of the Trading Company. Except as
provided otherwise in this Section 1, the Trading Advisor shall have sole and
exclusive authority and responsibility for directing the investment and
reinvestment of the Trading Company's assets pursuant to and in accordance with
the Trading Advisor's best judgment and the Balanced Portfolio Program as
described in the Initial CTA Disclosure Document, and as refined and modified
from time to time in the future in accordance herewith, for the period and on
the terms and conditions set forth herein and in accordance with the Trading
Company's trading strategies and policies (the "Trading Strategies") as
described in the Prospectus and the Limited Partnership Agreement of the Trading
Company (the "Limited Partnership Agreement") or as may be modified by the
Trading Company with the prior consent of the Trading Advisor.
Notwithstanding the foregoing, the Trading Company or the General
Partner may override the trading instructions of the Trading Advisor to the
extent necessary: (i) to comply with the Trading Strategies; (ii) to fund any
distributions or redemptions of Units to be made by the Partnership; (iii) to
pay the Trading Company's and the Partnership's expenses; (iv) to deleverage the
Trading Company in accordance with the terms of the Prospectus; and/or (v) to
comply with speculative position limits; provided that the Trading Company and
the General Partner shall permit the Trading Advisor three days in which to
liquidate positions for the purposes set forth in clauses (ii), (iii) and (v)
prior to exercising their override authority. The Trading Advisor will not be
liable to the Trading Company solely as a result of any loss caused by the
intervention of Trading Company or the General Partner.
The Trading Company and the General Partner both specifically
acknowledge that in agreeing to manage an account for the Trading Company the
Trading Advisor is in no respects making any guarantee of profits or of
protections against loss.
The Trading Advisor shall give the Trading Company prompt written
notice of any proposed material change in the Balanced Portfolio Program or the
manner in which trading decisions are to be made or implemented and shall not
make any such proposed change with respect to trading for the Trading Company
without having given the Trading Company and the General Partner at least 30
days' prior written notice of such change. The addition and/or deletion of
commodity interests from the Trading Company's portfolio managed by the Trading
Advisor shall not be deemed a change in the Balanced Portfolio Program and prior
written notice to the Trading Company or the General Partner shall not be
required therefor (unless the deletion
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constitutes an abandonment of the basic asset allocation principles on which the
Balanced Portfolio Program is based).
b) Investment of Assets Held in Securities and Cash.
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Notwithstanding any provision of this Agreement to the contrary, the Trading
Company and the General Partner, and not the Trading Advisor, shall have the
sole and exclusive authority and responsibility with regard to the investment,
maintenance and management of the Trading Company's assets other than in respect
of the Trading Advisor's trading of the Trading Company's assets in commodity
interests.
c) Trading Authorization. Prior to the Trading Company's
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acceptance of trading advice from the Trading Advisor in accordance with this
Agreement, the Trading Company shall deliver to the Trading Advisor a trading
authorization in the form of Appendix A hereto appointing the Trading Advisor as
an agent of the Trading Company and attorney-in-fact for such purpose.
d) Disclosure Documents. The Trading Company and the General
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Partner hereby acknowledge receipt of the Initial CTA Disclosure Document. The
Trading Advisor shall, during the term of this Agreement, deliver to the Trading
Company copies of all other commodity trading advisor disclosure documents
relating to the Balanced Portfolio Program filed with the CFTC or NFA by the
Trading Advisor promptly following the effectiveness of such document and the
Trading Company shall sign the Acknowledgement of Receipt of Disclosure Document
in the form of Appendix B hereto for each disclosure document so delivered.
2. Trading Advisor Independent.
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For all purposes of this Agreement, the Trading Advisor shall be
deemed to be an independent contractor and shall have no authority to act for or
represent the Trading Company or the Partnership in any way and shall not
otherwise be deemed to be an agent of the Trading Company or the Partnership.
Nothing contained herein shall create or constitute the Trading Advisor and any
other trading advisor for the Trading Company, the Trading Company, the
Partnership or the General Partner as a member of any partnership, joint
venture, association, syndicate, unincorporated business or other separate
entity, nor shall be deemed to confer on any of them any express, implied, or
apparent authority to incur any obligation or liability on behalf of any other.
The parties acknowledge that the Trading Advisor has not been an organizer or
promoter of the Partnership.
3. Commodity Broker.
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The Trading Advisor shall clear orders for all commodity interest
transactions for the Trading Company through such commodity broker or brokers,
or in the case of forward contracts through such dealers or banks, as the
Trading Company shall direct from time to time in its sole discretion (the
Trading Company initially so designating Man Financial Inc.). The Trading
Advisor may trade on a "give-up" basis so long as the give-up charges are
reasonable and customary. The General Partner will arrange for the Trading
Advisor to receive copies of all trade confirmations and all routine daily,
monthly and other reports generated by the Trading Company's commodity brokers
in respect of the Trading Company's trading activities.
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4. Trading Advisory Fees.
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For the advisory services contemplated by this Agreement, the
Trading Company shall pay to the Trading Advisor (a) an incentive fee equal to
15% of any cumulative New Trading Profit (as defined hereinafter), determined as
of the end of each calendar quarter (irrespective of whether the Trading Company
has been trading for the entirety of such quarter) and (b) a monthly management
fee equal to 0.0833% (a 1% annual rate) of the Partnership's Net Assets (as
defined in the Prospectus and with the Guaranteed Distribution Pool being valued
at cost plus accrued interest) as of the end of each month, after brokerage
commissions, interest credits, sponsor's fees and administrative costs but
before incentive fee accruals. The incentive fee and management fee shall also
be paid to the Trading Advisor upon the termination of this Agreement as if the
date of termination were a calendar quarter-end and month-end, respectively.
The description of the calculation of the management fee set
forth in the Prospectus is hereby confirmed in all respects.
"New Trading Profit" shall mean the excess, if any, of Net Assets
at the end of the period over Net Assets at the end of the highest previous
period or $___________/1/, and as further adjusted to eliminate the effect on
Net Assets resulting from new Capital Contributions, redemptions or capital
distributions, if any, made during the period decreased by interest or other
income, not directly related to trading activity, earned on Program assets
during the period, whether the assets are held separately or in a margin
account. Except as expressly set forth in the foregoing sentence, the
description of the calculation of the incentive fee set forth in the Prospectus
is hereby confirmed in all respects.
5. Term and Termination.
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a) Term and Renewal. This Agreement shall continue in effect
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until the end of the Time Horizon (as defined in the Prospectus) or, if earlier,
the termination of trading by the Trading Company. Subsequent renewals may be
negotiated between the General Partner and the Trading Advisor.
b) Termination. Notwithstanding Section 5(a) hereof, the
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General Partner may (but shall be under no obligation to), acting on behalf of
the Trading Company, prior to this Agreement's expiration, terminate this
Agreement in the event (i) of regulatory suspension or the occurrence of other
events which preclude the Trading Advisor from providing the services
contemplated in the Prospectus or from performing its obligations under this
Agreement, (ii) that the Trading Company terminates, or (iii) that the Trading
Company's Net Asset Value declines by 80% during any fiscal year (after adding
back the allocable portion of redemptions and distributions deducted from the
Trading Company). This Agreement shall also terminate upon
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/1/ The amount of net assets at the highest previous period under RXR's Advisory
Agreement (as adjusted as of September 28, 2001, assuming that there are no
redemptions or distributions since that date) shall be inserted here in order to
preserve the existing loss carryforward. This definition of "New Trading Profit"
is identical to that set forth in the Prospectus, except that such amount is
used in lieu of "Net Assets at the date trading commences." See page 86 of the
Prospectus.
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(i) the mutual decision of the Trading Advisor and the Trading Company or (ii)
the bankruptcy, insolvency or dissolution of the Trading Advisor or the Trading
Company.
6. Right to Advise Others; Uniformity of Acts and Practices.
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During the term of this Agreement, the Trading Advisor and its
affiliates shall be free to advise other investors (including, without
limitation, other commodity pools) as to the purchase and sale of commodity
interests, to manage and trade other investors' commodity interest accounts and
to trade for and on behalf of their own proprietary commodity interest accounts.
However, under no circumstances shall the Trading Advisor or any of its
affiliates knowingly or deliberately favor any commodity interest account
directed by any of them (regardless of the date on which they began or shall
begin to direct such account) over the Trading Company's account in any way or
manner. Differences in performance between different programs shall not in
itself constitute favoring an account over another. The Trading Advisor
understands and agrees that it and its affiliates shall have a fiduciary
responsibility to the Trading Company under this Agreement. For purposes of this
Agreement, the Trading Advisor and its affiliates shall not be deemed to be
favoring another commodity interest account over the Trading Company's account
if the Trading Advisor or its affiliates, in accordance with specific
instructions of the owner of such account, trade such account pursuant to a
different program than that used for the Trading Company or trade such account
at a degree of leverage or in accordance with trading policies which shall be
different than that which shall normally be applied to substantially all of the
Trading Advisor's other accounts or if the Trading Advisor or its affiliates, in
accordance with the Trading Advisor's money management principles, shall not
trade certain commodity interest contracts for an account based on the amount of
equity in such account.
Subject to any confidentiality restrictions imposed by a third
party, at the request of the Trading Company, the Trading Advisor and its
affiliates shall promptly make available to the Trading Company copies of the
normal daily, monthly, quarterly and annual, as the case may be, written reports
reflecting the performance of all commodity pool accounts advised, managed,
owned or controlled by the Trading Advisor or its affiliates required to be
delivered to pool participants pursuant to the CEA and similar written
information, including monthly account statements, reflecting the performance of
all other commodity, interest accounts advised, managed, owned or controlled by
the Trading Advisor or its affiliates, with respect to which accounts reports
shall not be required to be delivered to the owners thereof pursuant to the CEA.
At the request of the Trading Company, the Trading Advisor or its affiliates
shall immediately deliver to the Trading Company a satisfactory written
explanation, in the judgment of the Trading Company, of differences, if any, in
the performance between the Trading Company's account and such other commodity
interest accounts traded utilizing the same program (subject to the need to
preserve the secrecy of proprietary information concerning the Trading Advisor's
trading systems, methods, models, strategies and formulas and the identity of
the Trading Advisor's clients).
As used in this Agreement, the term "principal" shall have the
same meaning given to such term in Section 4.10(e) of the Commodity Regulations,
and the term "affiliate" shall mean an individual or entity (including a
stockholder, director, officer, employee, agent, or principal) that directly or
indirectly controls, is controlled by, or is under common control with any other
individual or entity; provided, that neither State Street Global Alliance LLC or
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any
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successor firm (collectively, "SSGA") nor any parent or subsidiary company of
SSGA, other than the Trading Advisor and its subsidiaries, shall be deemed an
"affiliate" of the Trading Advisor for purposes of this Section 6 or Section 8.
7. Speculative Position Limits.
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If the Trading Advisor (either alone or aggregated with the positions of any
other person if such aggregation shall be required by the CEA, the CFTC or any
other regulatory authority having jurisdiction) shall exceed or be about to
exceed applicable limits in any commodity interest traded for the Trading
Company, the Trading Advisor shall immediately take such action as the Trading
Advisor may deem fair and equitable to comply with the limits, and shall, if any
limit is exceeded, immediately deliver to the Trading Company a written
explanation of the action taken to comply with such limits. If such limits are
exceeded by the Trading Company, the General Partner may require the Trading
Advisor to liquidate positions as required.
8. Additional Agreements of Trading Advisor.
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a) Neither the Trading Advisor nor its employees, affiliates
or agents, the stockholders, directors, officers, employees, principals,
affiliates or agents of such affiliates, or their respective successors or
assigns shall: (i) use or distribute for any purpose whatsoever any list
containing the names and/or residence addresses of and/or other information
about the limited partners of the Partnership; nor (ii) directly solicit any
such limited partner for any business purpose whatsoever (unless such limited
partner is already a client of the Trading Advisor or any of its affiliates).
b) THE TRADING ADVISOR AGREES THAT IT WILL IN NO EVENT MAKE
ANY CLAIM UPON OR BRING ANY ACTION AGAINST THE PARTNERSHIP OR ANY OF ITS LIMITED
PARTNERS BASED ON AN OBLIGATION OR LIABILITY OF THE TRADING COMPANY OR OTHERWISE
ARISING OUT OF THIS AGREEMENT.
9. Representations and Warranties.
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[APPROPRIATE REPRESENTATIONS AND WARRANTIES OF THE TRADING
ADVISOR AND THE GENERAL PARTNER TO BE INSERTED HERE]
a) The Trading Company received Part II of the Trading
Advisor's Form ADV at least forty-eight (48) hours prior to entering into this
Agreement.
10. Entire Agreement.
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This Agreement constitutes the entire agreement between the
parties hereto with respect to the matters referred to herein, and no other
agreement, verbal or otherwise, shall be binding as between the parties unless
it shall be in writing and signed by the party against whom enforcement is
sought.
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11. Indemnification.
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The Trading Company shall indemnify, defend and hold harmless the
Trading Advisor, its affiliates and their respective directors, officers,
shareholders, employees and controlling persons from and against any and all
losses, claims, damages, liabilities (joint and several), costs and expenses
(including any investigatory, legal and other expenses incurred in connection
with, and any amounts paid in, any settlement; provided that the Trading Company
shall have approved such settlement) resulting from a demand, claim, lawsuit,
action or proceeding relating to any of such person's conduct as trading advisor
or otherwise relating to the business or activities undertaken on behalf of the
Trading Company, provided that such conduct did not constitute negligence,
misconduct or a breach of this Agreement or of any fiduciary obligation to the
Trading Company and was done in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best interests of the
Trading Company. The termination of any demand, claim, lawsuit, action or
proceeding by settlement shall not, in itself, create a presumption that the
conduct in question was not undertaken in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of the Trading Company.
In the event the Trading Company has terminated, the Trading
Advisor may sue the General Partner directly on this indemnification claim in
its capacity as General Partner of the Trading Company without first proceeding
against the Trading Company. This provision is intended to effect timing only,
and shall not in any way increase the liability of the General Partner to the
Trading Advisor.
The Trading Advisor shall indemnify, defend and hold harmless the
Trading Company, the Partnership, the General Partner, their affiliates and
their respective directors, officers, shareholders, employees and controlling
persons from and against any and all losses, claims, damages, liabilities (joint
and several), costs and expenses (including any reasonable investigatory, legal
and other expenses incurred in connection with, and any amounts paid in, any
settlement; provided that the Trading Advisor shall have approved such
settlement) resulting from a demand, claim, lawsuit, action or proceeding
relating to any conduct of the Trading Advisor or any of its officers, directors
or employees in connection with this Agreement or relating to the management of
an account of the Trading Company if such conduct of such person constituted
negligence or misconduct or a breach of this Agreement or of any fiduciary
obligation to the Trading Company or was conduct taken otherwise than in good
faith and in a manner reasonably believed to be in, or not opposed to, the best
interests of the Trading Company.
The foregoing agreements of indemnity shall be in addition to,
and shall in no respect limit or restrict, any other remedies which may be
available to an indemnified party. This foregoing indemnity provision shall not
increase the liability of any limited partner to the Partnership or the Trading
Company, or the liability of the Partnership to the Trading Company as its sole
limited partner, beyond the amount of such limited partner's capital and profits
(exclusive of distributions or other returns of capital, including redemptions).
For purposes of this Section 11, the Trading Advisor, its
affiliates and their respective directors, officers, shareholders, employees and
controlling persons shall not be liable to the Trading Company, the Partnership,
the General Partner, their affiliates or their respective
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directors, officers, shareholders, employees and controlling persons, or to any
of their successors and assigns, except by reason of conduct constituting
negligence or misconduct or a breach of this Agreement or of any fiduciary
obligation to the Trading Company or by reason of an act or omission taken
otherwise than in good faith and in a manner reasonably believed to be in, or
not opposed to, the best interests of the Trading Company.
No indemnification under of this Section 11 shall be made in
respect of any demand, claim, lawsuit, action or proceeding relating to
activities of the person to be indemnified which have been adjudged, by a court
having jurisdiction with respect to the matter upon entry of a final judgment,
not to have been done in good faith and in the reasonable belief that such
conduct was in, or not opposed to, the best interests of the Trading Company or
to constitute negligence, misconduct or breach of this Agreement unless, and
except to the extent that, such court determines that, despite such judgment,
such person is fairly and reasonably entitled to indemnity.
Any indemnification required by this Section 11, unless ordered
or expressly permitted by a court, shall be made by the indemnifying party only
upon a determination by independent legal counsel mutually agreeable to the
parties hereto in a written opinion that the conduct which is the subject of the
claim, demand, lawsuit, action or proceeding with respect to which
indemnification is sought meets the applicable standard set forth herein.
[APPROPRIATE PROVISION REGARDING CONTROL OF DEFENSE TO BE INSERTED
HERE]
12. Assignment.
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This Agreement shall not be assigned by any of the parties hereto without the
prior express written consent of the other parties hereto.
13. Amendment; Waiver.
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This Agreement shall not be amended except by a writing signed by
the parties hereto. No waiver of any provision of this Agreement shall be
implied from any course of dealing between the parties hereto or from any
failure by either party hereto to assert its rights hereunder on any occasion or
series of occasions.
14. Severability.
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If any provision of this Agreement, or the application of any
provision to any person or circumstance, shall be held to be inconsistent with
any present or future law, ruling, rule or regulation of any court or
governmental or regulatory authority having jurisdiction over the subject matter
hereof, such provision shall be deemed to be rescinded or modified in accordance
with such law, ruling, rule or regulation, and the remainder of this Agreement,
or the application of such provision to persons or circumstances other than
those as to which it shall be held inconsistent, shall not be affected thereby.
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15. Notices.
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Any notice required or desired to be delivered under this
Agreement shall be in writing and shall be delivered by courier service, postage
prepaid mail, telex, telegram or other similar means and shall be effective upon
actual receipt by the party to which such notice shall be directed, addressed as
follows (or to such other address as the party entitled to notice shall
hereafter designate in accordance with the terms hereof):
if to the Trading Company: ______________________________
______________________________
______________________________
with a copy to: ______________________________
______________________________
______________________________
if to the General Partner: ______________________________
______________________________
______________________________
with a copy to: ______________________________
______________________________
______________________________
if to the Trading Advisor: SSARIS ADVISORS, LLC
Financial Centre
695 East Main Street
Suite 102
Stamford, Connecticut 06901
Attn: Mark Rosenberg
with a copy to: DORSEY & WHITNEY LLP
250 Park Avenue
New York, New York 10177
Attn: Michael F. Griffin, Esq.
16. Governing Law.
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This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without regard to principles of conflicts
of law.
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17. Consent to Jurisdiction.
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The parties hereto agree that any action or proceeding arising directly,
indirectly or otherwise in connection with, out of, related to or from this
Agreement, any breach hereof or any transaction covered hereby, shall be
resolved, whether by arbitration or otherwise, within the County of New York,
City of New York, and State of New York. Accordingly, the parties consent and
submit to the jurisdiction of the federal and state courts and any applicable
arbitral body located within the County of New York, City of New York, and State
of New York. The parties further agree that any such action or proceeding
brought by either party to enforce any right, assert any claim, or obtain any
relief whatsoever in connection with this Agreement shall be brought by such
party exclusively in federal or state courts, or if appropriate before any
applicable arbitral body, located within the County of New York, City of New
York, and State of New York.
18. Remedies.
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In any action or proceeding arising out of any of the provisions of this
Agreement, the Trading Advisor, the General Partner and the Trading Company
agree that they shall not seek any prejudgment equitable or ancillary relief.
Such parties also agree that their sole remedy in any such action or proceeding
shall be to seek actual monetary damages for any breach of this Agreement;
provided, however, that the Trading Company agrees that the Trading Advisor and
the General Partner may seek declaratory judgment with respect to the
indemnification provisions of this Agreement.
19. Confidentiality.
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The Trading Company and the General Partner acknowledge that the Trading
Advisor's strategies and trades constitute proprietary data belonging to the
Trading Advisor and agree that they will not disseminate any confidential
information regarding any of the foregoing, except as required by law, and any
such information as may be acquired by the General Partner or the Trading
company is to be used solely to monitor the Trading Advisor's performance on
behalf of the Trading Company. Nothing in this Agreement shall require the
Trading Advisor to disclose any proprietary information regarding its trading
systems.
20. Survival.
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The provisions of this Agreement shall survive the termination hereof with
respect to any matter arising while this Agreement shall be in effect.
21. Counterparts.
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This Agreement may be executed in counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
22. Headings.
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Headings to sections and subsections in this Agreement are for the convenience
of the parties only and are not intended to be a part of or to affect the
meaning or interpretation hereof.
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IN WITNESS WHEREOF, this Agreement has been executed for and on
behalf of the undersigned on the day and year first written above.
THE FOUR SEASONS TRADING FUND L.P.
By: JAMES RIVER MANAGEMENT CORP.,
General Partner
By:______________________________________
[Name]
[Title]
JAMES RIVER MANAGEMENT CORP.
By:______________________________________
[Name]
[Title]
SSARIS ADVISORS, LLC
By: /s/ MARK ROSENBERG
-------------------------------------
Mark Rosenberg
President-CEO
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Appendix A
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TRADING AUTHORIZATION
SSARIS Advisors, LLC
Financial Centre
695 East Main Street
Suite 102
Stamford, Connecticut 06901
Attn: Mark Rosenberg
Dear Sirs:
The Four Seasons Trading Fund L.P., a limited partnership
organized under the Revised Uniform Limited Partnership Act of the State of
Delaware (the "Trading Company"), does hereby make, constitute and appoint you
as an attorney-in-fact of the Trading Company to buy and sell commodity
interests, including foreign commodity interests, including foreign futures and
options, through Man Financial Inc., as commodity broker, in accordance with the
Advisory Agreement among the Trading Company, James River Management Corp. and
SSARIS Advisors, LLC dated as of the ___ day of December, 2001.
This authorization shall terminate and be null, void and of no
further effect simultaneously with the termination of the said Advisory
Agreement.
Very truly yours,
THE FOUR SEASONS TRADING FUND L.P.
By: James River Management Corp.,
General Partner
By:______________________________________
[Name, Title]
ACCEPTED AND AGREED TO:
SSARIS ADVISORS, LLC
By: /s/ MARK ROSENBERG
----------------------------------
Mark Rosenberg
President-CEO
Dated as of:__________________________
Appendix B
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ACKNOWLEDGEMENT OF RECEIPT
OF DISCLOSURE DOCUMENT
The undersigned hereby acknowledges receipt of SSARIS Advisors,
LLC's Disclosure Document dated ______________, 200__.
THE FOUR SEASONS TRADING FUND L.P.
By: James River Management Corp.,
General Partner
By:______________________________________
[Name]
[Title]