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CONFIDENTIAL

DISCLOSURE DOCUMENT
Of

PROTEC ENERGY PARTNERS, LLC,


a Commodity Trading Advisor Registered with the Commodity Futures Trading Commission and a Member Firm of the National Futures Association

PROTEC ENERGY PARTNERS, LLC


750 Park of Commerce Boulevard, Suite 210 Boca Raton, Florida 33487 561-392-3667
No person is authorized by Protec Energy Partners, LLC to give any information or to make any representations not contained herein. THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THIS TRADING PROGRAM NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT. The date of first intended use of this Disclosure Document is May 8, 2012 The delivery of this Disclosure Document does not imply that the information it contains is correct subsequent to the date shown above.

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RISK DISCLOSURE STATEMENT THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. YOU SHOULD THEREFORE CAREFULLY CONSIDER WHETHER SUCH TRADING IS SUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION. IN CONSIDERING WHETHER TO TRADE OR TO AUTHORIZE SOMEONE ELSE TO TRADE FOR YOU, YOU SHOULD BE AWARE OF THE FOLLOWING: IF YOU PURCHASE A COMMODITY OPTION, YOU MAY SUSTAIN A TOTAL LOSS OF THE PREMIUM AND OF ALL TRANSACTION COSTS. IF YOU PURCHASE OR SELL A COMMODITY FUTURES CONTRACT, OR SELL A COMMODITY OPTION, OR ENGAGE IN OFF-EXCHANGE FOREIGN CURRENCY TRADING, YOU MAY SUSTAIN A TOTAL LOSS OF THE INITIAL MARGIN FUNDS OR SECURITY DEPOSIT AND ANY ADDITIONAL FUNDS THAT YOU DEPOSIT WITH YOUR BROKER TO ESTABLISH OR MAINTAIN YOUR POSITION. IF THE MARKET MOVES AGAINST YOUR POSITION, YOU MAY BE CALLED UPON BY YOUR BROKER TO DEPOSIT A SUBSTANTIAL AMOUNT OF ADDITIONAL MARGIN FUNDS, ON SHORT NOTICE, IN ORDER TO MAINTAIN YOUR POSITION. IF YOU DO NOT PROVIDE THE REQUESTED FUNDS WITHIN THE PRESCRIBED TIME, YOUR POSITION MAY BE LIQUIDATED AT A LOSS, AND YOU WILL BE LIABLE FOR ANY RESULTING DEFICIT IN YOUR ACCOUNT. UNDER CERTAIN MARKET CONDITIONS, YOU MAY FIND IT DIFFICULT OR IMPOSSIBLE TO LIQUIDATE A POSITION. THIS CAN OCCUR, FOR EXAMPLE, WHEN THE MARKET MAKES A LIMIT MOVE. THE PLACEMENT OF CONTINGENT ORDERS BY YOU OR YOUR TRADING ADVISOR, SUCH AS A STOP-LOSS OR STOP-LIMIT ORDER, WILL NOT NECESSARILY LIMIT YOUR LOSSES TO THE INTENDED AMOUNTS, SINCE MARKET CONDITIONS MAY MAKE IT IMPOSSIBLE TO EXECUTE SUCH ORDERS. A SPREAD POSITION MAY NOT BE LESS RISKY THAN A SIMPLE LONG OR SHORT POSITION. THE HIGH DEGREE OF LEVERAGE THAT IS OFTEN OBTAINABLE IN COMMODITY TRADING CAN WORK AGAINST YOU AS WELL AS FOR YOU. THE USE OF LEVERAGE CAN LEAD TO LARGE LOSSES AS WELL AS GAINS. IN SOME CASES, MANAGED COMMODITY ACCOUNTS ARE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT AND ADVISORY FEES. IT MAY BE NECESSARY FOR THOSE ACCOUNTS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS, BEGINNING AT PAGE 8, A COMPLETE DESCRIPTION OF EACH FEE

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TO BE CHARGED TO YOUR ACCOUNT BY THE COMMODITY TRADING ADVISOR. THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS ASSOCIATED WITH COMMODITY TRADING, THE TRADING PROGRAM DESCRIBED IN THIS DISCLOSURE DOCUMENT AND OTHER SIGNIFICANT ASPECTS OF THE COMMODITY MARKETS. YOU SHOULD, THEREFORE, CAREFULLY STUDY THIS DISCLOSURE DOCUMENT AND COMMODITY TRADING BEFORE YOU TRADE, INCLUDING THE DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT BEGINNING AT PAGE 13. YOU SHOULD BE AWARE THAT THIS COMMODITY TRADING ADVISOR MAY ENGAGE IN TRADING FOREIGN FUTURES OR OPTION CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE OF THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE YOUR TRANSACTIONS MAY BE EFFECTED. BEFORE YOU TRADE YOU SHOULD INQUIRE ABOUT ANY RULES RELEVANT TO YOUR PARTICULAR CONTEMPLATED TRANSACTIONS AND ASK THE FIRM WITH WHICH YOU INTEND TO TRADE FOR DETAILS ABOUT THE TYPES OF REDRESS AVAILABLE IN BOTH YOUR LOCAL AND OTHER RELEVANT JURISDICTIONS. THIS COMMODITY TRADING ADVISOR IS PROHIBITED BY LAW FROM ACCEPTING FUNDS IN THE TRADING ADVISORS NAME FROM A CLIENT FOR TRADING COMMODITY INTERESTS. YOU MUST PLACE ALL FUNDS FOR TRADING IN THIS TRADING PROGRAM DIRECTLY WITH A FUTURES COMMISSION MERCHANT OR RETAIL FOREIGN EXCHANGE DEALER, AS APPLICABLE.

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TABLE OF CONTENTS Page RISK DISCLOSURE STATEMENT .............................................................................................. i TABLE OF CONTENTS ............................................................................................................... iii ADVISOR AND ITS CO-MANAGERS / BACKGROUND .........................................................1 ADVISORS TRADING PROGRAM ............................................................................................3 Trends - Where Prices Are Not ............................................................................................4 Methodology ........................................................................................................................4 Proprietary Trading ..............................................................................................................5 Risk Management ................................................................................................................5 Portfolios ..............................................................................................................................5 Minimum Account Size .......................................................................................................6 Minimum Term of Investment .............................................................................................6 Additions and Withdrawals..................................................................................................6 Futures Commissions Merchants .........................................................................................6 Introducing Brokers .............................................................................................................7 Referral Fees ........................................................................................................................7 Conflicts of Interest..............................................................................................................8 Reports to Investors .............................................................................................................9 Litigation ..............................................................................................................................9 FEES ................................................................................................................................................9 Management Fee ..................................................................................................................9 Performance-Based Incentive Fee .....................................................................................10 Offset Rights for Fees ........................................................................................................11 SUMMARY OF FUTURES AND OPTIONS MARKETS ..........................................................11 Futures Contracts ...............................................................................................................11 Options Contracts...............................................................................................................11 Margins ..............................................................................................................................12 Regulation ..........................................................................................................................12 Foreign Exchanges .............................................................................................................12 PRINCIPAL RISK FACTORS ......................................................................................................13 Speculation and Volatility..................................................................................................13 Reliance on Clearinghouses ...............................................................................................13 Broker Risks.......................................................................................................................13 Foreign Trading .................................................................................................................14 Leverage .............................................................................................................................14 Illiquidity............................................................................................................................14 Risks Associated with Electronic Trading or Order Routing Systems ..............................15 Application of Speculative Position Limits .......................................................................15 Stop Loss Orders May Not Limit Losses...........................................................................15 Tax Liability.......................................................................................................................15 Exchange-Cleared Swaps...................................................................................................15 Notional Funding ...............................................................................................................15
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TABLE OF CONTENTS Page NOTIONAL ACCOUNTS - RISK DISCLOSURE STATEMENT .............................................16 Matrix for Computing Performance of Notional Accounts ...............................................18 PERFORMANCE RECORDS ......................................................................................................18 EXHIBIT A....................................................................................................................................25 Managed Account and Advisory Services Agreement ................................................... A-1 Gramm-Leach-Bliley Consumer Privacy Notification ....................................................B-1 NFA Bylaw 1101 Due Diligence Representations ..........................................................C-1

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ADVISOR AND ITS CO-MANAGERS / BACKGROUND Protec Energy Partners, LLC (the Advisor) is a Florida limited liability company, organized on September 9, 2009. Advisor is an affiliate of Protec Fuel Management LLC (PFM), an energy marketing and trading company founded in February 1999. PFMs principals, Andrew Greenberg and Todd G. Garner, conceived Advisors business purpose as an investment manager and commodities trader, as an outgrowth of PFMs main business. PFM markets and trades in physical and financial energy products, including refined petroleum products, natural gas and ethanol, serving a broad client base throughout the United States, including energy producers, refiners and wholesalers, industrial companies, transportation companies, jobbers, convenience store outlets, fleet operators and state, county and municipal governments. PFMs business is to identify sources of specified energy-related products, and to establish with selected sources not-to-exceed prices for clients with energy price exposure, for a specified quantity of fuel products during a specified duration. For clients desiring direct product delivery, PFM will also arrange for this service. To provide product and price solutions for clients, PFM monitors and analyzes fuel production, reserve and purchasing reports, at times throughout each business day and regularly. Its fuel procurement arrangements for client accounts include swaps, price collars and options, enabling PFM to respond to fluctuating energy prices. Advisors principals, Andrew Greenberg and Todd G. Garner, recognized that the expertise they developed and deploy in furtherance of PFMs business could serve as the basis for an energy futures trading strategy for an independent investment management business, separate and apart from PFM. Their interest in establishing a separate investment management business was supported by a number of PFM clients, who encouraged Messrs. Greenberg and Garner to assume an investment management role, considering that their independent investment goals could be furthered by employing the same or similar pricing strategies employed by PFM. Messrs. Greenberg and Garner formed Advisor on September 9, 2009, intending to use Advisor as an investment advisor, using the PFM pricing analyses that were being utilized in the PFM business. They subsequently registered Advisor as a commodity trading advisor (CTA) and a commodity pool operator (CPO) with the Commodity Futures Trading Commission (the CFTC), effective June 17, 2010 in each case. On June 17, 2010, Advisor became a member of the National Futures Association (the NFA). PFM is not registered as a CTA. In March 2010, prior to Advisor becoming registered as a CTA, PFM established a particular PFM customer account for which PFM began trading on April 13, 2010, using the same analyses as the Trading Program described in this Disclosure Document. PFM tracked performance of that account from and after the commencement of trading in April 2010. The performance of a second PFM customer account was included within PFMs performance tracking beginning in November 2010. The PFM management services for the second customer included in PFMs performance tracking also used the same analyses as the Trading Program described herein, and the performance results deriving from PFMs management services for the two PFM accounts mentioned above are the basis for the Performance Records accompanying this Disclosure Document (beginning at Page 18). Those two PFM accounts, referred to respectively as PFM Account #1 and PFM Account #2,

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represent PFM customer equity in a cumulative amount of almost $1.86 million as of October 31, 2011. The two PFM customers in question advised Messrs. Greenberg and Garner of their intent to reestablish their PFM trading accounts as PEP-advised investment accounts, promptly after the date of the first intended use of a Confidential Disclosure Document that Advisor prepared and submitted to the NFA and that became effective as of December 8, 2011 under NFA ID # 414405 (the Initial Disclosure Document). This Disclosure Document updates and restates the Initial Disclosure Document in its entirety, effective as of May 8, 2011. Advisor has submitted the Initial Disclosure Document and this Disclosure Document to the NFA, notwithstanding the fact that Advisor provides and intends to provide advisory services only to qualified eligible persons in connection with investment accounts that are deemed to constitute exempt accounts pursuant to 17 C.F.R. Section 4.7 (d). Advisor had no business operations and did not operate as a CTA from its formation until the date of the first intended use of the Initial Disclosure Document. Since its formation, Advisor has not operated as a CPO and as of the date of the first intended use of the Disclosure Document, Advisor has no plans to operate as a CPO (but may decide to do so in the future). Advisors mailing address and principal place of business is 750 Park of Commerce Boulevard, Suite 210, Boca Raton, Florida 33487. Its telephone number is (561) 392-3667. Advisors business is conducted at the same physical office as PFMs. Andrew Greenberg, Todd G. Garner and Cate Wylie are the Advisors NFA-listed trading principals. A summary of composite past performance using analyses employed under the Trading Program described below, beginning in April 2010 with the two PFM trading accounts directed by Mr. Greenberg and Mr. Garner for PFM customers, and continuing since December 2011 at which time use of the Initial Disclosure Document began, begins on Page 19 of this Disclosure Document. Messrs. Greenberg and Garner became listed with the NFA as Advisors principals on June 17, 2010. Since co-founding PFM in February 1999, Mr. Greenberg has been principally responsible for PFMs risk management and trading policy for its refined fuel clientele. In that capacity, his duties include the development and execution of client risk management strategies, risk analyses, and portfolio management. In addition to his engagement with PFM, Mr. Greenberg co-founded Advisor in September 2009. Since that time, Mr. Greenberg has been responsible for articulating Advisors business goals, and for determining the timing to process this Disclosure Document and launch Advisors intended business after the NFAs acceptance of this Disclosure Document. Since co-founding PFM in February 1999, Mr. Garner has been principally responsible for PFMs day-to-day operations. Mr. Garner directs PFMs marketing, business development and procurement divisions for conventional and alternative fuels. He also co-heads (with Mr. Greenberg) PFMs risk management for its refined fuel clientele. In addition to his engagement with PFM, Mr. Garner co-founded Advisor in September 2009. Mr. Garners duties include the development and execution of client risk management strategies, risk analyses, and portfolio management for Advisor. Messrs. Greenberg and Garner will be assisted in managing Advisors business by Mr. Favazza and by Ms. Cate Wylie. Mr. Favazza became chief financial officer both of Advisor and

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of PFM in June 2011, after serving for the previous 23 years as finance director for AECOM, from March 1987 until February 2010. AECOM is a publically traded company engaged in engineering, construction and risk management. After leaving AECOM and before joining Advisor and PFM, Mr. Favazza worked as an independent financial advisor, from March 2010 until May 2011. As chief financial officer of Advisor and of PFM, Mr. Favazza is responsible for all financial aspects of each company, including accounting functions, financial statements, audits, reporting and contract management. Mr. Favazza listing with the NFA as a principal of Advisor is pending as of May 8, 2012. Ms. Wylie joined PFM in May 2006 and has served as its Director of Risk Analysis since then. Ms. Wylies additional responsibilities at PFM include managing the pricing of alternative fuels, purchasing of wholesale ethanol/gasoline and assisting in PFMs risk management business. In addition to her engagement with PFM, Ms. Wylie will assist Messrs. Greenberg and Garner with risk management, trading policy and administrative duties for Advisor. On June 17, 2010, Ms. Wylie became listed as a principal of Advisor and registered as an Associated Person of Advisor with the CFTC/NFA. As of the date of the first intended use of this Disclosure Document, each of Messrs. Greenberg, Garner and Favazza and Ms. Wylie continue to be engaged with each of PFM and Advisor in their respective capacities described above. The date of first intended use of the Initial Disclosure Document was December 8, 2011. The date of first intended use of this Disclosure Document is May 8, 2012. ADVISORS TRADING PROGRAM Since PFMs inception in 1999, Advisors co-managers and trading principals, Messrs. Greenberg and Garner, have dedicated their business efforts toward energy-related futures and options trading, and have gained experience in the related financial markets. Their work on behalf of PFM included their assessment of the account performance of PFM Account #1 beginning in April 2010, and of PFM Account #2 beginning in November 2010, as related above. Also, as related above, PFM Account #1 and PFM Account #2 were managed by PFM using the same investment strategies as employed in the Trading Program summarized below. That Trading Strategy has been continued by Advisor from and after the date of first use of the Initial Disclosure Document. The following summary is general in nature and not exhaustive. Advisor seeks capital appreciation in client trading accounts through speculative trading in commodity futures and options on such futures. In furtherance of this goal, Messrs. Greenberg and Garner and Ms. Wylie have studied and will study (on behalf of PFM and Advisor) energy-specific commodity and financial markets. Advisors purpose is to understand and anticipate specific forces affecting price volatility, to project price floors and ceilings for natural gas, refined petroleum and ethanol, and to develop sound and timely investment and hedge approaches, all to provide for growth in investment portfolios. Advisor believes that investment portfolio allocations can benefit from a carefully managed commodities hedge component, consistent, of course, with the principals resources and risk tolerance. Advisors trading strategy and supporting programs were developed based on its co-

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managers realization that their hedge strategies in support of the PFM business had achieved better than average gains when measured against selected investment programs. Messrs. Greenberg and Garner developed an investment model that uses price put and call options in an attempt to adapt to market volatility and they formed Advisor as a vehicle for offering to selected investment customers the commodities trading strategy they developed. That trading strategy, as discussed in this Disclosure Document, is referred to for convenience as the Trading Program. Advisor sometimes also refers to the Trading Program, including in the presentation of the PFM Account #1, PFM Account #2 and composite performance results set forth beginning on page 19 as the ET1 Program. The Trading Program is proprietary to Advisor and PFM and confidential. Trends - Where Prices Are Not The Trading Program is based on Mr. Greenbergs and Mr. Garners experience and knowledge of the energy-based futures markets and underlying market forces. Advisor intends to execute the Trading Program based on three main functions: market analysis, put and call time and price strategies, and regular calibration to control risk and opportunities in the midst of volatility. Advisors analyses derive from its principals collective expertise and roughly 24 years collective experience (since inception of PFM) in energy commodities procurement, distribution, trading and risk management. Messrs. Greenberg and Garner draw on their experience with production sources, markets, distribution logistics, and supply and demand features pertinent to the energy sector; domestically and internationally. They monitor regularly the state of the U.S. economy as well as the global economic and political situations as may bear on energyrelated issues. Methodology The Trading Program is guided by volatility, looking in the energy markets for price and hedge opportunities with low-risk profiles. Advisor studies the near-past and present to anticipate the near-future, focusing as much on where the market is not (and is not likely to be), as on where the market is. Its option timing and price strategies are modeled on Advisors assessment of where prices are likely not to go, high-side or low-side. Mindful of constant market fluidity, Advisor reviews and adapts price and product strategies regularly. Advisors pricing and timing decisions with respect to energy-related futures are guided by regular monitoring of supply and demand patterns and the sources and nature of volatility. Based on research and technical analyses, Advisor analyzes market trading ranges in the short-term for a variety of energy-related products and futures, and seeks to price options as targeted investments outside of the projected trading ranges. To do this, Advisor regularly reviews and analyzes trends and option values in various markets with the objective of creating trading strategies separate and apart from trend-based strategies. Advisor updates its analyses regularly and based on its assessments, Advisor sells and buys call and put options at different exercise prices outside the anticipated market trading range. Advisors Trading Program is implemented through trading in futures and options on energyrelated commodities on the Chicago and New York Mercantile Exchanges. Advisor will trade futures
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and options on futures, and to a limited extent may trade in exchange-cleared swaps, on the following commodities: crude oil, Brent crude, unleaded gasoline, heating oil, and natural gas. Of course, risks cannot be eliminated and profits cannot be guaranteed through any conceivable management and risk control techniques. Advisor offers experience, judgment, discipline and a seasoned price/hedge methodology that has supported PFMs business for 12 years, while regularly assessing client risk tolerance. Advisor does not rely on pre-programmed computer-generated trading prompts. Rather, Advisor assesses prices and trends by trending and non-trending analytics, and decides on futures and options strategies using in-house intellectual capital, experience and instincts. Applying a disciplined, business-oriented approach to the markets in which Messrs. Greenberg and Garner and Ms. Wylie work daily, and focusing specifically on sources and magnitudes of volatility, the Trading Program looks at price ceilings and floors, or more precisely trading ranges projected by its analyses, and seeks to take advantage of trades that fall outside of projected high and low parameters. By these means, the Trading Program is intended to create favorable option strategies by projecting price trends and limits in volatility swings in the short-term. Proprietary Trading Advisor and its co-managers never have and do not presently, but may at any time in the future, trade for their own accounts and for the account of their affiliates, including PFM, and employees. In the event that Advisor and/or its co-managers at any time in the future trade for their own accounts and/or for the accounts of their affiliates, including PFM, and employees, then the trading for such accounts might not follow the Trading Program and the records associated with proprietary accounts maintained by Advisor or its co-managers for themselves or any such affiliates or employees, or other client accounts, will be confidential and will not be available for inspection by any particular client. Risk Management Risk management is absolutely critical to successful futures, options and exchangecleared swaps trading in the energy markets. Risk management is an intrinsic component of the Trading Program, as Advisor concentrates on outs in pricing and positioning our futures contracts as well as hedge strategies balanced and managed by regular calibration of buy and sell options and exchange-cleared swaps. Of course, Advisor employs stops and exits as warranted, but strives not to be dependent on time-critical stop-losses and exits by the very strategy of positioning our trading clients in favorable buy or sell positions, at the edges of projected market highs and lows. When called for, specific stop-loss orders will be executed in order to quickly exit a clients position if the market moves contrary to Advisors price and position strategy. Individual client market risk preferences are embedded within the Trading Program and portfolio-wide limits are established and re-calibrated as a stop-loss protection for the overall Trading Program. Advisor monitors this regularly and with a critical eye as to all market segments within our trading sphere.

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Portfolios Advisor monitors and trades within the crude oil, Brent crude, unleaded gasoline, heating oil, and natural gas markets. Advisor may add or remove commodity interests from the Trading Program at any time. Minimum Account Size The minimum investment for managed account trading with Advisor is $200,000. This investment is most suitable for institutional investors, futures funds, and very high net worth individuals. At this time, there is no maximum account size. Minimum Term of Investment Advisor manages client Accounts (as defined below) with the objective of medium-term capital appreciation. Consequently, the Trading Program has a medium-term focus and is not suitable to those seeking strictly short-term results. Strong short-term results are possible, but the above-average returns Advisor seeks likely require patience and persistence. Advisor recommends therefore that a prospective client commit to a minimum term of investment of twelve months. An investment with Advisor should be considered by someone who is willing and able to make at least a $200,000 commitment during a minimum twelve month time-frame without withdrawing funds from the Account, except for income taxes due on profits, even though the client may be strongly tempted to do so, particularly during down periods. The client will always retain full control over withdrawal of funds from his, her or its Account, subject to the timing qualifications stated below. However, the client must be aware that withdrawal prior to the recommended minimum twelve month duration would be contrary to Advisors recommendation. Additions and Withdrawals Clients may at any time deposit additional funds in their Account or withdraw funds from the cash balance of the Account, subject to margin requirements of the FCM and applicable contracts. Advisor strongly recommends that assets not be withdrawn during the suggested minimum 12 month term of the investment other than at year-end and only to the extent needed to pay taxes on the profits, if any, earned through the Account. Clients are advised that their making additions or withdrawals not in accordance with the Advisors recommendations may be grounds for Advisors immediate termination of the Account management. Client recognizes that the potential profitability of the Account depends upon uninterrupted investment of capital, and that reduction of the Account Asset Value (defined below) could materially and adversely affect the diversification among commodities traded in the Account and the potential profitability of the Account. Client agrees to notify Advisor in writing in advance of intended withdrawals; it being understood that Client may withdraw funds from the Account at any time in Clients discretion, subject to the margin requirements of the FCM and applicable contracts, notwithstanding Advisors recommendations that invested funds be maintained in the Account, as stated above.

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Futures Commissions Merchants Each managed account client must select a Futures Commission Merchant (FCM) to maintain his or her trading account because, as a CTA, Advisor is not permitted to hold customer funds, securities, commodities or other property. The arrangements with an FCM are more fully described in the Advisory Agreement that Advisor requires each client to execute, substantially in the form attached as Exhibit A (Advisory Agreement). A clients trading account so established with an FCM is referred to as an Account. Currently, Advisor does not recommend any particular FCM. However, Advisor reserves the right to approve or disapprove of a clients use of a particular FCM. Advisors approval process is based on the execution efficiency of particular FCMs, as assessed by Advisor based on Advisors experience with particular FCMs or its independent due diligence. Further, Advisor reserves the right to limit the amount of commissions charged by FCMs to $10.00 per round turn for each futures and/or options contract processed for each Account. Advisor currently does not receive compensation of any kind from any FCM and will not receive any direct or indirect financial benefit from the maintenance of a participating clients Account with any particular FCM. For further information, please see the Conflicts Of Interest section beginning on Page 7. A client may terminate its Advisory Agreement and/or the Account may be closed, but only at month-end and after not less than 5-days prior notice to Advisor. Upon termination of the Advisory Agreement and/or closing of the Account, Advisor will liquidate all of the clients open positions. Termination will have no effect upon liabilities and commitments made or accrued prior to such termination, nor on open positions yet to be liquidated. The management of the Account after termination of the Advisory Agreement shall be the sole responsibility of the terminating client. All commodity positions shall be valued at the settlement price determined by the exchange on which the transaction is effected, or based the most recent appropriate quotation as supplied by the clearing broker, exchange or financial institution through which the transaction is effected. If there are no trades on the date of the calculation due to the operation of the daily price fluctuation limits or due to a closing of the exchange on which the transaction is executed, the contract will be valued at the fair market value based on the last posted settlement price. Introducing Brokers Advisor accepts the intercession of introducing brokers for its managed accounts. Referral Fees Advisor agrees to pay a referral fee to persons or firms meeting CFTC registration requirements that refer clients to the Trading Program. Such fees may consist of a percentage of the Management Fee and/or Incentive Fees earned by Advisor, or other arrangements to be confirmed in writing by Advisor in advance. Advisor may offer referral fees for new referrals on a negotiated basis. Advisors (and PFMs) principals will not receive a referral fee or any fee other than the Management Fee and Incentive Fee. Thus, no conflicts of interest currently exist

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between Advisor, PFM or their principals in regards to disbursing referral fees. A further discussion of current and potential conflicts of interest can be found below. Conflicts of Interest Each of Advisors clients can open an Account with any FCM as long as Advisor is consulted and provides prior approval. Advisor will not receive any direct or indirect financial benefit from the maintenance of a participating clients Account with any particular FCM. Advisors clients are drawn from PFMs customer base as well as from other sources, including without limitation, direct inquiries from potential clients and introductions from introducing brokers and FCMs. Advisor and PFM each are owned by Messrs. Greenberg and Garner, and managed by them and Mr. Favazza and Ms. Wylie. A conflict of interest may exist between PFMs responsibilities to a customer and Advisors advice to that customer and generally to other clients. Similarly, the Trading Program to be used by Advisor for managed accounts is the same as the trading system utilized by PFM. Advisor believes that it has an operational strategy in place and sufficient resources in order to fulfill its responsibilities to managed account clients in a fair manner. Advisors policy is to objectively allocate trade executions that afford each clients Account the same likelihood of receiving favorable executions over time. In furtherance of this policy, Advisor will enter all buy/sell orders at the same price for all Accounts under its management for a given market. There may be unusual brief periods when trading ahead conflicts could exist, however, due to lack of market liquidity or unforeseen difficulties on the part of brokers executing Advisors orders. Any such discrepancies between a clients Account and other accounts managed by Advisor would be an unintentional function of trade execution, out of the Advisors control, and expected to be only transient in duration. A potential conflict of interest exists regarding referral fees given that Advisor has no formal screening process for participants introduced by CFTC registered persons or firms. As stated in the introductory disclosure statements at the beginning of this Disclosure Document, Advisor recommends the Trading Program only to persons suitable for such type of futures investing. Thus, potential clients introduced to the Trading Program by anyone other than Advisor or its principals should be wary and exercise independent due diligence as they think prudent. Further, Advisors fee structure for the Trading Program, as described in the Fees section starting on Page 8, is thought to be consistent with that of similar investment vehicles. Advisor believes that the use of an incentive fee is best for aligning the incentives of those managing a fund with the investment goals of its participants. There currently exist no actual conflicts of interests arising out of Advisers fee structure. However, a potential conflict of interest arises if Advisor risks an abnormally large amount on a given trade with the intent to increase trading profits and thus the Incentive Fee. Alternatively, the payment of an Incentive Fee could create a potential conflict of interest if Advisor risks an abnormally small amount on a given trade, attempting to keep asset levels high in order to maximize Management Fees and retain rights to Incentive Fees, thus reducing the profit potential of a given trade.

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Reports to Investors Advisors clients will receive regular reports of the initiation and liquidation of positions and monthly reports directly from the FCM. In addition, special reports may be received periodically from Advisor. Litigation There have been no administrative, civil or criminal proceedings against Advisor or its principals in the past five years which require disclosure pursuant to CFTC Regulation 4.34 (k). FEES Advisor will be entitled to the Management Fee and Incentive Fee (as such terms are defined below) described in this section in consideration for its investment advisory services provided to clients. Notwithstanding the below description of such fees, however, Advisor reserves the right to make changes to the Management Fee and/or Incentive Fee charged to existing clients and/or future clients. Management Fee In consideration for its investment advisory services provided to clients, Advisor will have earned and be entitled to an annual management fee of two percent (2%) of the respective clients Account Asset Value (defined below) under Advisors Trading Program management from time to time (Management Fee). The Management Fee will be calculated by Advisor each month and will be payable in monthly installments of one-twelfth (1/12) of the annualized Management Fee as calculated each month. Advisor will provide clients with an invoice each month setting forth the Management Fee then due, which invoice will include a statement of the Account Asset Value on which the Management Fee is based. The monthly Management Fee will be payable each month within ten days after invoicing and may be offset by Advisor (or an FCM on Advisors behalf) from the clients Account. The Management Fee will be earned and paid to Advisor each month whether or not Investment Profits (defined below) have been achieved in that month or at any time. For purposes of calculating the Management Fee, the term Account Asset Value means the sum of the following: (i) the total assets in a clients Account, including (A) all cash, treasury bills, certificates of deposit and other interest-bearing financial instruments at their then-current market value, plus (B) the current market value (as of the calculation date) of all open trading positions maintained for a clients Account, plus (C) any additional dollar amounts representing funds committed by a client to the Trading Program, which a client has stated are subject to Advisors investment discretion in connection with the Trading Program, but which have not been deposited into the clients Account, plus (ii) if applicable, notional funds comprising the dollar amounts which a client has stated are subject to Advisors investment discretion in connection with the Trading Program, but which have not been deposited into the clients Account, less actual expenses incurred in any given month in establishing and maintaining the clients Account; provided that no reduction in the Account Asset Value will be made for brokerage commissions and charges that would be incurred upon Account liquidation. The
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Account Asset Value will be increased or decreased from time to time by the cumulative amounts of deposits, withdrawals, gains or losses. Because Account Asset Values fluctuate, the Management Fee (based on the stated percentage of Account Asset Value) will vary commensurately. Also, because the Management Fee is calculated on Account Asset Value rather than only on committed funds (which may comprise cash and notional funds), the Management Fee imposed from time to time may exceed 2% of the committed funds comprising Account Asset Value. For example, if only 50% of a clients Account Asset Value is represented by committed funds, the Management Fee for such Account would amount to 2% of the total Account Asset Value, but 4% of the committed funds. Since an FCM may, in its discretion, accept Accounts with a minimal amount of actual or committed funds, the Management Fee expressed as a percentage of actual or committed funds could be higher than 2%. Performance-Based Incentive Fee In addition to the Management Fee, in further consideration of its investment advisory services provided to clients, Advisor will be entitled to an incentive fee (Incentive Fee) to be calculated and paid quarterly. The Incentive Fee will be equal to twenty percent (20%) of the Investment Profits each calendar quarter. For purposes of calculating Incentive Fee, the following terms will have the following meanings: Investment Profits means the positive difference in the clients Account Asset Value, after deduction for FCM charges and other expenses associated with the clients Account and for Management Fees earned and/or paid to Advisor during the relevant measurement period, as measured (a) on the first day of each January and on the last day of each March, (b) on the first day of each April and on the last day of each June, (c) on the first day of each July and on the last day of each September, and (d) on the first day of each October and on the last day of each December. Investment Profits (if any) will be determined for each calendar quarter by comparing the Account Asset Value balance on the start date and end date for the quarter. Within ten days of the end of each calendar quarter, Advisor will provide each client with Advisors regularly-kept report of trading activities during the preceding quarter, and a statement of Account showing the Investment Profit (if any) for the quarter. If there are no Investment Profits in a given calendar quarter, no Incentive Fee will be due for such quarter. Incentive Fees will nevertheless continue to be due and payable to Advisor subsequently, for any calendar quarter in which Investment Profits are achieved. Investment Profits for purposes of calculating Incentive Fees are simply increases in the cumulative Account Asset Value based on investment gains, over and above the previous alltime highest balance of the Account Asset Value. If the Account Asset Value decreases during a measurement quarter, the amount of the loss, compared to the prior all-time high, shall constitute a Carryforward Loss for the beginning of the next measurement period. No Incentive Fees during the term shall be payable until all Carryforward Losses are offset and exceeded by future Investment Profits. Similarly, if a client Account experiences a loss after an Incentive Fee is

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earned, Advisor will retain the Incentive Fee previously paid, but Advisor will be entitled to no further Incentive Fees despite subsequent Investment Profits until such Investment Profits offset the earlier loss and replenish the Account Asset Value to an amount that is greater than the Account Asset Value starting balance in respect of which the last paid Incentive Fee was calculated. Because Advisor permits notional funding of Accounts, and because participating clients may elect to fund their Account with amounts sufficient only to satisfy margin requirements, Incentive Fees may exceed those associated with fully-funded Accounts. The clients Incentive Fee will be calculated based on the total nominal value of the Account, which includes notional funds in addition to actual net assets. As an example, a 2% fee is equivalent to 4% of actual net assets on an Account that is 50% funded. Participating clients will be apprised of the precise percentage of fees as a function of anticipated actual funds in the Account at the time the Account is opened. Offset Rights for Fees Advisor will be irrevocably authorized to offset (or to cause FCMs to offset) from client Accounts an amount sufficient to pay the Management Fee each month and the Incentive Fee to be paid in each quarter for which the Incentive Fee is due. Each client will execute the Payment Authorization form attached to each client advisory agreement, authorizing Advisor (or FCMs on Advisors behalf) to withdraw from the clients Account the Management Fee and Incentive Fee payable to Advisor. Each client also will execute any similar document or letter of instruction provided by the FCM to allow the FCM to make such offsets and payments to Advisor. SUMMARY OF FUTURES AND OPTIONS MARKETS Futures Contracts A futures contract is an agreement facilitated by an established exchange, by which the seller agrees to deliver and the buyer agrees to accept, a certain quantity of a specified type of commodity during a designated period at a specified price. Certain futures contracts are closed out by cash settlement of the profit or loss of an open position rather than by delivery. Speculative traders rarely expect to take delivery of any commodity under a futures contract. Rather, traders hope to realize profits from fluctuations in the price of futures contracts, offsetting such contracts by taking an equal and opposite position in the same contract before delivery is due. A margin deposit is required to initiate both long and short futures positions. Additional margin is required if unrealized losses in open positions reduce the margin on deposit below required minimums. Unlike margin in the securities industry, which essentially constitutes a loan from a clients stockbroker, margin in futures trading acts as a deposit to give assurance to a traders futures broker of the traders ability to pay for any losses that may be incurred on the traders positions. Options Contracts An option on a futures contract gives the purchaser of the option the right to take a position at a specified price (the strike or exercise price) in the underlying futures contract. A
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call option gives the purchaser the right to take a long position, and a put option confers the right to take a short position, in the underlying futures contract. The purchase price of an option is referred to as its premium. The seller (or writer) of an option is obligated to take a futures position at a specified price opposite to the option buyer if the option is exercised. Selling such options involves risks similar to those involved in trading futures contracts, in that options are speculative and highly leveraged. Specific market movements of the commodities or futures contracts underlying an option cannot accurately be predicted. The purchaser of an option is subject to the risk of losing the entire purchase price of the option, plus the fees and commissions associated with the transaction. The writer of an option is subject to the risk of potentially unlimited loss in excess of the premiums received, plus the fees and commissions associated with the transaction. Margins Margin is the amount of funds that must be deposited by a trader with his or her commodity broker to secure the obligation either to make or accept delivery under a futures contract or to make an offsetting sale or purchase. Because futures contracts are customarily bought and sold on margins which range upward from less than two percent of the purchase price of the contract, price fluctuations occurring in commodity futures markets may create profits and losses that are greater than are customary in other forms of investment. The margin deposit required of an Account will be reduced or increased daily as a consequence of fluctuations in the market price of the open contracts held for the Account, and additional deposits may become necessary as a consequence of adverse market movements. Exchanges impose, and may at any time increase, minimum margin requirements, and brokers may, in their discretion, further increase the amount of margin required from any Account. Regulation Futures exchanges in the United States and the trading conducted thereon are subject to regulation by the CFTC under the Commodity Exchange Act, as amended (the Act). Advisor is a CTA (commodities trading advisor) registered with and subject to regulation by the CFTC. Registration with the CFTC is not, and must not be considered as any indication of, CFTC approval. The NFA is the self-regulatory body of the United States futures industry, of which Advisor is a member. The NFA has responsibility for processing the registrations of commodity trading advisors and their associated persons, as well as most other CFTC registered persons. Foreign Exchanges Trading on exchanges outside the United States is not regulated by any United States governmental agency and may involve certain risks not applicable to trading on United States exchanges. For example, some foreign exchanges, in contrast to United States exchanges, are principals markets in which performance is the responsibility only of die individual member with whom the trader has entered into a futures contract and not of an exchange or clearing corporation. Moreover, such trading may be subject to whatever regulatory provisions are applicable to transactions effected outside the United States, whether on foreign exchanges or otherwise. Trading on foreign exchanges involves the additional risks of expropriation, burdensome or confiscatory taxation, moratoriums, and investment controls or political or

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diplomatic events which might adversely affect the Advisors trading activities. Trading on foreign exchanges is also subject to the risk of changes in the exchange rate between United States dollars and the currencies in which contracts on such exchanges are settled. Although the CFTC is prohibited by statute from promulgating rules which govern in any respect any rule, contract term or action of any foreign commodity exchange, the CFTC has full authority to regulate the sale of foreign futures contracts within the United States and has adopted regulations on this matter, effective as of February 1, 1988. These regulations may restrict the clients for whom or with whom the Advisor may trade or the markets which the Advisor may trade. The foregoing is not a complete summary of the complex and varied futures and options markets. Clients should familiarize themselves with the futures and options markets, carefully read the Risk Disclosure Statements in the front of this Disclosure Document and the following description of certain of the risks connected with futures and options trading before opening an Account. PRINCIPAL RISK FACTORS Trading in futures, options and exchange-cleared swaps is subject to certain risks, including the risks set forth throughout this Disclosure Document and those specified below. An investor in Advisors Trading Program will therefore be subject to risks, including the following, which potentially involve loss of investment and additional costs and damages: Speculation and Volatility: Commodity trading is speculative and commodity interest prices are highly volatile. Price movements for commodity interests are influenced by, among other things: changing supply and demand relationships; weather; agricultural, trade, fiscal, monetary, and exchange control programs and policies of governments; United States and foreign political and economic events and policies; changes in national and international interest rates and rates of inflation; currency devaluations and revaluations; and emotions of the marketplace. None of these factors can be controlled by Advisor and no assurance can be given that Advisors advice will result in profitable trades for a participating customer or that a customer will not incur substantial losses. Reliance on Clearinghouses: Commodity exchanges provide centralized market facilities for trading in futures contracts relating to specified commodities. Each of the commodity exchanges in the United States has an associated clearinghouse. Once trades made between members of an exchange have been confirmed, the clearinghouse becomes substituted for the clearing member acting on behalf of each buyer and each seller of contracts traded on the exchange and in effect becomes the other party to the trade. Thereafter, each clearing member firm party to the trade looks only to the clearinghouse for performance. Clearinghouses do not deal with customers, but only with member firms, and the guarantee of performance under open positions provided by the clearinghouse does not run to customers. Broker Risks: Under CFTC regulations, FCMs are required to maintain customers assets in a segregated account. If a customers clearinghouse fails to do so, the customer may be subject to risk of loss of funds in the event of its bankruptcy. Even if such funds are properly

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segregated, the customer may still be subject to a risk of a loss of his funds on deposit with the FCM should another customer of the FCM or the FCM itself fail to satisfy deficiencies in such other customers accounts. Bankruptcy law applicable to all U.S. futures brokers requires that, in the event of the bankruptcy of such a broker, all property held by the broker, including certain property specifically traceable to the customer, will be returned, transferred or distributed to the brokers customers only to the extent of each customers pro-rata share of all property available for distribution to customers. If any futures broker retained by the customer were to become bankrupt, it is possible that the customer would be able to recover none or only a portion of its assets held by such futures broker. Foreign Trading: Advisor may trade commodity interests on exchanges located outside the United States for the customers account. Such trading does not fall within the jurisdiction of the CFTC and, in many cases, will take place without benefit of all the detailed financial, trade practice and client protection regulations that apply to the activities of United States exchanges and their members. Possible absence of a strong clearinghouse to stand behind trades and to make good should a party refuse or be unable to fulfill the terms of a contract may result in significant losses. Also, not all foreign markets segregate customer funds. In some cases, intermediaries may deal on foreign markets taking the opposite side of trades made for a client, although acting as the clients agent, a practice that would be prohibited on United States exchanges. Furthermore, since the Advisor will calculate its fees based on gain on invested capital in United States dollars, a client would be subject to the risk of fluctuations in the exchange rate between the local currency and dollars, as well as the possibility of exchange controls, in connection with any foreign trading. Leverage: Commodity trading is highly leveraged. The low margin deposits normally required in commodity interest trading (typically 2% to 20% of the value of the contract purchase or sold) permit an extremely high degree of leverage. Accordingly, a relatively small price movement in a contract may result in immediate and substantial losses to the investor. For example, if at the time of purchase 10% of the price of a futures contract is deposited as margin, a 10% decrease in the price of the contract would, if the contract is then closed out, result in a total loss of the margin deposit before any deductions for brokerage commissions. A decrease of more than 10% would result in a loss of more than the total margin deposit. Thus, like other leveraged investments, any trade may result in losses in excess of the amount invested. When the market value of a particular open position changes to a point where the margin on deposit in a participating customers Account does not satisfy the applicable maintenance margin requirement imposed by the customers FCM, the customer, and not Advisor, will receive a margin call from the FCM. If the customer does not satisfy the margin call within a reasonable time (which may be as brief as a few hours), the FCM will close out the customers position. Illiquidity: Commodity trading may be illiquid. Most United States commodity exchanges limit price fluctuations in commodity interest prices during a single day by means of daily price fluctuation limits or daily limits. The daily limit, which is set by most exchanges for all but a portion of the expiration month, imposes a floor and a ceiling on the prices at which a trade may be executed, as measured from the last trading days close. While these limits were put in place to lessen margin exposure, they may have certain negative consequences for a customers trading. For example, once the price of a particular contract has increased or decreased by an amount equal to the daily limit, thereby producing a limit-up or limit-down 14

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market, positions in the contract can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Contract prices in various commodities have occasionally moved the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent Advisor from promptly liquidating unfavorable positions and subject a participating customer to substantial losses that could exceed the margin initially committed to such trades. Risks Associated with Electronic Trading or Order Routing Systems: Trading through an electronic trading or order routing system exposes clients to risks associated with system or component failure. In the event of system or component failure, Advisor may not be able to enter new orders, execute existing orders, modify or cancel orders that were previously entered or determine the status of existing orders. Possible failure may result in duplicate orders, orders being executed that Advisor did not enter, orders being lost in the system and similar events. This could result in financial losses to the client. The program Advisor uses is similar to those used by other financial services firms in the industry and includes safeguards against system and component failure. However, given the nature of the electronic trading or order routing systems, there is no guarantee that problems described above will not occur. Application of Speculative Position Limits: All Accounts managed and controlled by the Advisor are combined (that is, aggregated) for position limit purposes. Advisor believes that established position limits will not adversely affect its trading for participating clients. However, there is the possibility that from time to time Advisors trading decisions may have to be modified and positions that it holds or controls may have to be liquidated to avoid exceeding applicable position limits. If the application of position limits were to affect Advisors trading decisions, Advisor would attempt to modify its recommendations in such a way as not to affect disproportionately the performance of any one clients Account compared with that of any other Account that it managed or controlled. Stop Loss Orders May Not Limit Losses: Stop-loss orders are not guaranteed to limit loss to the stop-loss point for various reasons, including because they are determined by Advisor, and because market conditions may make it impossible to execute such orders, and because there can be no guarantee that the order, once executed, will be effective as the identified stop-loss point. Tax Liability: Clients should obtain advice from their own tax advisors and satisfy themselves as to the income tax and other tax consequences of an investment in a managed Account, with specific reference to their own tax situation, prior to participating in a managed account program. Exchange-Cleared Swaps: In addition to all of the foregoing risk factors, exchangecleared swap transactions involve specific further risks of an exchanges, brokers or clearinghouses inability or failure to effectuate swap transactions. Notional Funding: Advisor allows clients the use of notional funding. However, due to the increase in risk and reward associated with notional accounts, Advisor reserves the right to limit the amount of notional funds used in a given Account on a case-by-case basis. Please review this Disclosure Document in its entirety as well as the specific risk disclosure statements

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set forth below, and the table below, for further explanation of the risks and rewards of notional accounts. NOTIONAL ACCOUNTS - RISK DISCLOSURE STATEMENT YOU SHOULD REQUEST YOUR COMMODITY TRADING ADVISOR TO ADVISE YOU OF THE AMOUNT OF CASH OR OTHER ASSETS (ACTUAL FUNDS) WHICH SHOULD BE DEPOSITED TO THE ADVISORS TRADING PROGRAM FOR YOUR ACCOUNT TO BE CONSIDERED FULLY FUNDED. THIS IS THE AMOUNT UPON WHICH THE COMMODITY TRADING ADVISOR WILL DETERMINE THE NUMBER OF CONTRACTS TRADED IN YOUR ACCOUNT AND SHOULD BE AN AMOUNT SUFFICIENT TO MAKE IT UNLIKELY THAT ANY FURTHER CASH DEPOSITS WOULD BE REQUIRED FROM YOU OVER THE COURSE OF YOUR PARTICIPATION IN THE COMMODITY TRADING ADVISORS PROGRAM. YOU ARE REMINDED THAT THE ACCOUNT SIZE YOU HAVE AGREED TO IN WRITING (THE NOMINAL ACCOUNT SIZE) IS NOT THE MAXIMUM POSSIBLE LOSS THAT YOUR ACCOUNT MAY EXPERIENCE. YOU SHOULD CONSULT THE ACCOUNT STATEMENTS RECEIVED FROM YOUR FUTURES COMMISSIONS MERCHANT IN ORDER TO DETERMINE THE ACTUAL ACTIVITY IN YOUR ACCOUNT, INCLUDING PROFITS, LOSSES AND CURRENT CASH EQUITY BALANCE. TO THE EXTENT THAT THE EQUITY IN YOUR ACCOUNT IS AT ANY TIME LESS THAN THE NOMINAL ACCOUNT SIZE YOU SHOULD BE AWARE OF THE FOLLOWING: 1. ALTHOUGH YOUR GAINS AND LOSSES, FEES AND COMMISSIONS MEASURED IN DOLLARS WILL BE THE SAME, THEY WILL BE GREATER WHEN EXPRESSED AS A PERCENTAGE OF ACCOUNT EQUITY. 2. YOU MAY RECEIVE MORE FREQUENT AND LARGER MARGIN CALLS.

3. THE DISCLOSURES WHICH ACCOMPANY THE PERFORMANCE TABLE MAY BE USED TO CONVERT THE RATES OF RETURN IN THE PERFORMANCE TABLE TO THE CORRESPONDING RATES OF RETURN FOR PARTICULAR PARTIAL FUNDING LEVELS. 4. YOU WILL INCUR GREATER RISK BECAUSE YOU MAY EXPERIENCE GREATER LOSSES, AS MEASURED BY A PERCENTAGE OF ASSETS ACTUALLY DEPOSITED IN YOUR ACCOUNT, THAN IN AN ACCOUNT FUNDED EXCLUSIVELY WITH ACTUAL FUNDS. 5. YOUR ACCOUNT WILL EXPERIENCE GREATER VOLATILITY, AS MEASURED BY RATES OF RETURN ACHIEVED IN RELATION TO ASSETS ACTUALLY DEPOSITED IN YOUR ACCOUNT, THAN AN ACCOUNT FUNDED EXCLUSIVELY WITH ACTUAL FUNDS.

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6. ADVISORS FEES (AS DESCRIBED IN THE FEES SECTION STARTING ON PAGE 8) WILL BE CHARGED ON THE BASIS OF THE DESIGNATED ACCOUNT SIZE, WHICH IS INCLUSIVE OF THE NOTIONAL FUNDS. ACCORDINGLY, YOU WILL PAY HIGHER MANAGEMENT FEES AND/OR INCENTIVE FEES AS MEASURED BY THE PERCENTAGE OF SUCH FEES IN RELATION TO ASSETS ACTUALLY DEPOSITED IN YOUR ACCOUNT, THAN AN ACCOUNT FUNDED EXCLUSIVELY WITH ACTUAL FUNDS. 7. ADDITIONS AND WITHDRAWALS (OF CASH OR NOTIONAL FUNDS) AND NET PERFORMANCE WILL INCREASE (OR DECREASE, AS THE CASE MAY BE) THE DESIGNATED ACCOUNT SIZE. 8. TO THE EXTENT THAT THE DESIGNATED ACCOUNT SIZE IS GREATER THAN ACTUAL FUNDS, YOUR ACCOUNT WILL BE SUBJECT TO GREATER LEVERAGE AND VOLATILITY THAN IF THE DESIGNATED ACCOUNT SIZE WERE FULL-FUNDED WITH ACTUAL FUNDS. BY DIRECTING ADVISOR TO TRADE YOUR ACCOUNT AT THE DESIGNATED ACCOUNT SIZE, YOUR ACCOUNT WILL TRADE A GREATER NUMBER OF CONTRACTS THAN IF IT WERE FUNDED EXCLUSIVELY WITH ACTUAL FUNDS. THIS WILL RESULT IN A GREATER NUMBER OF BROKERAGE COMMISSIONS AND PERCENTAGE OF THE ACTUAL FUNDS BEING COMMITTED AS MARGIN. 9. HAVING YOUR ACCOUNT TRADED AT THE DESIGNATED ACCOUNT SIZE, WHICH EXCEEDS THE ACTUAL FUNDS IN THE ACCOUNT, WILL RESULT IN AN INCREASE IN THE RATES OF RETURN (BOTH POSITIVE AND NEGATIVE). FOR EXAMPLE, IF $200,000 IN ACTUAL FUNDS HAS A $300,000 DESIGNATED ACCOUNT SIZE, A TRADING LOSS OF $30,000 WILL BE A 10% LOSS BASED ON DESIGNATED ACCOUNT SIZE, BUT A 15% LOSS OF ACTUAL FUNDS.

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Matrix for Computing Performance of Notional Accounts


LEVEL OF FUNDING (2) ACTUAL RATE OF RETURN (1) -30.00% -20.00% -10.00% 10.00% 20.00% 30.00% 100% FUNDED -30.00% -20.00% -10.00% 10.00% 20.00% 30.00% 75% FUNDED -40.00% -26.67% -13.33% 13.33% 26.67% 40.00% 50% FUNDED -60.00% -40.00% -20.00% 20,00% 40.00% 60.00% 25% FUNDED -120.00% -80.00% -40.00% 40.00% 80.00% 120.00%

RATES OF RETURN AT VARIOUS FUNDING LEVELS (3)

Footnotes to Matrix:
(1)

This column represents a hypothetical range of actual rates of return for fully funded accounts. This percentage represents the actual amount of funds deposited in an account divided by the fully funded trading level of the account. This represents the rate of return experienced by a customers account given the respective level of funding utilized by the trading advisor. The rates of return for accounts that are not fully-funded are inversely proportional to the actual rates of return, based on the percentage level of funding.

(2)

(3)

PERFORMANCE RECORDS The performance tables in this Disclosure Document have not been audited by independent public accountants. However, Advisor believes that the information contained in the tables fairly represents the results of past performance under the advised accounts referred to above as PFM Account #1 and PFM Account #2, and as to other accounts managed by Advisor since December 2011. No representation is being made that accounts managed by the Advisor as managed accounts will achieve profits in the future similar to those shown in the tables set forth below.

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PROTEC ENERGY PARTNERS, LLC ET1 PROGRAM COMPOSITE ACTUAL PERFORMANCE CAPSULE
As of March 31, 2012

Name of CTA Name of Trading Program: Inception of Trading: (i) By CTA under Disclosure Document (ii) By CTA re: PFM Account ## 1 and 2: Inception of Trading in Offered Program: # of accounts currently traded pursuant to the program Total nominal assets under management Total nominal assets traded pursuant to the program: Largest monthly draw-down (1): Worst peak-to-valley draw-down (2): Number of profitable accounts that have opened and closed: Range of returns experienced by profitable accounts that have opened and closed: Number of losing accounts that have opened and closed: Range of returns experienced by losing accounts that have opened and closed:

Protec Energy Partners, LLC ET1 Program

December 8, 2011 April 13, 2010 April 13, 2010

9 $3,791,277

$3,791,277 3.76%/November 2011 3.76%/November 2011

31.29%

N/A

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

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PROTEC ENERGY PARTNERS, LLC ET1 PROGRAM COMPOSITE ACTUAL PERFORMANCE CAPSULE (continued)
As of March 31, 2012 Rate of Return(3) Month January February March April May June July August September October November December Year-to-Date 2012 10.40% 4.61% 5.91% 2011 14.56% 9.02% 12.89% 4.08% -0.47% -1.34% 1.82% 6.66% 0.53% 4.07% -3.76% 3.48% 63.03% 2010

-1.97% -0.80% 9.06% 3.57% 6.20% 3.90% 12.04% -1.84% 10.36% 40.52%

22.31%

The rates of return in the Composite Actual Performance Capsule of the ET1 Program may vary materially among managed accounts. See the Supplemental Table of Ranges of Rates of Return for the actual monthly range of rates of return for the accounts. Material variations in rates of return among accounts may occur due to multiple factors inherent in the ET1 Program. These factors include, but are not limited to, the following: i. Option trading: Advisor trades almost exclusively options contracts. Option contracts have different fair value characteristics than other financial instruments. As the value of an option contract is comprised of both time value and inherent value, and option contracts are an inherently leveraged financial instrument, a small price move in the underlying financial instrument can make a significant change in the rate of return of a managed account. New Account Implementation: New accounts may take several months to fully participate in the same positions as existing accounts. This is primarily due to longer-term trend-following option positions that existing clients hold in which new clients will not participate. New clients will start participating in the same positions upon expiration of the existing longer term trend following option position and initiation of a new long-term trend-following option position. It may take new clients several months to have comparable trading positions. Account Size: Smaller accounts will generally experience greater volatility in monthly rates of return due to the increments that Advisor uses to implement positions. For example, a $200,000 and $280,000 account may hold the same number of contracts. If gross trading performance for both accounts was $20,000 for the month, one account would experience a 10.00% rate of return and the other account would experience a 7.14% rate of return.

ii.

iii.

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PROTEC ENERGY PARTNERS, LLC ET1 PROGRAM COMPOSITE ACTUAL PERFORMANCE CAPSULE (continued)
As of March 31, 2012

(1)

Largest monthly draw-down is the largest monthly percentage loss experienced by the trading program during the period presented. Worst peak-to-valley draw-dawn is the greatest cumulative percentage loss experienced by the trading program on a compounded basis and includes the timeframe of such drawdown. Rate of Return for the month is calculated by dividing the net performance by the nominal assets at the beginning of such month. Rate of Return is calculated using a method of performance reporting approved by the Commodity Futures Trading Commission, which adjusts for additions and withdrawals to accounts by temporarily excluding certain accounts when calculating the Rate of Return. In this method, the Rate of Return is calculated by dividing the Net Performance by the Beginning Net Asset Value except that accounts that traded for only part of the month or experienced material additions or withdrawals during the month were excluded from the Rate of Return calculation. Year-to-date rate of return for 2010 is calculated as the sum of the monthly rates of return pursuant to guidance from the Commodity Futures Trading Commission. Performance results reflected for periods prior to the first trading results tabulated from and after December 8, 2011 are pro forma, and such results reflect the imposition of the management fee and incentive fee attributable to the client funds under advisement in PFM Account #1 and PFM Account #2, and trading results pertaining to those accounts, prior to December 8, 2011. Trading with respect to PFM Account #1 and PFM Account #2 was performed in a manner exempt from registration under Section 4m(1) of the Commodity Exchange Act.

(2)

(3)

(4)

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PROTEC ENERGY PARTNERS, LLC ET1 PROGRAM COMPOSITE ACTUAL PERFORMANCE CAPSULE (continued)
As of March 31, 2012

Supplemental Table of Ranges of Rates of Return


Ranges of Rates of Return Month January February March April May June July August September October November December 2012 -4.15% to 11.07% 0.05% to 6.12% 4.27% to 6.09% 2011 1.57% to 26.01% 8.75% to 10.08% 7.00% to 14.41% 2.34% to 4.50% -0.51% to -0.33% 2010

-1.97% to -1.97% -0.80% to -0.80%

-1.46% to -0.80% 1.21% to 1.95% 4.48% to 7.10% 0.33% to 0.57% 2.74% to 4.32% -3.94% to -2.79% 1.19% to 3.48%

9.06% to 9.06% 3.57% to 3.57% 6.20% to 6.20% 3.90% to 3.90% 12.04% to 12.04% -1.84% to -1.84% 1.16% to 10.36%

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Protec Energy Partners, LLC ET1 Program


Composite Actual Monthly Performance Table

Beginning Net Asset Value


(1)

Additions
(2)

Withdrawals
(3)

Net Realized Gains (Losses)

Interest Income

Change in Unrealized Gains (Losses)

Management Fees
(4)

Incentive Fees
(5)

Net Performance
(6)

Ending Net Asset Value


(7)

Period Rate of Return (%)


(8)

VAMI 100,000.00 98,025.86 97,246.36 106,057.62 109,847.38 116,654.77 121,203.48 135,793.14 133,296.56 147,101.54 168,514.18 183,709.73 207,385.13 215,839.56 214,818.78 211,950.42 215,812.69 230,188.75 231,410.23 240,818.24 231,755.33 239,813.50 264,743.29 276,943.15 293,315.69

30-Apr-10 31-May-10 30-Jun-10 31-Jul-10 31-Aug-10 30-Sep-10 31-Oct-10 30-Nov-10 31-Dec-10 31-Jan-11 28-Feb-11 31-Mar-11 30-Apr-11 31-May-11 30-Jun-11 31-Jul-11 31-Aug-11 30-Sep-11 31-Oct-11 30-Nov-11 31-Dec-11 31-Jan-12 29-Feb-12 31-Mar-12

196,052 198,409 218,120 207,144 212,391 207,795 224,071 196,318 397,740 434,465 1,381,654 1,587,020 1,688,287 1,693,069 1,618,897 1,643,925 1,759,516 1,790,287 1,864,964 1,904,596 2,062,158 2,479,054 2,624,750

200,000 3,948 1,590 178,677 678 832,905 24,188 35,136 12,827 5,703 21,321 1,819 114,112 400,000 209,809 30,070 1,000,000

18,122 7,147 12,394 7,799 24,075 19,160 51,587 4,393 309,538 30,070

(3) 14,637 14,634 (4) (4) 37,136 10,029 27,569 (54,440) 394,216 157,763 6,571 (151,937) 48 214,413 (42,952) 3,337 147,256 22,911 36,252 256,197 -

11 12 14 13 16 14 35 13 33 16 10 35 -

(3,948) (1,588) 21,256 (5,704) 847 9,738 30,085 (41,749) 18,558 37,817 192,877 (177,915) (78,838) (16,219) 124,949 35,076 131,174 (203,144) 129,922 (92,134) (66,890) 226,463 102,829 (17,529)

353 775 833 2,645

3,146 1,787 3,099 1,950 6,019 (919) 5,856 10,179 24,188 35,136 12,827 (1,587) (4,393) 5,703 21,321 1,819 14,112 (14,317) 12,913 41,512 22,622 39,426

(3,948) (1,591) 18,121 7,146 12,394 7,798 24,075 (3,678) 22,745 55,207 114,284 181,178 66,131 (8,045) (22,585) 29,421 109,888 9,450 72,858 (74,480) 67,100 207,087 115,626 196,597

See accompanying Performance Table Notes

196,052 198,409 218,120 207,144 212,391 207,795 224,071 196,318 397,740 434,465 1,381,654 1,587,020 1,688,287 1,693,069 1,618,897 1,643,925 1,759,516 1,790,287 1,864,964 1,904,596 2,062,158 2,479,054 2,624,750 3,791,277 2010 2011 2012 Inception to date

-1.97% -0.80% 9.06% 3.57% 6.20% 3.90% 12.04% -1.84% 10.36% 14.56% 9.02% 12.89% 4.08% -0.47% -1.34% 1.82% 6.66% 0.53% 4.07% -3.76% 3.48% 10.40% 4.61% 5.91% 40.52% 63.03% 22.31% 180.20%

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Performance Table Notes The Period Rates of Return % (ROR) in the composite actual performance record were computed using the actual trading results and actual fee structure of each account contained in the composite performance record. A method of performance reporting approved by the Commodity Futures Trading Commission, which adjusts for additions and withdrawals to accounts by temporarily excluding certain accounts when calculating the ROR, was used in computing the composite ROR. In this method, the ROR is calculated by dividing the Net Performance by the Beginning Net Asset Value, except that accounts that traded for only part of the month or experienced material additions or withdrawals during the month, were excluded from the ROR calculation. Certain Definitions Actual Funds the equity in a commodity trading account over which the commodity trading advisor has trading authority and funds that can be transferred to that account without the clients consent to each transfer. Nominal Account Size the account size agreed to by the client that establishes the level of trading in the particular trading program. Notional Funds the amount by which the Nominal Account Size exceeds the Actual Funds (i.e., Nominal Account Size minus Actual Funds). (1) (2) (3) (4) (5) (6) (7) (8) Beginning Net Asset Value includes both Actual Funds and Notional Funds. Additions include additions of both Actual Funds and Notional Funds. Additions also include the previous months accrued management fees and previous quarters accrued incentive fees for accounts where these fees are paid outside of the trading account. Withdrawals include withdrawals of both Actual Funds and Notional Funds. Management fees are accrued monthly at rates ranging from 0% to 2% annually of the net asset value of the accounts. Such fees are charged monthly at 1/12 of the annual fee rate. Incentive Fees are accrued monthly at rates ranging from 0% to 25% of Net Performance prior to Management Fees and Incentive Fees. Net Performance equals the sum of Net Realized Gains (Losses), Interest Income and Change in Unrealized Gains (Losses) less Management Fees and Incentive Fees. Ending Net Asset Value equals Beginning Net Asset Value plus Additions minus Withdrawals plus Net Performance. The Period Rate of Return % for each month is computed by dividing the Net Performance by the Beginning Net Asset Value excluding accounts that traded for only part of the month or experienced material additions or withdrawals during the month. Year-to-date rates of return for 2012 and 2011 is calculated by compounding the monthly rates of return during the year. Year-to-date rate of return for 2010 is calculated as the sum of the monthly rates of return pursuant to guidance from the Commodity Futures Trading Commission.

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EXHIBIT A

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ADVISORY AGREEMENT

PROTEC ENERGY PARTNERS, LLC


750 Park of Commerce Boulevard, Suite 210 Boca Raton, Florida 33487 Telephone: 561-392-3667 Fax: 561-362-3098
REGISTERED WITH THE COMMODITY FUTURES TRADING COMMISSION AS A COMMODITY TRADING ADVISOR

NOTICE TO THE CUSTOMER:


PLEASE READ AND SIGN THE APPROPRIATE PAGES OF THIS ADVISORY AGREEMENT. THEN, RETAIN THE DISCLOSURE DOCUMENT, BUT RETURN THE ENTIRE ADVISORY AGREEMENT INCLUDING THE SIGNATURE PAGES TO THE ADVISOR

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ADVISORY AGREEMENT PROTEC ENERGY PARTNERS, LLC


750 Park of Commerce Boulevard, Suite 210 Boca Raton, Florida 33487 Telephone: 561-392-3667 Fax: 561-362-3098
IB Code _______ Account Number _________ THIS ADVISORY AGREEMENT (Agreement) is entered into this ________ day of _________, 2012, between Protec Energy Partners, LLC (Advisor) and the person or entity identified below (Client): Client Name ______________________________________________ EIN/SSN__________________ Address ___________________________________________________________________________ City _____________________________________ State _______________ Zip ___________________ Occupation/Nature of Business __________________________________________________________ Phone_____________ Cell ___________Email Address_______________________________________ Address to which Account statements should be sent (if different from the address above) c/o _________________________________________________________________________________ Address _____________________________________________________________________________ City _______________________________State _____________________ Zip ___________________ Net Worth ___________________________________ Years of Experience in the following areas: Futures _____ Futures Options _____ Stocks_____ Stock Options ______ Bonds _______ Other [describe] ___________________________________________ Does any other person/entity: Have a financial interest in this Account? YES NO Guarantee this Account? YES NO If you have answered YES to any of the above, please give name(s) of person(s): ______________________________________________________________________________ Is there currently pending or has there ever been any litigation, disputed accounts or other matters between you and commodity or securities brokers, exchanges, or federal or state regulatory bodies NO YES (IF YES, please describe): _______________________________________________________ Have you ever been the subject of an investigation or proceeding by any futures or securities regulatory or self-regulatory body? NO YES If yes, please provide details:______________________________________________________

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RECITALS WHEREAS, Advisor offers to qualified eligible persons (as defined in 17 C.F.R. Section 4.7(a) (2) & (3) [see www.nfa.futures.org]), an advisory service for the management of commodity trading accounts pursuant to which trading decisions are guided by Advisor's proprietary trading program as described in the Confidential Disclosure Document to which this Agreement is an exhibit (Disclosure Document). WHEREAS, Client represents to Advisor that: (a) Client is a qualified eligible person, and has speculative capital for the purpose of trading in commodity futures contracts of the type described in Advisors Disclosure Document; (b) Client possesses expertise, knowledge and sophistication in financial and

business matters, and with respect to investments of the type described in the Disclosure Document; (c) Client is capable of evaluating the merits and economic risks of the investment described in the Disclosure Document, and is able to bear all such economic risks of such investment now and in the future; (d) Client is able to tolerate adverse results relative to its Account,
including the possible loss of Clients entire investment; and (e) Client has read and understands Advisor's Disclosure Document, including, and especially, the risk disclosure statements. WHEREAS, Client wishes to subscribe to Advisor's trading program as described in the Disclosure Document, under the following terms and conditions. THEREFORE, Advisor and Client mutually agree as follows: ESTABLISHMENT OF ACCOUNT; RELATIONSHIP WITH FCM 1. Client will promptly open, or currently has open, a commodity trading account ("Account") with _____________________________________________, a Futures Commission Merchant ("FCM"). 2. The relationship between the FCM and Client is not and shall not become Advisors responsibility. Client has executed or agrees to execute a limited trading authorization with the FCM authorizing Advisor to enter orders to trade futures contracts and or options on futures contracts. Advisor has no responsibility for the execution of orders by the FCM, once such orders are entered by Advisor. Advisor is not involved with or liable for the executions of transactions. The FCM is solely responsible for the execution of transactions and the transmission to Client of transaction statements and periodic account statements. The FCM (and not Advisor) is also responsible for the custody of Client funds. 3. Client hereby confirms its request of and direction to the FCM that the FCM furnish copies of all confirmations and periodic Account statements to the Advisor, simultaneously with their transmission to the Client. TRADING LEVEL AGREEMENT 4. Advisors clients who choose partially to fund a trading account must specify the nominal account size and the amount of notional funds to be used. Advisors Disclosure Document contains a detailed description of notional funding. Example: Nominal Account Size = $200,000 = Actual Funds + Notional Funds $100,000 + $100,000

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Nominal Account Size 5. The Nominal Account Size is defined as the agreed level of trading irrespective of actual funds deposited in the account to be managed. Nominal Account Size must be specified in increments of $100,000. The Nominal Account Size established at the inception of Advisors management of the Account hereunder is referred to as the Opening Nominal Account Size. As trading occurs, Account gains (profits) or losses may occur. Trading results will be reflected in the FCM-provided Account reports as of each month-end. If net trading gains (profits) occur as of any month-end, the Nominal Account Size will automatically be adjusted to reflect the net trading gains aggregating in the Account as compared to the immediately preceding month, unless Client withdraws any or all of the accumulated gains. If net trading losses occur as of any month-end, the Nominal Account Size will automatically be adjusted to a dollar amount equal to the greater of the Opening Nominal Account Size or the Nominal Account Size as of the end of the immediately preceding month. Client requests to change the Nominal Account Size must be submitted in writing to Advisor. 6. Client hereby directs Advisor to manage $_________________ (Nominal Account Size),

commencing on ______________________, 2012. The actual dollar amount funded to the Account by Client as of ________________, 2012 is $______________ (Actual Funds). Notional Funds 7. The dollar amount by which the Nominal Account Size exceeds the Actual Funds shall be deemed Notional Funds. If Notional Funds are zero, the Account contains an amount of Actual Funds equal to its Nominal Account Size and shall be deemed Fully-Funded. 8. The amount of Notional Funds to be committed by Client is $__________________. The amount of Notional Funds set forth above shall remain constant (irrespective of any profits or losses) unless Advisor is notified otherwise in writing. FEE STRUCTURE 9. Client will be charged the Management Fee and Incentive Fee as described in the Disclosure Document and as confirmed below.

Management Fee In consideration for its investment advisory services, Advisor will have earned and be entitled to an annual management fee of two percent (2%) of Clients Account Asset Value (defined below) from time to time (Management Fee).
10.

(a) The Management Fee will be calculated by Advisor each month and will be payable in monthly installments of one-twelfth (1/12) of the annualized Management Fee as calculated each month. Advisor will provide Client with an invoice each month setting forth the Management Fee then due, which invoice will include a statement of the Account Asset Value on which the Management Fee is based. The monthly Management Fee will be payable each month within ten days after invoicing and may be offset by Advisor (or the FCM on Advisors A-3
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behalf) from Clients Account. The Management Fee will be earned and paid to Advisor each month whether or not Investment Profits (defined below) have been achieved in that month or at any time. (b) For purposes of calculating the Management Fee, the term Account Asset Value means the sum of the following: (i) the total Actual Funds and all assets in Clients Account, including (A) all cash, treasury bills, certificates of deposit and other interest-bearing financial instruments at their then-current market value, plus (B) the current market value (as of the calculation date) of all open trading positions maintained for Clients Account, plus (ii) if applicable, Notional Funds which have not been deposited into the Clients Account, less actual expenses incurred in any given month in establishing and maintaining the Clients Account; provided that no reduction in the Account Asset Value will be made for brokerage commissions and charges that would be incurred upon Account liquidation. The Account Asset Value will be increased or decreased from time to time by the cumulative amounts of deposits, withdrawals, gains or losses. (c) Because Account Asset Values fluctuate, the Management Fee (based on the stated percentage of Account Asset Value) will vary commensurately. Also, because the Management Fee is calculated on Account Asset Value rather than only on Actual Funds, the Management Fee imposed from time to time may exceed 2% of the Actual Funds comprising Account Asset Value. For example, if only 50% of a clients Account Asset Value is represented by Actual Funds, the Management Fee for such Account would amount to 2% of the total Account Asset Value, but 4% of the Actual Funds. Since an FCM may, in its discretion, accept Accounts with a minimal amount of Actual Funds, the Management Fee expressed as a percentage of Actual Funds therefore could be higher than 2%. Performance-Based Incentive Fee 11. In addition to the Management Fee, in further consideration of its investment advisory services, Advisor will be entitled to an incentive fee (Incentive Fee) to be calculated and paid quarterly. The Incentive Fee will be equal to twenty percent (20%) of the Investment Profits each calendar quarter. For purposes of calculating the Incentive Fee, the term Investment Profits will mean the positive difference in Clients Account Asset Value, after deduction for FCM charges and other expenses associated with the clients Account and for Management Fees earned and/or paid to Advisor during the relevant measurement period, as measured (i) on the first day of each January and on the last day of each March, (ii) on the first day of each April and on the last day of each June, (iii) on the first day of each July and on the last day of each September, and (iv) on the first day of each October and on the last day of each December. (a) Investment Profits (if any) will be determined for each calendar quarter by comparing the Account Asset Value balance on the start date and end date for the quarter. Within ten days of the end of each calendar quarter, Advisor will provide Client with Advisors regularly-kept report of trading activities during the preceding quarter, and a statement of Account showing the Investment Profit (if any) for the quarter.

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(b) If there are no Investment Profits in a given calendar quarter, no Incentive Fee will be due for such quarter. Incentive Fees will nevertheless continue to be due and payable to Advisor subsequently, for any calendar quarter in which Investment Profits are achieved. (c) Investment Profits for purposes of calculating Incentive Fees are simply increases in the cumulative Account Asset Value based on investment gains, over and above the previous all-time highest balance of the Account Asset Value. If the Account Asset Value decreases during a measurement quarter, the amount of the loss, compared to the prior all-time high, shall constitute a Carryforward Loss for the beginning of the next measurement period. No Incentive Fees during the term shall be payable until all Carryforward Losses are offset and exceeded by future Investment Profits. Similarly, if the Account experiences a loss after an Incentive Fee is earned, Advisor will retain the Incentive Fee previously paid, but Advisor will be entitled to no further Incentive Fees despite subsequent Investment Profits until such Investment Profits offset the earlier loss and replenish the Account Asset Value to an amount that is greater than the Account Asset Value starting balance in respect of which the last paid Incentive Fee was calculated. (d) Because Advisor permits notional funding of Accounts, and because Client may elect to fund the Account with amounts sufficient only to satisfy margin requirements, Incentive Fees may exceed those associated with fully-funded Accounts. Clients Incentive Fee obligation will be calculated based on the total Nominal Account Size, which includes Notional Funds in addition to Actual Funds. As an example, a 2% fee is equivalent to 4% of actual net assets on an Account that is 50% funded with Actual Funds. Offset Rights for Fees 12. Advisor is irrevocably authorized to offset (or to cause the FCM to offset) from Clients Account an amount sufficient to pay the Management Fee each month and the Incentive Fee to be paid in each quarter for which the Incentive Fee is due. Clients execution of this Agreement authorizes Advisor (or the FCM on Advisors behalf) to withdraw from Clients Account the Management Fee and Incentive Fee payable to Advisor. Client will execute documents or letters of instruction provided by the FCM to more fully confirm the FCMs direction and authorization to make such offsets and payments to Advisor.
LIMITED POWER OF ATTORNEY

Client hereby makes, constitutes and appoints Advisor as Clients true and lawful attorney-in-fact, to perform all acts and have all powers as set forth herein or in the Disclosure Document, or reasonably inferred from either, giving and granting unto Advisor full power and authority for all purposes consistent with and in furtherance of this Agreement, to make decisions and take actions pertaining to the Account using, committing or leveraging Clients Nominal Account Size, including without limitation, to buy and sell (including "short" sales) commodity futures on margin and options thereon, or otherwise for Clients account and at Clients risk, including the purchase and sale of U.S. Treasury bills and investments in money market fund accounts and entering into contracts and options on Clients behalf, including, without limitation, full power and authority relative or incidental to executing and delivering, as attorney-in-fact for, on behalf of, and in Clients name, any and all orders, options, confirmations or contracts, and including further withdrawals of or encumbrances with respect to the Account,
13.

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and/or relative to the affixing of signatures, and otherwise in connection with the contracting for the Account; and giving and granting unto Advisor full power and authority to do and perform all and every act and thing whatsoever required or as necessary to be done as fully, to all intents and purposes, as Client might or could do if present for and on behalf of itself and in its own name, with full power of substitution, and hereby ratifying and confirming all that Advisor shall lawfully do or cause to be done pursuant to this limited power of attorney. This limited power of attorney is coupled with an interest and shall inure to the benefit of Advisor and the FCM and their respective owners, managers, employees, advisors, and the successors and assigns of all of them. (a) Advisor shall have full authority to communicate orders directly to the FCM and the FCM is hereby authorized to accept and execute all such orders. Client will not trade the Account and will not authorize any person other than the Advisor to trade the Account. (b) The limited power of attorney in favor of Advisor shall remain in full effect unless and until the Account is closed, or until revocation is received by Advisor, in writing, from Client. Such revocation shall not affect any open position, which will be closed promptly after receipt of the notice. Revocation or termination of this limited power of attorney shall not abrogate or affect the terms and conditions hereof as relating to actions or transactions initiated prior to such revocation or termination. (c) Client hereby agrees to defend, indemnify and hold harmless Advisor and the FCM, and their respective owners, officers, managers and employees, from and with respect to any claims, losses, costs, damages, debts, and liabilities suffered or incurred as a result of actions taken by Advisor or the FCM in good faith pursuant to this limited power of attorney, consistent with this Agreement. Neither Advisor nor FCM, nor their respective owners, officers, managers, employees or advisors, shall be liable for any acts or decisions made in good faith in furtherance of the purposes of this Agreement.
NON-EXCLUSIVITY; CONFIDENTIALITY 14. Advisors services are not exclusive to Client, and Advisor is and shall be free to have other clients, and render trading advice to such clients, including the same advice as given to Client hereunder.

Client acknowledges that all advice from Advisor, and the methodologies pertaining the Advisors trading program, and related information and know-how, are confidential (the Confidential Information), and that such Confidential Information is proprietary to Advisor. Accordingly, during the Term of this Agreement and thereafter, Client (a) agrees to use commercially reasonable efforts to maintain the confidentiality of all such Confidential Information and not to disclose any such Confidential Information to any third-party, except to Clients agents, legal counsel, accountants and other consultants, but only on a need to know basis; and (b) shall exercise commercially reasonably efforts to ensure that no one other than Client uses, discloses or copies any Confidential Information, or takes other actions that are otherwise prohibited under this Section 14. Notwithstanding the foregoing, the restrictions on the use and disclosure of Confidential Information shall not apply (i) to information or techniques which are or become generally known in the futures trading and investment industry (other than through Clients disclosure), provided Client obtains the prior written consent to such disclosure or use from Advisor providing such Confidential Information, or (ii) to the extent such disclosure is required under applicable laws, including reporting requirements applicable to A-6
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public companies. Client acknowledges that the disclosure or unauthorized use of any Confidential Information will cause irreparable injury to Advisor for which monetary damages would not provide an adequate remedy, and that Advisor is therefore entitled to seek specific performance, injunctions or other equitable remedies, without thereby waiving any claim for damages.

DOCUMENTS 15. Client agrees to execute any and all documents required by the FCM, Advisor, and or any regulatory agency that has jurisdiction over the Account, as may be necessary to open and maintain the Account and to provide or confirm unto Advisor the authority to trade and manage the Account. Advisor shall maintain its registration as a Commodity Trading Advisor with the National Futures Association and the Commodity Futures Trading Commission. ACCOUNT ADDITIONS AND WITHDRAWALS 16. Client may deposit additional funds in the Account at any time, but may only withdraw from the cash balance of the Account to the extent consistent with margin requirements of the FCM and applicable contracts. Client agrees to notify Advisor in writing in advance of intended withdrawals. Client recognizes that the potential profitability of the Account depends upon uninterrupted investment of capital, and that reduction of the Account Asset Value could materially and adversely affect the diversification among commodities traded in the Account and the potential profitability of the Account. EARLY ACCOUNT CLOSING: TERMINATION 17. The Account may be closed only at month-end, after not less than 5-days prior notice. Upon closing of the Account, Advisor will liquidate all of Clients open positions. Termination shall have no effect upon liabilities and commitments made or accrued prior to such termination, nor on open positions yet to be liquidated. The management of the Account after termination shall be the sole responsibility of the Client. All open commodity positions shall be calculated at their then market value. With respect to open commodity positions, the settlement price is determined by the exchange on which the transaction is effected, or the most recent appropriate quotation as supplied by the clearing broker, exchange or financial institution through which the transaction is effected. If there are no trades on the date of the calculation due to the operation of the daily price fluctuation limits or due to a closing of the exchange on which the transaction is executed, the contract will be valued at the fair market value based on the last posted settlement price. This Agreement shall be in effect from the date reflected in the introductory paragraph until either party, by written notice to the other, terminates this Agreement; provided that the effective date of such termination shall only be at the end of the month in which at least 5-day prior written notice of termination is provided. TERMINATION DUE TO DEATH OR DISABILITY OF ADVISORS PRINCIPALS 18. Should Advisors principals die or be disabled to an extent such that the duties of Advisor this cannot be carried out, Advisor will exit all Client trading positions at the earliest reasonable opportunity. OTHER RISK FACTORS: DISCLAIMERS

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19. Client acknowledges and agrees that Client has read and understood Advisors Disclosure Document. Client understands that Advisor makes no guarantee that the trading program strategy as

described in the Disclosure Document or any of its services will result in a profit to Client, or that losses will not occur, including potentially the loss of Clients entire investment as well as liability for fees, costs and expenses associated with margin calls, unfulfilled option purchase obligations for which the investment amount is insufficient, and similar matters. Client has discussed the risks of futures trading with Advisor and understands and accepts those risks. Client assumes sole responsibility for losses, including loss of the entire investment amount and more, that may be incurred.
20. Client will immediately inform the Advisor if (a) Client is dissatisfied with Advisor's

decisions or actions, or the results of the Investment Program, or (b) if Clients financial circumstances or investment goals or tolerance of investment risk have changed in any respect. Without limiting the generality of the foregoing, Client will provide Advisor with written confirmation, periodically at Advisors request and in any event not less than annually, that no changes have occurred of the nature expressed in subsection (b), above. Advisor will not be liable to Client or to others except by reason of acts constituting willful malfeasance or gross negligence as to its duties herein, and disclaims any liability for human or machine errors in orders to trade or not to trade investments. Initiation or confirmation of trades or orders or any advances by wire transfer of funds shall be subject to all applicable laws, including policies of the Board of Governors of the Federal Reserve System on Reduction of Payments System Risk as in effect from time to time.
21.

22. ADVISOR HAS NO FIDUCIARY DUTIES TO CLIENT HEREUNDER OR OTHERWISE. THIS AGREEMENT SHALL BE INTERPRETED IN ACCORDANCE WITH GENERAL PRINCIPLES OF CONTRACT INTERPRETATION WITHOUT REGARD TO THE COMMON LAW PRINCIPLES OF AGENCY. ANY LIABILITY OF ADVISOR SHALL BE BASED SOLELY ON PRINCIPLES OF CONTRACT LAW AND THE EXPRESS TERMS OF THIS AGREEMENT. 23. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR UNDER APPLICABLE LEGAL REQUIREMENTS, IN ANY ARBITRATION, LITIGATION, LEGAL ACTION OR PROCEEDING BETWEEN THE PARTIES ARISING FROM OR RELATING TO THIS AGREEMENT, THE PARTIES UNCONDITIONALLY AND IRREVOCABLY WAIVE AND DISCLAIM, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LEGAL REQUIREMENTS, ALL RIGHTS TO ANY CONSEQUENTIAL, PUNITIVE, EXEMPLARY, STATUTORY OR TREBLE DAMAGES, AND ACKNOWLEDGE AND AGREE THAT THE RIGHTS AND REMEDIES IN THIS AGREEMENT, AND ALL OTHER RIGHTS AND REMEDIES AT LAW AND IN EQUITY, WILL BE ADEQUATE IN ALL CIRCUMSTANCES FOR ANY CLAIMS THE PARTIES MIGHT HAVE WITH RESPECT THERETO.
ARBITRATION 24. Any controversy between the parties hereto involving the construction or application of any of the terms, covenants, or conditions of this Agreement, shall on written request of one party served on the other be submitted to arbitration, and such arbitration shall comply with and be governed by the

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provisions of the National Futures Association Code of Arbitration. Such arbitration shall take place within a twenty (20) mile radius of Boca Raton, Florida. This Agreement contains a pre-dispute

arbitration clause. By signing this Agreement, the parties agree as follows: (a) The parties are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. (b) Arbitration awards are generally final and binding, and a partys ability to have a court reverse or modify an arbitration award is very limited. (c) The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings. (d) The arbitrators do not have to explain the reason(s) for their award.

(e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (f) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. (g) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement. (h) Neither party shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) in the case of the Client, the Client is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein. (i) arbitrator. The parties shall share equally the costs, including fees, of the mediator or

(j) EACH PARTY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW TRIAL BY JURY OF ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT.
REPRESENTATIONS 25. No persons may make any representation about this Agreement or the Advisor except those stated in the Disclosure Document and this Agreement. Any such representations made in contravention of this provision are to be considered false, and the Client will not hold the Advisor liable for any such false claims, statements, or representations. VALIDITY

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26. In the event that any provision of this Agreement is invalid for any reason whatsoever, all other conditions and provisions of this Agreement shall, nevertheless, remain in full force and effect. ENTIRE AGREEMENT 27. This Agreement constitutes the entire agreement between the parties, and no modification or amendment of this Agreement shall be binding unless in writing and signed by both parties named and whose signature appear on this Agreement. This Agreement cannot be terminated orally, and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. The captions appearing in this Agreement are inserted as a matter of convenience and for reference only and shall not define, limit or describe the scope and intent of this Agreement or any of the provisions thereof.

[Signature Page follows]

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SIGNATURES AND ACKNOWLEDGMENTS: IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Client Name __________________________________________________________________________ Client Signature____________________________________________ Date ____________ Client Signature ___________________________________________ (Joint Account) Date ____________

ACKNOWLEDGED RECEIPT OF DISCLOSURE DOCUMENT: I (we) acknowledge that I (we) have received, read, and understand the Disclosure Document of Advisor, which is dated ___________________, 2012. Client Name _________________________________________________________________________ Client Signature____________________________________________ Date ____________ Client Signature ___________________________________________ (Joint Account) Date ____________

AUTHORIZATION FOR FCM TO PAY ADVISOR I (we) hereby instruct the FCM to pay Advisor the Management Fees and Incentive Fees as specified in the Disclosure Document of the Advisor, out of assets of my (our) Account. In rendering this service for the convenience of Advisor and the undersigned, you may fully rely on any fee invoices submitted without any duty or obligation to check or verify the accuracy of the fee invoice. Client(s) and Advisor hereby jointly and severally agree to indemnify the FCM and to hold it harmless from any loss or claim associated with any payment of fees from the Account, the payment of which is subsequently shown to be in error or subject to dispute. I understand and fully agree that Management Fees and Incentive Fees payable to Advisor will be charged to my account as set forth in the above Agreement and the Disclosure Document of Advisor.

Client Signature____________________________________________ Date ____________ Client Signature ___________________________________________ (Joint Account) Date ____________

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REPRESENTATION Client represents that the foregoing information (including, as applicable, any attachments) is true and correct, and that Client will notify Advisor of any material changes in writing. Advisor reserves the right, but has no duty, to verify the accuracy of information provided and to contact such bankers, brokers and others as it deems necessary. Client expressly consents to such verification. Client Signature____________________________________________ Date ____________ Client Signature ____________________________________________ Date ____________ (Joint Account)

Advisor Signature ______________________________________ Date ___________

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PROTEC ENERGY PARTNERS, LLC

GRAMM-LEACH-BLILEY CONSUMER PRIVACY NOTIFICATION


This notice is being provided by Protec Energy Partners, LLC (Advisor), a Commodities Trading Advisor, to inform _____________________________________ (Client) of Advisors consumer privacy policies as required under the Gramm-Leach-Bliley Act. In providing Client with financial products and services, Advisor receives non-public personal information about Client from the following sources: (a) Information Advisor receives from Client in connection with Advisors subscription documents, applications or other forms; (b) (c) Information about Clients transactions with Advisor, Advisors affiliates, or others; Information Advisor receives from other futures industry participants.

In providing Client with financial products and services, Advisor may collect the following types of non-public personal information about Client: (i) Information Advisor receives from or about Client on account applications and/or subscription documents, whether written or electronic, or on other forms. This information would include Clients name, address, social security number, income, investment experience, investment objectives, etc. (ii) Information about Clients transactions with Advisor, Advisors affiliates or others. This information could derive from Clients trading through Advisor or its affiliates, or others, and from Clients history of meeting margin calls, paying debit balances and Clients use of the various products and services that Advisor and its affiliates provide. (iii) Information about Client obtained in connection with Advisors efforts to protect against fraud, money laundering activities, or unauthorized use of Clients Account(s). Advisor may disclose the types of the nonpublic personal information listed above to other financial institutions with which Advisor has joint marketing agreements, broker-dealers, futures commission merchants, investment companies, investment advisers, commodity trading advisors, commodity pool operators and other financial service participants. Advisor may disclose Clients nonpublic personal information to other non-affiliated third parties as permitted by law, such as in response to a subpoena or legal process or in order to complete a transaction, which Client initiated and authorized. If Client prefers that Advisor not disclose its nonpublic personal information to unaffiliated third parties, Client may opt out of those disclosures. That is, Client may direct Advisor not to make those disclosures other than as required by law. However, Client may not opt out of disclosure of the subscription documents provided by Advisor or disclosure of information to any service provider necessary to effect or process any transaction in Advisors Account. If Client wishes to opt out of disclosure to non-affiliated third parties, please contact Advisor so that it may honor Clients request.

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NFA BYLAW 1101 DUE DILIGENCE REPRESENTATIONS Protec Energy Partners, LLC (Advisor) is a member of the National Futures Association (NFA). NFA Bylaw 1101 requires its members to transact business only with NFA members or parties that are not required to be registered with Commodity Futures Trading Commission (CFTC). In order to demonstrate Advisors compliance with NFA Bylaw 1101, please provide the following information and representations. (1) The Client is a natural person ____ or an entity ____ (check one). If an entity, what is the jurisdiction in which the Client is incorporated or organized? ____________________. (2) If the Client is a natural person, the Client hereby represents that the Client owns and will own all funds and securities deposited in the accounts to be managed by Advisor. (check if applicable and true) If the Client is an entity, the Client hereby represents that the Client is (check paragraphs that apply): ____ ____ ____ (a) not and will not be operated for the purpose of trading or investing commodity futures contracts or commodity options; (b) an NFA member and is registered as a Commodity Pool Operator with the CFTC; or (c) not required to be registered with the CFTC and/or is exempt from CFTC registration.

(3)

(4) If the Client is not located within the United States or operates for customers or using exchanges outside of the United States, the Foreign Exemption Table attached hereto indicates when the Client is required to be registered as an FCM, IB, CTA or CPO, depending on the location of the Client, its customers and exchanges in which it operates. (5) If the Client has indicated that the Client is exempt from CFTC registration, the Client represents that the Client is exempt from such registration under ______________ _______________________________________ (identify exemption). Name of Client Name and Title of Person Signing on Behalf of Client (Sign Here) C-1
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Date

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