By the Advisor Clause Samples

By the Advisor. The provisions of Section 8 of this Agreement shall remain in full force and effect, and the Advisor shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Advisor shall be entitled to any amounts owed under Section 3 through the date of termination or expiration and Section 8 shall continue in force and effect and apply to the Advisor and its representatives as and to the extent applicable.

By the Advisor. The Advisor agrees to indemnify and hold harmless each of the Partnership and the General Partner and each affiliate thereof against any loss, claim, damage, charge or liability to which they (or such affiliate) may become subject under the 1933 Act, the CEA or otherwise, insofar as such loss, claim, damage, charge or liability (or actions in respect thereof) arises out of or is based upon (i) any misrepresentation or breach of any warranty, covenant or agreement of the Advisor contained in this Agreement or (ii) any untrue statement of any material fact contained in the Memorandum, or arises out of or is based upon the omission to state in the Memorandum, a material fact required to be stated therein or necessary to make the statements therein not misleading (in each case under this clause (ii) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with information furnished and approved by the Advisor for inclusion in the Memorandum), including liabilities under the 1933 Act and the CEA.

By the Advisor. In any action in which the Selling Agent, the Trust, Series J, Wilmington Trust Company, a Delaware corporation, in its capacity as trustee of the Trust (in such capacity, the “Trustee”) or the Managing Owner, or their respective controlling persons, shareholders, partners, members, managers, directors, officers and/or employees of any of the foregoing are parties, the Advisor agrees to indemnify and hold harmless the foregoing persons against any loss, damage, charge, liability or expense (including, without limitation, reasonable attorneys’ and accountants’ fees) (“Losses”) to which such persons may become subject, insofar as such Losses arise out of or result from (i) any misrepresentation or material breach of any warranty, covenant or agreement of the Advisor contained in this Agreement or (ii) any untrue statement of any material fact contained in the Memorandum or the omission to state in the Memorandum a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading in each case under this subclause (ii) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in material conformity with information furnished by the Advisor to the Managing Owner for inclusion in the Memorandum and approved in writing by the Advisor in the form attached hereto as Exhibit A, including, without limitation, all information relating to the Advisor and its affiliates, controlling persons, shareholders, directors, officers and employees, as well as to the Advisor’s Trading Approach and Past Performance History, and including, but not limited to, any notification by the Advisor to any such person and given under this Agreement, including liabilities under the 1933 Act, the Exchange Act and the CE Act.

By the Advisor. The Advisor agrees to indemnify and hold harmless each of the Fund and the General Partner and each affiliate thereof against any loss, claim, damage, charge or liability to which they (or such affiliate) may become subject under the 1933 Act, the CEA or otherwise, insofar as such loss, claim, damage, charge or liability (or actions in respect thereof) arises out of or is based upon: (i) any misrepresentation or breach of any warranty, covenant or agreement of the Advisor contained in this Agreement; or (ii) any untrue statement of material fact contained in the Prospectus, or the failure to state in the Prospectus a material fact required to be stated therein or necessary to make the statements therein not misleading (in each case under this clause (ii) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with information furnished and approved by the Advisor for inclusion in the Prospectus), including liabilities under the 1933 Act and the CEA.

By the Advisor. The notice provided for herein may be waived by either party. This Agreement shall automatically terminate in the event of its assignment (as defined in Section 2(a)(4) of the 1940 Act.)

By the Advisor. The Advisor agrees to indemnify and hold harmless -------------- each of the Partnership and the General Partner and each affiliate thereof against any direct loss, claim, damage, charge or liability to which they (or such affiliate) may become subject under the 1933 Act, the CEA or otherwise, insofar as such loss, claim, damage, charge or liability (or actions in respect thereof) arises out of or is based upon any action or omission of the Advisor that constitutes gross negligence, fraud, willful misconduct or a breach of this Agreement or an action or omission of the Advisor taken otherwise than in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Partnership.

By the Advisor. In any action in which the Client, or the Managing Owner, or their respective controlling persons, shareholders, partners, members, managers, directors, officers and/or employees of any of the foregoing are parties, the Advisor agrees to indemnify and hold harmless the foregoing persons against any loss, damage, charge, liability or expense (including, without limitation, reasonable attorneys’ and accountants’ fees) (“Losses”) to which such persons may become subject, insofar as such Losses arise out of or result from a material breach of this Agreement by the Advisor.

By the Advisor. The provisions of Section 7 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration and Section 7 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable.

By the Advisor. The Advisor hereby represents and warrants to the Kenmar Pool as follows: (a) If the Advisor is a corporation or partnership, it is duly organized, validly existing, and in good standing under the laws of its state of incorporation or formation with full power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by the Advisor and is a legal, valid and binding agreement of the Advisor enforceable against the Advisor in accordance with its terms. The individual executing and delivering this Agreement for and on behalf of the Advisor is of full legal age in the jurisdiction in which he resides and is legally competent and has full power and authority and is permitted by applicable law to do so on behalf of the Advisor. (b) The Advisor's Disclosure Document (and any amendments or information contained in the supplements thereto) and the reports provided to the Kenmar Pool pursuant to Subsection 3.5(a) above are true, accurate and complete in all material respects and do not contain any misleading or untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not materially misleading in light of the circumstances under which such statements are made. Such Disclosure Document complies in all material respects with all Applicable Laws. Except as otherwise disclosed in the Disclosure Document, the actual performance of all accounts managed or directed by the Advisor and required to be disclosed is reflected therein in accordance with the requirements of the Applicable Laws and such information is fairly presented and is true, correct and complete in all material respects. (c) The information relating to the Advisor (including performance of the Advisor) contained in the most current Offering Memorandum of the Kenmar Pool (and any amendments or supplements thereto) is true, accurate, complete and complies in all material respects with the requirements of Applicable Laws (including the rules and regulations of the CFTC) and does not contain any materially misleading or untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not materially misleading in light of the circumstances under which such statements are made. (d) The performance of the obligations under this Agreement b...