Dighton Capital CTA Ddoc 3-30-11-Clean · Dighton Capital CTA Limited is a Cayman Islands exempted...

DISCLOSURE DOCUMENT

DIGHTON CAPITAL CTA LIMITED A Commodity Trading Advisor

Dighton Capital CTA Limited P.O Box 884

Grand Cayman KY1-1104 Cayman Islands

(Telephone) (877) 973-2282

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 this Disclosure Document is March 25, 2011

Dighton Capital CTA Limited

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 INTEREST 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 AT


PAGES 15 AND 16 A COMPLETE DESCRIPTION OF EACH FEE TO BE CHARGED TO YOUR ACCOUNT BY THE COMMODITY TRADING ADVISOR. THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER SIGNIFICANT ASPECTS OF THE COMMODITY INTEREST MARKETS. YOU SHOULD THEREFORE CAREFULLY STUDY THIS DISCLOSURE DOCUMENT AND COMMODITY INTEREST TRADING BEFORE YOU TRADE, INCLUDING THE DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT PAGES 10 TRHOUGH 14. YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY TRADING ADVISOR MAY ENGAGE IN TRADING FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE 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 ADVISOR'S 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.


TABLE OF CONTENTS

Risk Disclosure Statement ______________________________________________________________ 2

Introduction _________________________________________________________________________ 5

The Advisor _________________________________________________________________________ 5

Trading Program _____________________________________________________________________ 7

Past Performance _____________________________________________________________________ 8

Risk Factors ________________________________________________________________________ 10

Conflicts of Interest __________________________________________________________________ 14

Fees of the Advisor __________________________________________________________________ 15

Brokerage Arrangements ______________________________________________________________ 16

Notionally Funded Accounts Disclosure __________________________________________________ 16

Opening an Account __________________________________________________________________ 18


INTRODUCTION

Dighton Capital CTA Limited (the “Advisor”) place of business is located at P.O. Box 884,

Grand Cayman KY1-1104, Cayman Islands. The telephone number is 877-973-2282. All books and records pertaining to the business of the Advisor will be maintained at Rock Hole Road, Yellow Bird Studios, Apartment 14, George Town, Grand Cayman KY1-1104, Cayman Islands. The books and records of the Advisor shall be made available for inspection upon request of a Commodity Futures Trading Commission (“CFTC”) representative within 72 hours after receipt of the request at a National Futures Association’s (“NFA”) Chicago office located at 300 South Riverside Plaza, Suite 1800, Chicago, Illinois 60606. The Advisor intends to use this document as of March 25, 2011.

THE ADVISOR

Dighton Capital CTA Limited is a Cayman Islands exempted company with limited liability

formed under the laws of the Cayman Islands and established in June 2008. From June 2008 until its registration as a commodity trading advisor, Dighton Capital CTA Limited worked on developing its organizational structure and business model in anticipation of offering its managed account program. On October 3, 2008, Dighton Capital CTA Limited was registered with the Commodity Futures Trading Commission as a Commodity Trading Advisor. The firm became a member of the National Futures Association on October 6, 2008. The Principals of Dighton Capital CTA Limited are Alex Moiseyev, Jakob Schneider, Guerman Teitelbaoum and Olga Filatova. Please note that Ms. Filatova only maintains an ownership interest in the Advisor and does not participate in trading or supervisory activities.

Alex Moiseyev Alex Moiseyev is a Principal and the trader for Dighton Capital CTA Limited. He was approved

as a Principal of the firm on October 1, 2008, and became registered as an Associated Person on October 6, 2008. He was also listed as a Principal of Dighton Capital USA, a registered Commodity Trading Advisor and Commodity Pool Operator, from June 1, 2006 to August 5, 2009, where he acted as the lead trader for the company. Mr. Moiseyev has over 15 years of trading experience. His experience stems from his belief in non-conventional methods of trading characterized by his effective use of market volatility, unique non correlated strategies and systematic trade selection and exit techniques. His ability to blend systems, techniques, and strategies to create a proprietary methodology allows for the best risk to reward potential.

Mr. Moiseyev graduated from the Moscow Oil and Gas Academy with a degree in chemical engineering in July 1987. Mr. Moiseyev spent the period of August 1987 through November 1994 as one of the founders of Joint Venture “Interfive” Moscow. The company specialized in imports of physical commodities such as sugar and coffee as well as the export of oil products. His experience with physical commodities exposed him to alternative investment strategies and he became one of the first members of the Russian Stock & Commodity Exchange in November 1990, where he traded until November 1994. From March 1992 to November 1994 Mr. Moiseyev began creating various hedging techniques for a number of Brazilian coffee growers as well as for the Russian coffee importers.

In December 1994, Mr. Moiseyev used his experience to become a professional trader and began research into non-conventional trading techniques. Under his supervision, a team of Russian mathematicians have created numerous trading techniques and systems. In July 2003, Mr. Moiseyev began to manage funds for select individuals and institutions. He is one of the founders of the Dighton Worldwide Investments, and has maintained this affiliation from July 2003 to present. It is an Investment Manager Company regulated by Polyreg (a Self-Regulatory Organization) in Switzerland. During this time, Mr. Moiseyev also worked with several research and development and consulting firms.


Jakob Schneider Jakob Schneider was approved as a Principal of Dighton Capital CTA Limited on July 22, 2009

and registered as an AP on July 21, 2009. From November 2002 to October 2006, Mr. Schneider was a broker with Global Futures Exchange & Trading Co. Inc., an independent Introducing Broker (“IB”) registered with the NFA. In November 2006, Mr. Schneider started working in an administrative capacity for Dighton Capital USA, a registered Commodity Trading Advisor and Commodity Pool Operator, where he was responsible for overseeing the day-to-day operations of the company and compliance. He was listed as a Principal and registered as an AP of Dighton Capital USA, from January 30, 2007 through July 6, 2009.

Guerman Teitelbaoum Guerman Teitelbaoum was approved as a Principal of Dighton Capital CTA Limited on July 8,

2009, where he assists in risk management and acts in an administrative capacity by coordinating with and assisting the company’s accountants, attorneys and vendors in performing their services for the company. He holds a degree in Industrial Economics & Electronics from the Russian Aerospace University. From July 1998 through September 1999, Mr. Teitelbaoum was the chief executive officer of the International Entrepreneurial Institute, a business consulting and management firm, where he was involved in the development of industrial and aviation projects, storage facilities and marketing. In October 1999, he became the Chief Financial Officer, Secretary and Director of PowerSource Corporation, a company active in the deregulation of electricity in California and providing consumers more options in choosing electricity providers. After leaving PowerSource Corporation in April 2001, Mr. Teitelbaoum joined Dighton Group, an investment management company, in May 2001 where he remains employed as a risk manager, trading system developer and back office manager. From August 2008 through July 2009, he was registered as an AP and approved as Principal of Dighton Capital USA, a registered CTA and Commodity Pool Operator, where he acted as a risk manager and assisted with back office operations such as accounting, updating databases and bill processing. Mr. Teitelbaoum became approved as a Principal of another registered CTA, GT Consulting, Inc. doing business as GT Capital, on May 8, 2009, where he also became registered as an AP on May 12, 2009 and acts as the company’s trading principal.

There have been no material civil, administrative, or criminal proceedings pending, on appeal or

concluded against Dighton Capital CTA Limited or its Principals in the past five years which require disclosure pursuant to CFTC Regulation 4.34(k).

The past performance of the Dighton Trading Program is found on page 9. Please note that the Advisor’s trading principal, Mr. Moiseyev, has previously directed customer accounts pursuant to the program as an exempt CTA and as the trading principal of Dighton Capital USA. The performance of these accounts is included with the past performance results on page 9. Dighton Capital CTA Limited may, on occasion, trade commodities for its own account. The Principals of Dighton Capital CTA Limited may also trade for their individual accounts. Due to the proprietary nature of such trades, the trading by the Advisor and its Principals will not be made available for inspection.


THE TRADING PROGRAM

THE DIGHTON TRADING PROGRAM The Dighton Trading Program (formerly known as the Swiss Futures Trading Program) is a

combination of systematic, technical chart analysis for the markets, the interpretation and analysis of economic and other fundamental data and use of discretion based on the experience of the Advisor.

The Advisor will trade most of the liquid US future markets like currencies, stock indices

(especially Mini S&P), bonds and notes, energy, corn, grains and other commodities such as cotton. The Advisor does not initially plan to trade foreign futures or options contracts but reserves the right to do so at a later date. The Advisor reserves the right to trading in any futures market.

The Advisor analyses thoroughly the charts of these markets every week and monitors them then

during the week. Chart analysis techniques include (but are not limited to) wave analysis (Elliot Wave), W.D. Gann principles (angles), Fibonacci retracements, Time cycles, Volume, Trix Indicator, divergences, and pattern analysis.

In general, the Advisor tries to locate points where to buy in markets that have fallen and where

to sell in markets that have risen. By this the Advisor is trying to buy when prices are low and to sell when prices are high. This approach is trend anticipating but not really counter trend. When a position is established the Advisor attempts to let the profits run and attempts to exit when the market gets to a point where a reversal in the trend could be expected.

The Advisor has discretion in which market they want to establish a position. The fact that the

Advisor is monitoring many different markets does not mean that positions are always held in different markets resulting in diversification. It is possible that the Advisor will invest only in one market where the Advisor sees the highest reward potential. Often the Advisor will establish positions at different times and price levels in one single market. The Advisor in general is looking at extreme points where the Advisor believes the market will turn. As these extreme points are only reached in about 30 percent of the time, the Advisor establishes a part of the position at an earlier moment. If the market reaches the extreme point the Advisor will establish then the full position. As a result of this, the overall outcome of a position could benefit if the market initially moves against the smaller position because such an adverse market movement could result in the full position being held.

Although the program is sometimes discretionary the trading does have a systematic component

in it. The program has a set of rules which apply, but they are not implemented like a model and could be overruled at any time at the discretion of the Advisor. But in general, this set of rules rejects a majority of trades and this explains why often the Advisor is only invested in one or two markets. The Advisor uses money and risk management. For example, if the market goes to some extent against an existing position, the Advisor will attempt to limit losses. The Advisor does not use fixed or predetermined stop losses (i.e., place a stop order based on a percentage of capital); rather, the Advisor determine when a position has to be exited based on the Advisor’s review and analysis of technically data. The Advisor closely examines time frames in which profits may be made in order to determine whether positions are to be maintained or exited. While the Advisor intends to adhere to these risk management techniques, there can be no guarantee that these techniques will be successful. Accordingly, no representation is being made that the trading in Clients’ accounts will be profitable, or will not result in losses. The Advisor may trade accounts with larger equity balances differently than smaller accounts. Although larger accounts will be traded pursuant to the underlying strategy described above, a greater


number of trades may be placed in such accounts which could result in different performance results than those disclosed below.

The Program utilized by the Advisor is proprietary and confidential. The foregoing description therefore is general by necessity and is not intended to be exhaustive.

PAST PERFORMANCE

The past performance of the Dighton Trading Program (formerly known as the Swiss Futures

Trading Program) is found on page 9. Please note that Mr. Moiseyev has previously directed customer accounts as an exempt CTA and as the trading principal of Dighton Capital USA.

The performance through August of 2006 is the performance of Mr. Moiseyev trading as an

exempt CTA. During this time, Mr. Moiseyev only traded accounts for non-U.S citizens and operated as a foreign entity, and therefore was not required to register under the Commodity Exchange Act. The performance from September of 2006 through December of 2008 is the performance of Dighton Capital USA. Mr. Moiseyev was Dighton Capital USA’s sole trading principal during this time. All accounts in the capsule were traded using the same methodology described in this document (the Dighton Trading Program (formerly known as the Swiss Futures Trading Program)). The accounts in the composite were charged actual fees in accordance with the fee structures set forth in this document.


PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS TRADING PERFORMANCE INFORMATION OF

Dighton Capital CTA Ltd. Capsule Performance Summary

Period 1/01/06 to 12/31/10 Name of Trader: Dighton Capital CTA Ltd. Trading Program: Dighton Trading Program Inception of Trading Pursuant to This Program: 7/1/2003 Inception of Trading for Clients: 7/1/2003 Inception of Trading by Dighton Capital CTA Limited 1/01/2009 Actual Funding Level of Accounts – This Program: $6,312,000 Actual Funding Level of Accounts – All Programs: $6,312,000 Nominal Funding Level of Accounts – This Program: $9,997,500 Nominal Funding Level of Accounts – All Programs: $9,997,500 No. of open Accounts: 57 No. of profitable accounts that have opened and closed: 133 Range of Returns Experienced by Profitable Accounts: 0.55% to 459.18% No. of unprofitable accounts that have opened and closed: 121 Range of Returns Experienced by Losing Accounts: -0.64% to -49.78% Largest monthly draw-down: -33.56%, April 2007 Worst peak-to-valley draw-down: -37.69%, November 2008 to

March 2009

MONTHLY AND ANNUAL RATES OF RETURN

Month 2010 2009 2008 2007 2006 January 4.11% -25.49% 9.20% 1.34% 1.72%

February 1.55% -0.08% 5.98% 3.79% 3.65% March -1.90% -1.22% -4.24% -5.04% 2.00% April -5.31% 0.64% 7.76% -33.56% 8.50% May -4.30% 8.27% -0.50% 30.39% -3.33% June 24.64% -0.07% 6.75% 12.15% -1.97% July 6.26% -0.07% 0.24% 9.94% 0.61%

August 1.40% 0.43% 0.43% -15.38% 13.93% September 0.19% -2.10% 3.05% 35.47% -5.70%

October -0.07% 0.70% 10.85% -7.23% 4.49% November -0.07% -5.57% 0.72% -4.32% 9.54% December -0.05% 13.68% -15.27% 22.54% 4.17%

Annual Rate of Return 26.19% -14.95% 24.49 % 33.02% 42.51% Notes:

1. Largest Monthly Drawdown is the largest monthly loss experienced by the Trading Program in any calendar month and includes the month and year of such drawdown. 2. Worst Peak-to-Valley Drawdown is the largest cumulative percentage decline in month-end net asset value

in the Trading Program due to losses sustained by the Trading Program during a period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value and includes the time period in which such drawdown occurred.

3. Rate of return is calculated using the “Only Accounts Traded” (“OAT”) method. This method calculates the rate of return by dividing the net performance by the beginning equity, except that accounts that traded only part of the month, or witnessed material additions/withdrawals during the month are excluded from the calculations. Year-to-date rate of return is calculated by taking the ending $1,000 Index minus the previous year’s ending $1000 Index divided by the previous year’s ending $1000 Index.

4. Returns prior to September 2006 represent accounts managed by the trading principal, Alexander Moiseyev. Performance from September of 2006 through December of 2008 is the performance of Dighton Capital USA. Please see pages 7 and 8 for a full description of this matter.


RISK FACTORS

Commodity interest trading is a high risk investment which should be made only after

consultation with independent qualified sources of investment and tax advice. Among the risks involved are the following:

Commodity Trading Is Volatile

A principal risk in commodity interest trading is the traditional volatility (or rapid fluctuation) in

the market prices of commodities. The volatility of commodity trading may cause a Client's account to lose all or a substantial amount of its assets in a short period of time. Prices of commodity interests are affected by a wide variety of complex and hard to predict factors, such as political and economic events, weather and climate conditions and the prevailing psychological characteristics of the marketplace.

Substantial Leverage

Commodity futures contracts are traded on margins which typically range from about 2% to 15%

of the value of the contract. Low margin provides a large amount of leverage, i.e., commodity futures contracts for a large number of units (bushels, pounds, etc.) of a commodity, having a value substantially greater than the margin, may be traded for a relatively small amount of money. Hence a relatively small change in the market price of a commodity can produce a corresponding large profit or loss. If the Advisor invested a substantial portion of the assets of a Client's account in such a situation, a substantial change, up or down, in the value of the account would result. For example, if at the time of purchase 5% of the price of a futures contract is deposited as margin, a 5% decrease in the price of the futures contract would, if the contract were then closed out, result in a total loss of the margin deposit. Brokerage commissions and other expenses also would be incurred and would have to be paid despite the loss. Thus, like other leveraged investments, any trade may result in losses in excess of the amount invested.

Commodity Trading May be Illiquid

It is not always possible to execute a buy or sell order at the desired price, or to close out an open

position due to market conditions and/or price fluctuations. As an example of this latter risk, it should be noted that when the market price of a commodity futures contract reaches its daily price fluctuation limit no trades or only a limited number of trades can be executed. Daily price fluctuation limits are established by the exchanges and approved by the Commodity Futures Trading Commission. The holder of a commodity futures contract may therefore be locked into an adverse price movement for several days or more and lose considerably more than the initial margin paid to establish a position. In certain commodities, the daily price fluctuation limits may apply throughout the life of the contract, and hence the holder of a futures contract who cannot liquidate his position by the end of trading on the last trading day may be required to make or take delivery of the commodity. Another instance of difficult or impossible execution occurs in thinly traded markets or markets which lack sufficient trading liquidity. As a result, no assurance can be given that the Advisor's orders will be executed at or near the desired price.

Trading of Commodity Options Involves Certain Risks

Options on certain futures contracts and options on certain physical commodities have been approved by the CFTC for trading on United States exchanges. Each such option is a right, purchased for a certain price to either buy or sell the underlying futures contract or physical commodity during a certain period of time for a fixed price. The Advisor may engage in the trading of options for the account of a Client.


Although successful options trading requires many of the same skills, as does successful futures contract trading, the risks involved are somewhat different. For example, if the Advisor, on behalf of a participating customer buys an option (either to sell or buy a futures contract or commodity), the customer will be required to pay a "premium" representing the market value of the option. Unless the price of the futures contract or commodity underlying the option changes and it becomes profitable to exercise or offset the option before it expires, the Client may lose the entire amount of the premium. Conversely, if the Advisor, on behalf of a Client, sells an option (either to sell or buy a futures contract or commodity), the Client will be credited with the premium but will have to deposit margin with the customer's Futures Commission Merchant (“FCM”) due to the customer's contingent liability to deliver or accept the futures contract or commodity underlying the option in the event the option is exercised. Traders who sell options are subject to the entire loss which occurs in the underlying futures contract or commodity (less any premium received), as a result, such losses may be unlimited. The ability to trade in or exercise options may be restricted in the event that trading in the underlying futures contract or commodity becomes restricted. Such trading may involve additional risks because the Advisor has limited experience trading commodity options.

Clients Personally Liable for

Losses in Their Accounts In a managed account, as opposed to a limited liability investment such as a commodity pool, a

Client's liability for losses in the account is a direct personal liability of the Client. A Client's potential loss is by no means limited to the amount of assets which he commits to the account. For example, in a market in which the Advisor is unable to liquidate positions, Clients could lose well in excess of the maximum they had thought they were risking in their futures trading.

Concentration of Positions

The Advisor may concentrate its trading in certain types of commodity interests. Consequently, a

Client may not maintain a variety of diverse positions. Concentration of trading in certain types of commodity interests may subject the account's performance to relatively greater volatility than if the account was more diversified.

Reliance on Trading Method

Employed by Advisor The Advisor primarily bases its trading decisions on "technical" factors, such as

past price fluctuations of the group or type of commodity. See "Trading Program." Technical analysis is based on the theory that the study of the markets themselves provides a

means of anticipating price movements. Consequently, such analysis does not focus on the forces directly affecting the markets. The technical factors that can be evaluated by the Advisor are limited in that they must be quantifiable in order to be processed by the Advisor. Technical trading methods may also be unsuccessful both because the market models employed are not in fact reliable indicators of future price trends and because the markets are from time to time dominated by fundamental factors. Any factor which may lessen major price trends (such as governmental controls affecting the markets) may reduce the prospect for future trading profitability. Any factor which would make it difficult to execute trades, such as reduced liquidity or extreme market developments resulting in limit moves, could also be detrimental to profits.

In short, no assurance can be given that the Advisor's trading techniques and strategies will be

profitable. The best trading strategy will not be profitable if there are no fundamental or technical indicators of the kind it seeks to follow.


Contracts on Foreign Exchanges The Advisor may engage in the trading of contracts on foreign exchanges. Investors should note

that foreign exchanges are not regulated by the Commodity Futures Trading Commission or any other government agency of the United States and, thus, such trading may involve risks not applicable to trading on United States exchanges. In addition, contracts traded on foreign exchanges are typically denominated in the local currency, which introduces an additional price variable not applicable to contracts traded on domestic exchanges. Therefore, unless an account hedges itself against fluctuations in exchange rates between the U.S. dollar and the currencies in which trading is done on such foreign exchanges, any profits which an account might realize in such trading could be eliminated by adverse changes in exchange rates or an account could incur losses as a result of any such changes. Some foreign exchanges, in contrast to exchanges in the United States, are "principals' markets" similar to the forward markets, in which responsibility for performance is only that of the individual member with whom a Advisor has entered into a transaction, and not of an exchange or exchange clearing house. Because some foreign exchanges generally lack a clearing house system such as that utilized by exchanges in the United States, market disruptions may be more likely to occur on foreign exchanges.

Counterparty Credit Risk

The Advisor may trade a Client account in the over-the-counter foreign exchange and financial

instrument markets. These markets do not have the safeguard mechanisms of a clearing organization which, in effect, guarantee every exchange-traded instrument. In contrast to exchange-traded futures contracts, over-the-counter instruments rely on the dealer or counterparty being contracted with to fulfill its contract. Failure by a counterparty to fulfill its contractual obligations could expose the Client to unanticipated losses.

The Futures Broker Could Fail

The Commodity Exchange Act generally requires a futures broker to segregate all funds received from customers from such broker’s proprietary assets. If the broker fails to do so, a Client’s assets might not be fully protected in the event of the bankruptcy of the futures broker. Furthermore, even if Client funds are properly segregated, in the event of the futures broker’s bankruptcy, you could lose the entire amount, or be limited to recovering only a pro rata share, of all available funds segregated on behalf of the futures broker’s combined customer accounts, even though certain property specifically traceable to you (for example, Treasury bills deposited with the futures broker as margin) was held by the futures broker. Furthermore, a Client may lose all its assets due to the failure of another Client of the futures broker.

Over the Counter Transactions

The Advisor may engage in over-the-counter transactions (“OTC Transactions”), such as swaps and forward contracts. OTC Transactions are not traded on exchanges. Rather, banks and dealers act as principals in such markets. Therefore, investors in OTC Transactions are not afforded the regulatory protections of such exchanges or the Commodity Futures Trading Commission. Neither the CFTC nor any banking authority regulates trading in OTC Transactions, and foreign banks may not be regulated by any United States governmental agency. There are no limitations on the daily price movements of OTC Transactions. In addition, speculative position limits are not applicable to OTC Transactions. The principals who deal in these markets are not required to continue to make markets. There have been periods during which certain participants in OTC Transactions have refused to quote prices or have quoted prices with an unusually wide spread between the price at which they are prepared to buy and the price at which they are prepared to sell. The largely unregulated market for such over-the-counter derivatives such as swaps, forward contracts and over-the-counter options has recently come under intense scrutiny by the United States Congress, the Securities and Exchange Commission and the Commodity Futures Trading Commission. It is possible that the United States government could enact


laws that would regulate the use of these products. They could, however, have the effect of making the execution of these transactions more or prohibitively expensive. Finally, dealers in forward and option contracts are not regulated by the Commodity Exchange Act and are not obligated to segregate customer assets. As a result, you do not have such basic protection for transactions made in forward and options contracts as those made in commodity futures and options markets.

Commencement of Trading

An account managed by the Advisor will encounter a start-up period during which it will incur

certain risks relating to the initial investment of its assets. An account may commence trading operations at an unpropitious time, such as shortly before a period during which markets have few or no price trends. Moreover, the level of diversification may be lower during the start-up period than in later periods characterized by the commitment of a greater percentage of assets to trading in certain commodity interests. No assurance can be given that the approach which the Advisor chooses to adopt as a means of moving toward full portfolio commitment will be successful or will not result in substantial losses which might have been avoided by other means of initiating such trading in commodity interests.

Large Account Trading Variation

The Advisor may trade accounts with larger equity balances differently than smaller accounts.

Although larger accounts will be traded pursuant to the trading strategy described in this Disclosure Document, a greater number of trades may be placed in such accounts which could result in different performance results than those disclosed herein. As a result, gains and losses in larger accounts will be greater than those accounts trading at lower equity levels.

Substantial Fees and Expenses

Clients will be subject to substantial brokerage commissions and other transaction costs as well as

management and incentive fees. Accordingly, a Client’s account will have to earn substantial trading profits to avoid depletion of the Client’s funds due to such commissions, costs, and fees.

The Client, and not the Advisor, is directly responsible for paying to the Client's futures broker

or, as appropriate, all margins, option premiums, brokerage commissions and fees, and other transaction costs and expenses incurred in connection with transactions effected for the Client's account by the Advisor. The Advisor considers the interests of its Clients paramount and manages all accounts to further the interests of Clients. Nevertheless, no assurance can be given by the Advisor as to any minimum or maximum number of transactions which will be entered into for a Client's account during any period for which the account is managed by the Advisor.

Tax Liability

Clients should satisfy themselves as to the income tax and other tax consequences of an

investment in a managed account program with specific reference to their own tax situation by obtaining advice from their own tax counsel before participating in a managed account program.

Electronic Trading

The Advisor may place trades on the various electronic trading platforms offered by the

exchanges. In the event that there is a failure or disruption of these platforms, it may be difficult for the Advisor to exit existing positions held by Clients, or otherwise limit risk or losses to Clients.


Day Trading The Advisor may actively trade the Clients’ accounts, and the Advisor may engage in “day-

trading,” which involves initiating and exiting a position on the same trading day. In addition, several positions may be initiated and exited on the same trading day. Because Clients will be charged brokerage commissions each time a trade is placed, Clients may incur substantial brokerage commissions.

Position Trading

The Advisor will position trade Clients’ accounts, which involves holding positions overnight.

Positions held overnight may be more vulnerable to risk of loss in the event of that a market-moving event occurs when the markets are closed, or when less liquid electronically traded markets are open. If this occurs, it may be impossible to liquidate positions, which may subject Clients to substantial losses.

Dependence on the Key Personnel

The Advisor’s success is largely dependent, if not exclusively, on the skill and investment

acumen of Mr. Moiseyev, the Advisor’s Trading Principal. If Mr. Moiseyev were to die, become incompetent or disabled (i.e., unable, by reason of disease, illness or injury, to perform his functions with respect to the Advisor), or otherwise cease to be involved in the affairs of the Advisor, the Advisor’s ability to select attractive investments and manage Clients’ account would be severely impaired.

Trading Disruptions Following the terrorist attacks of September 11, 2001, the United States financial markets were

closed for several days. In addition, once they were reopened, these markets experienced extreme volatility and a lack of liquidity. There can be no assurance that world events will not cause severe market disruptions in the future. If such market disruptions were to occur again, Clients’ performance could be adversely affected due to the fact that Clients’ assets will be invested in these markets. For instance, the Advisor’s ability to liquidate a position in order to limit losses could be hindered.

THE FOREGOING LIST OF RISK FACTORS DOES NOT PURPORT TO BE A COMPLETE

EXPLANATION OF THE RISKS INVOLVED IN COMMODITY TRADING. POTENTIAL INVESTORS SHOULD READ THE ENTIRE DISCLOSURE DOCUMENT AND CONSULT WITH THEIR OWN FINANCIAL AND TAX ADVISORS BEFORE DECIDING TO INVEST.

CONFLICTS OF INTEREST

An investment in an account managed by the Advisor involves risks due in part to certain

inherent or potential conflicts of interests. Among such conflicts are the following:

Proprietary Trading of the Advisor The Advisor and its Principals may trade, or will continue to trade, for their own proprietary

accounts; such trading may be extensive. There is a conflict of interest between their interest in trading Client accounts in order to maximize trading profits for Clients and their interest in trading the proprietary accounts in order to maximize trading profits for such accounts. A potential conflict of interest may occur when the Advisor and its Principals, as a result of a neutral allocation system, testing a new trading system, trading their proprietary accounts more aggressively or any other actions that would not constitute a violation of fiduciary duties, take positions in the proprietary accounts which are opposite, or ahead of, the positions taken for a Client. The advisor may also participate in block orders and it may be possible for the Advisor to receive a partial fill on such orders.


Management of Other Accounts by the

Advisor and its Principals The Advisor and its Principals may advise other commodity trading accounts, including

commodity pools. These accounts may be traded according to the same trading method described herein. Positions held by all Client accounts, as well as the proprietary accounts of the Advisor and its Principals, will be aggregated for the purpose of applying the speculative position limits. If these limits were approached or reached by trading directed by the Advisor and its Principals for their proprietary accounts or other Client accounts, an account might be unable to enter or hold certain positions. Such other accounts managed by the Advisor could also compete with an account for the execution of the same trades. Because of the price volatility, variations in liquidity from time to time, and differences in order execution, it is impossible for the Advisor to obtain identical trade executions for all its Clients. In addition, certain Clients of the Advisor may pay fees to the Advisor, which are higher than that which the Advisor will receive from other Clients. As a result, the Advisor will have a conflict of interest between its interest in treating all Client accounts alike and its interest in favoring certain Clients over others because such Clients may pay more in fees to the Advisor. In rendering trading advice to a Client, the Advisor and its Principals will not knowingly or deliberately favor any other account over the account of a Client. No assurance is given that the performance of all accounts managed by the Advisor and its Principals will be identical or even similar.

Interest on Customer Funds

The Advisor may receive a portion of the interest earned Clients’ accounts. As such, a conflict

of interest exists insofar as Dighton receives a direct financial benefit derived from the amount of funds maintained a Client’s account.

Incentive Based Compensation In addition, a conflict of interest exists insofar as the Advisor is compensated on an incentive fee

basis, which may increase the likelihood that the Advisor may engage in trading which is riskier than that which is described in the trading program. However, the Advisor has no intention of engaging in trading in any manner not consistent with the program described herein.

FEES OF THE ADVISOR

The Client will pay the Advisor an incentive fee of 33% (paid quarterly) based on Trading Profits (as defined below). The Client will also pay a quarterly management fee of .5% (2% annually). The Advisor may also pay a portion the incentive and management fees to FCMs in exchange for their promotion of Dighton’s services. In addition, the Client will pay a quarterly accounting fee of $60. These fees are negotiable and may vary depending upon factors such as account size. The Advisor may receive a portion of the interest earned Clients’ accounts. The Advisor will not receive a portion of brokerage commissions on any account. Trading Profits for purposes of calculating the Advisor's incentive fees during a period shall mean the cumulative profits (over and above the aggregate of previous period profits as of the end of any period) during the period (after deduction for brokerage fees paid and the Advisor's management fee but before deducting the Advisor's incentive fees payable). Trading Profits shall include both realized and unrealized profits. Trading Profits shall include interest received by the Client on its assets (either interest earned by T-Bills held in the Clients’ accounts or interest earned on funds in the Client’s carrying broker account which are in excess of the applicable margin requirements). If Trading Profits for a period are negative, it shall constitute a "Carryforward Loss" for the beginning of the next period. To the extent any


funds are withdrawn from a Client's account, any loss attributed to those funds shall be deducted from the Carryforward Loss. No incentive fees shall be payable until future Trading Profits for the ensuing periods exceed the Carryforward Loss. The Advisor will charge a management fee, which will be paid quarterly, based on Account Equity as of the end of business on the last day of each quarter. Account equity shall mean an account's total assets, including all cash and cash equivalents, accrued interest and the market value of all open positions maintained in the account, plus any amount the Client has informed the Advisor of that has been committed to trading in the account, less total liabilities of the account except the management and incentive fees payable to the Advisor, and shall be determined in accordance with generally accepted accounting principles, consistently applied. Any additions or withdrawals during the quarter will be pro-rated and charged the appropriate management fee. All management fees will be based on the appropriate “nominal” account size, which is the designated account size for trading purposes and may include funds other than those held in the trading account. For example, if the account is leveraged 2 to 1, and a 4% management fee is charged, the effective rate on actual funds deposited is 8%. The Advisor will charge an accounting fee of $60 per quarter. Management, incentive and accounting fees accrue monthly and are billed quarterly. Fees which have been paid will not be returned in the event of losses in subsequent periods. All fees will be deducted directly from a Client's account with its FCM.

BROKERAGE ARRANGEMENTS

Clients are free to choose their own FCM. Clients are also free to choose the IB of their choice provided that IB will agree to charge commissions pursuant to the options listed below. Each IB will charge either a round turn commission up to (a) $30.00 inclusive of all trading fees and commissions, or in the alternative (b) 0.37% of ending monthly net asset value plus a $10.00 round turn commission inclusive of all trading fees and commissions. These fee structures will be independently negotiated between the IB and the Client. Furthermore, Dighton will not use the election of commission structure as a criteria to evaluate a Client’s choice of an IB. Dighton will not allow a Client to do business with an IB that charges a commission outside of this range. In addition to the regular commission rates, accounts held at any FCM may also be charged “give-ups”, desk fees, or other order execution fees which are paid to brokers for the execution of the customer’s order. The range of fees for such services may be between $1 and $3 per round-turn. Additionally, each account will be assessed a $60.00 quarterly accounting fee.

NOTIONALLY FUNDED ACCOUNTS DISCLOSURE

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 advisor’s 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 advisor’s program. You are reminded that the account size you have agreed to in writing (the “nominal” or “notional” account size) is not the maximum possible loss that your account may experience. You should consult the account statements received from your FCM 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; and (3) the conversion chart below may be used to convert actual rates of return (“RORs”) to the

corresponding RORs for particular funding levels.

Rate of Return

100% funded

75%funded

50%funded

25% funded

-20% -20% -30% -40% -80% -10% -10% -15% -20% -40% -5% -5% -7.5% -10% -20% 0% 0% 0% 0% 0% 5% 5% 7.5% 10% 20%

10% 10% 15% 20% 40% 20% 20% 30% 40% 80%

Additions or withdrawals will materially affect RORs of notionally funded accounts. This is

because the Advisor will continue to trade the account at the agreed trading level without taking into consideration additions or withdrawals, and thus any additions or withdrawals of actual funds will not result in a corresponding proportional increase or decrease in the nominal funding of an account. For example, assume that a Client opens an account with an actual funding level of $100,000, and instructs the Advisor to trade the account at a nominal level of $200,000. If the Client withdraws $50,000 of actual funds from the account, the Advisor will continue to trade the account at a nominal level of $200,000. Before the withdrawal, the account would be traded at a 50% funding level, but after the withdrawal the account would be traded at a 25% funding level. If the trading program were to experience a -5% rate of return, then if that performance occurred before the withdrawal the actual performance would be -10% return but if that performance occurred after the withdrawal the actual performance would be -20%.

It is not anticipated that changes in account equity attributable to trading profits and losses will

materially affect RORs of notionally funded accounts. This is because any trading profits and losses in actual funds will result in a corresponding proportional increase or decrease in the nominal funding of an account. For example, assuming that a Client opens an account with an actual funding level of $100,000 and instructs the Advisor to trade the account at a nominal level of $200,000, if a Client’s account achieves actual trading profits of $100,000 resulting in an actual funding level of $200,000, the Advisor will trade the account at nominal level of $400,000. Further, if Client’s account sustains actual trading losses of $50,000 resulting in an actual funding level of $50,000, the Advisor will trade the account at nominal level of $100,000. However, the RORs experienced by the account would be the same following the losses because the proportion of actual to notional funding will remain the same.

Please note that the increased leverage resulting from notional funding may lead to more frequent

and larger margin calls in the event of a draw-down in an account.


OPENING AN ACCOUNT

Each Client must read, sign and return to the Advisor the Advisor's Commodity Advisory

Agreement and the Fee Payment Authorization. The Client may also sign and return to the Advisor the Arbitration Agreement, although the client is not required to sign such agreement in order to retain the services of the Advisor. The Client must complete the standard package of customer account agreements of its commodity broker.

The minimum initial investment for an account managed by the Advisor is recommended to be at

least $100,000, although the Advisor may, in certain circumstances, agree to manage a smaller amount. The Advisor strongly recommends that its Clients view a managed futures trading program as a long term investment and, accordingly, should not withdraw capital for at least one year. It should also be noted that due to the positions held and the markets traded by the Advisor, it may take up to 24-48 hours for all of the Client’s positions to be liquidated after the Advisor has been instructed, in writing, to close the account.

_______________________________________________________________________________________ Dighton Capital CTA Limited A-1

EXHIBIT A

RECEIPT OF COMMODITY TRADING ADVISOR DISCLOSURE DOCUMENT FOR



(Telephone) (877) 973-2282

The undersigned hereby acknowledges receipt of the Disclosure Document Dated March 25, 2011.

_____________________________________________________ SIGNATURE OF CLIENT DATE _____________________________________________________ SIGNATURE OF CLIENT DATE _____________________________________________________ (PLEASE PRINT NAME) _____________________________________________________ (PLEASE PRINT NAME)

__________________________________________________________________________________________ Dighton Capital CTA Limited B-1

EXHIBIT B Dighton Capital CTA Limited

P.O Box 884 Grand Cayman KY1-1104

Cayman Islands (Telephone) (877) 973-2282

ADVISORY AGREEMENT THIS AGREEMENT FOR ADVISORY SERVICES is made and entered into this_____day of ________________, 20___, by and between Dighton Capital CTA Limited, hereinafter referred to as the "Advisor" and , hereinafter referred to as the "Client." THIS AGREEMENT IS ENTERED INTO BASED UPON THE FOLLOWING REPRESENTATIONS: The Client represents that he has speculative capital for the principal purpose of investing in futures and options on futures contracts (“Commodity Interests”) and has been informed and is fully cognizant of the possible high risks associated with such investments. IT IS MUTUALLY AGREED THAT: 1. The Client shall deposit with a Futures Commission Merchant ("FCM"), hereinafter called the "Broker," funds and/or securities in the amount of $ _______________. 2. The Advisor, as compensation for advisory services, charges a quarterly management fee of 0.25% (2% annually) based on Account Equity and a quarterly incentive fee of 33% based on Trading Profits as of the quarter’s ended. The Advisor will charge an accounting fee of $60 per quarter. QUARTERLY MANAGEMENT FEE IS EQUAL TO 0.25% (2% annually) OF THE ACCOUNT EQUITY (as defined). The Advisor will charge a management fee, which will be paid quarterly, based on Account Equity as of the end of business on the last day of each quarter. Account equity shall mean an account's total assets, including all cash and cash equivalents, accrued interest and the market value of all open positions maintained in the account, plus any amount the Client has informed the Advisor of that has been committed to trading in the account, less total liabilities of the account except the management and incentive fees payable to the Advisor, and shall be determined in accordance with generally accepted accounting principles, consistently applied. Any additions or withdrawals during the quarter will be pro-rated and charged the appropriate management fee. All management fees will be based on the appropriate “nominal” account, which is the designated account size for trading purposes and may include funds other than those held in the trading account. For example, if the account is leveraged on a two to one basis, and a 4% management fee is charged, the effective rate on actual funds deposited is 8%. QUARTERLY INCENTIVE FEE IS EQUAL TO 33% OF THE ACCOUNT'S QUARTERLY TRADING PROFITS (as defined). The Advisor will receive a quarterly incentive fee based on Trading Profits. Trading Profits for purposes of calculating the Advisor's incentive fees during a period shall mean the cumulative profits (over and above the aggregate of previous period profits as of the end of any period) during the period (after deduction for brokerage fees paid and the Advisor's management fee but before deducting the Trading Advisor's incentive fees payable). Trading Profits shall include both realized and unrealized profits. Trading Profits shall include interest received


by the Client on its assets (either interest earned by T-Bills held in the Client’s accounts or interest earned on funds in the clients carrying broker account which are in excess of the applicable margin requirements). If Trading Profits for a period are negative, it shall constitute a "Carryforward Loss" for the beginning of the next period. To the extent any funds are withdrawn from a Client's account, any loss attributed to those funds shall be deducted from the Carryforward Loss. No incentive fees shall be payable until future Trading Profits for the ensuing periods exceed the Carryforward Loss. Management, incentive and accounting fees accrue monthly and are billed quarterly. All fees will be billed by the Advisor with the billing sent directly to the Broker to be paid out of the Client's account. The Advisor reserves the right to share any portion of these fees with third parties in accordance with regulatory and industry standards. 3. The Advisor will trade Commodity Interests and will have the exclusive authority to issue all necessary instructions to the Broker. All such transactions shall be for the account and risk of the Client. 4. The Advisor will seek capital appreciation in the Client's account by trading speculatively in Commodity Interests. 5. This Agreement shall remain in effect until terminated by the receipt of written notice of either party to the other. The Advisor or Client may terminate this Agreement for any reason upon such notice. Upon termination of this agreement, the open positions and subsequent management of the Account shall be the sole responsibility of the Client. 6. The Advisor's recommendations and authorizations shall be for the Account and risk of the Client. The Advisor makes no guarantee that any of its services will result in a profit to the Client. The Client has discussed the risks of the Commodity Interests trading with the Broker and understands those risks. The Client assumes the responsibility of losses that may be incurred. 7. The Client agrees to execute a "Limited Trading Authorization & Power of Attorney" with his broker authorizing the Advisor to enter orders for Commodity Interests for the Client's Account. 8. The Client agrees to authorize payments from the Client's Account to the Advisor in compensation for services as set forth in this agreement. 9. The Client acknowledges that he has read a copy of the Advisor's most current Disclosure Document, including the Risk Disclosure Statement. The Advisor makes no guarantee that any of its services will result in a gain for the Client. The Advisor will not be liable to the 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 Commodity Interests. 10. In the event that any provisions of this Agreement are invalid for any reason whatsoever, all other conditions and provisions of the Agreement shall, nevertheless, remain in full force and effect. 11. By depositing funds with the Broker, the Client acknowledges and accepts the propriety of the Advisor's trading program and his suitability to bear the economic risk of loss in commodity trading in Commodity Interests. 12. Special Disclosure for Notionally-Funded accounts: 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


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 advisor's program. 13. The client should be aware that additions, withdrawals, and net performance may change the notional amount in the clients account, but the nominal account size will not change unless agreed upon in writing by the customer. Additionally, for an account that is 50% funded, the accounts margin-to-equity ratio, which would normally average 30%, would be equivalent to a 60% margin-to equity ratio. Notional equity also creates additional leverage in an account relative to the cash in such account. This additional leverage results in proportionately greater risk of loss. While the possibility of losing all of the cash in an account is present in all accounts, accounts that contain notional equity have a proportionately greater risk of loss. You are reminded that the account size you have agreed to in writing ("the nominal" or "notional" account size.) is not the maximum possible loss that your account may experience. You should consult the account statements received from your futures commission 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 large margin calls.

3. The conversion chart found in Appendix I on the following page may be used to convert the

Rate Of Return (“ROR”) in the capsule to corresponding RORs for particular partial funding levels.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. _______________________________ Account Name _______________________________ _______________________________ _____________ Client’s Signature Print Name and Title Date _______________________________ _______________________________ _____________ Client’s Signature Print Name and Title Date Note: If a joint account or general partnership, all persons must sign. If this is a limited partnership account, the general or managing partner(s) must sign.


Appendix I

CONVERSION CHART FOR CAPSULE ACTUAL FUNDING AT:

ROR 100% 80% 60% 40% 20% 10% 30% 30% 37.50% 50% 75.00% 150% 300% 25% 25% 31.25% 41.67% 62.50% 125% 250% 20% 20% 25.00% 33.33% 50.00% 100% 200% 15% 15% 18.75% 25.00% 37.50% 75% 150% 10% 10% 12.50% 16.67% 25.00% 50% 100% 5% 5% 6.25% 8.33% 12.50% 25% 50% 0% 0% 0% 0% 0% 0% 0% -5% -5% -6.25% -8.33% -12.50% -25% -50% -10% -10% -12.50% -16.67% -25.00% -50% -100% -20% -20% -25% -33.33% -50.00% -100% -200% -30% -30% -37.50% -50.00% -75.00% -150% -300%

___________________________________________________________________________________ Dighton Capital CTA Limited C-1

EXHIBIT C



(Telephone) (877) 973-2282

FEE PAYMENT AUTHORIZATION TO: . (BROKERAGE FIRM) Gentlemen: Subject to the provisions of the Advisory Agreement of Dighton Capital CTA Limited (the "Advisor"), which the undersigned has executed, you are hereby authorized to deduct and remit directly to the Advisor such advisory fees agreed herein as the Advisor requests. The Advisor will inform you of the exact amounts due on the agreed-upon payment dates. The undersigned acknowledges and agrees that the Advisor is solely responsible for the computation of Fees and authorizes you to rely on remittance instructions submitted by the Advisor completely without regard to amount. This authorization will continue in effect until you have received written notice from the client terminating it. Such notice will be mailed or delivered to the Advisor and to the account executive handling this account. _______________________________ Account Name _______________________________ _______________________________ _____________ Client’s Signature Print Name and Title Date _______________________________ _______________________________ _____________ Client’s Signature Print Name and Title Date Note: If a joint account or general partnership, all persons must sign. If this is a limited partnership account, the general or managing partner(s) must sign.

__________________________________________________________________________________________ Dighton Capital CTA Limited D-1

EXHIBIT D



(Telephone) (877) 973-2282

LIMITED TRADING AUTHORIZATION AND POWER OF ATTORNEY To: (Brokerage Firm) ________________________: The undersigned hereby authorizes Dighton Capital CTA Limited, a Commodity Trading Advisor (“Advisor”), as his agent and attorney-in-fact to buy and sell (including “short” sales) commodity futures on margin and options thereon or otherwise for the undersigned’s account and risk including the purchase and sale of U.S. Treasury Bills and investments in money market funds accounts. The undersigned hereby agrees to indemnify and hold the brokerage firm harmless from all loss, cost, indebtedness and liabilities arising therefrom. In all such purchases and sales you are authorized to follow the instructions of the aforesaid agent in every respect concerning the undersigned’s account with you; and except as herein otherwise provided, the Advisor is authorized to act for the undersigned in the same manner and with the same force and effect as the undersigned might or could do with respect to such purchases and sales as well as with respect to all other things necessary or incidental thereto, except that the Advisor is not authorized to withdraw any money, securities, or other property either in the name of the undersigned or otherwise other than in conjunction with payment of fees owed to the Advisor. The undersigned hereby ratifies and confirms any and all transactions with you heretofore or hereafter made by the aforesaid agent on behalf of or for the account of the undersigned. This authorization and indemnity is in addition to (and in no way limits or restricts) any rights which you may have under any other agreement to agreements between you and the undersigned. This authorization and indemnity is a continuing one and shall remain in full force and effect until revoked by the undersigned by a written notice addressed to you and delivered to you at the above address, but such revocation shall not affect any liability in any way resulting from transactions initiated prior to such revocation. This authorization and indemnity shall inure to your benefit and that of your successors and assigns. _______________________________ Account Name _______________________________ _______________________________ _____________ Client’s Signature Print Name and Title Date _______________________________ _______________________________ _____________ Client’s Signature Print Name and Title Date Note: If a joint account or general partnership, all persons must sign. If this is a limited partnership account, the general or managing partner(s) must sign.

__________________________________________________________________________________________ Dighton Capital CTA Limited E-1

EXHIBIT E


P.O Box 884 Grand Cayman KY1-1104

Cayman Islands (Telephone) (877) 973-2282

CLIENT INFORMATION National Futures Association Compliance Rule 2-30 requires commodity trading advisors to request information about each individual client’s occupation, estimated annual income, net worth and previous investment experience before opening a managed futures account. If the account is opened by someone other than an individual (example, corporation), this information is not required to be completed. Type of Account: Individual _________ Corporate _______________ Joint ______________ Other __________________ Client’s Full Name: ___________________________________________ Client’s Address: ___________________________________________ ___________________________________________ Telephone # ___________________________________________ Client’s Principal Occupation or Business: _________________________ Client’s Age: _______________________ Client’s Estimated Annual Income: _______________________________ Client’s Net Worth: _________________ (the excess of assets over liabilities, exclusive of home, furnishings and automobiles) Number of Dependents: ______________ Investment Experience: Stocks/Bonds: Yes No # of Years _____________ Mutual Funds: Yes No # of Years _____________ Options: Yes No # of Years _____________ Commodities: Yes No # of Years _____________ Commodity Pools: Yes No # of Years _____________

__________________________________________________________________________________________ Dighton Capital CTA Limited E-2

_______________________________ Account Name _______________________________ _______________________________ _____________ Client’s Signature Print Name and Title Date _______________________________ _______________________________ _____________ Client’s Signature Print Name and Title Date Note: If a joint account or general partnership, all persons must sign. If this is a limited partnership account, the general or managing partner(s) must sign.

__________________________________________________________________________________________ Dighton Capital CTA Limited F-1

EXHIBIT F



(Telephone) (877) 973-2282

LETTER OF COMMITMENT

The undersigned, __________________________________, hereby acknowledges that they have committed money, securities or other tangible property ("Funds") in the total amount of $_______________________, to a managed account trading program directed by Dighton Capital CTA Limited, a registered Commodity Trading Advisor. Of this amount, $______________ has been placed in a regulated commodity account (#________________) with _______________________, a registered futures commission merchant (the “FCM”) as an initial deposit.

The difference between the total funds committed and the value of the equity in the regulated commodity account shall be known as the "balance of funds". The balance of funds is being/will be held in the following other account(s) held by the FCM (committed only for the managed account program that is directed by Dighton Capital CTA Limited). Account Name Account Number __________________________ _________________________ __________________________ _________________________

The undersigned further acknowledges that this balance of funds will be available at all times for

automatic transfer to the regulated commodity account, by the FCM, until further notice by the undersigned.

The above-named FCM is hereby instructed to provide Dighton Capital CTA Limited, for the duration of the period for which they manage my commodity account with all monthly statements and confirmations for the above-listed accounts for the express purpose of verifying on a periodic basis the total funds committed to Dighton Capital CTA Limited. _______________________________ Account Name _______________________________ _______________________________ _____________ Client’s Signature Print Name and Title Date _______________________________ _______________________________ _____________ Client’s Signature Print Name and Title Date Note: If a joint account or general partnership, all persons must sign. If this is a limited partnership account, the general or managing partner(s) must sign.

__________________________________________________________________________________________ Dighton Capital CTA Limited G-1

EXHIBIT G



(Telephone) (877) 973-2282

NOTIONAL FUNDS LETTER

The undersigned, __________________________________, hereby acknowledges that they have opened an account with Dighton Capital CTA Limited. For the purpose of trading limits and any fee calculations, this account is determined to have a trading level of $_____________________, with $__________________ being deposited with ________________________, a registered futures commission merchant. The balance of the account will be considered “notional” funds.

Any cash additions and withdrawals to the account do not affect the level of the trading account, and are to be considered a change in the amount of notional funds. Any change in the trading level of the account would require a new letter stating the amount of such level.

_______________________________ Account Name _______________________________ _______________________________ _____________ Client’s Signature Print Name and Title Date _______________________________ _______________________________ _____________ Client’s Signature Print Name and Title Date Note: If a joint account or general partnership, all persons must sign. If this is a limited partnership account, the general or managing partner(s) must sign.

__________________________________________________________________________________________ Dighton Capital CTA Limited H-1

EXHIBIT H



(Telephone) (877) 973-2282

ARBITRATION AGREEMENT The undersigned client (“Client”) hereby agrees that any claim or controversy between Client and Dighton Capital CTA Limited or any of its employees, affiliates, or agents, or its or their respective successors or assigns (collectively referred to as “Dighton”) arising directly or indirectly out of, or relating to, the Managed Account Agreement between Client and Dighton (the “Advisory Agreement”) or any of the account opening documentation, including but not limited to the Limited Power of Attorney, Fee Payment Authorization, Letter of Commitment, Notional Funds Letter or in connection with Client’s accounts with Dighton, transactions between Client and Dighton or any other document or agreement now or hereafter existing that relates to Client’s accounts with Dighton, or any breach of any of them or any transactions effected pursuant to them shall, except as provided below, be resolved by binding arbitration before a forum chosen in accordance with the following procedure. At such time as Client notifies Dighton or any of its affiliates that Client intends to submit a claim or controversy to arbitration or at such time as Dighton or any of its affiliates notifies Client that Dighton or any of its affiliates intends to submit a claim or controversy to arbitration, Client shall have the opportunity to choose a forum from a list of three or more qualified forums provided to Client by Dighton within 10 days of notification that a claim or controversy is being submitted for arbitration. If client fails to make a selection of a qualified forum within 45 days or receipt of such list, Dighton shall have the right to select a qualified forum from the list. A “qualified forum” is an organization whose procedures for conducting arbitrations comply with the requirements of United States Commodity Trading Commission (“CFTC”) Regulation Section 166.5. The National Futures Association will be one of the forums offered. Any award rendered by the arbitrators shall be final and binding on and judgment may be entered in any court having jurisdiction. Dighton acknowledges that Dighton or any of its affiliates who is a party to any controversy arbitrated pursuant to this Arbitration Agreement shall be required to pay any incremental fees which may be assessed by a qualified forum for provision of a mixed arbitration panel, unless the arbitrator(s) hearing the controversy shall determine that Client has acted in bad faith in initiating or conducting the arbitration. A “mixed arbitration panel” is an arbitration panel composed of one or more persons, a majority of whom are not members of a contract market or employed by or otherwise associated with a member of a contract market and are not otherwise associated with a contract market. Any hearing held to resolve any claim or controversy between Client and Dighton under this Arbitration Agreement shall take place in Chicago, Illinois. Client agrees that in any arbitration proceeding under this Arbitration Agreement Client shall not claim and shall not be entitled to lost opportunity costs, consequential damages, treble damages, or punitive damages. In any arbitration proceeding where Dighton is deemed to be the prevailing party, Client agrees that Client shall be responsible for the payment of Dighton’s costs incurred in defending Client’s claim, including Dighton’s attorney’s fees. Any award rendered in any arbitration conducted pursuant to this Arbitration Agreement shall be final and binding on and enforceable each and/or all of the parties hereto and their personal representatives in accordance with the substantive law of the State of Illinois, and judgment may be entered on any such award by any court having jurisdiction thereof. THREE FORUMS EXIST FOR THE RESOLUTION OF COMMODITY DISPUTES: CIVIL COURT LITIGATION, REPARATIONS AT THE COMMODITY FUTURES TRADING COMMISSION (CFTC),

__________________________________________________________________________________________ Dighton Capital CTA Limited H-2

AND ARBITRATION CONDUCTED BY A SELF-REGULATORY OR OTHER PRIVATE ORGANIZATION. THE CFTC RECOGNIZES THAT THE OPPORTUNITY TO SETTLE DISPUTES BY ARBITRATION MAY IN SOME CASES PROVIDE MANY BENEFITS TO CUSTOMERS, INCLUDING THE ABILITY TO OBTAIN AN EXPEDITIOUS AND FINAL RESOLUTION OF DISPUTES WITHOUT INCURRING SUBSTANTIAL COSTS. THE CFTC REQUIRES, HOWEVER, THAT EACH CUSTOMER INDIVIDUALLY EXAMINE THE RELATIVE MERITS OF ARBITRATION AND THAT YOUR CONSENT TO THIS ARBITRATION AGREEMENT BE VOLUNTARY. BY SIGNING THIS AGREEMENT, YOU (1) MAY BE WAIVING YOUR RIGHT TO SUE IN A COURT OF LAW; AND (2) ARE AGREEING TO BE BOUND BY ARBITRATION OF ANY CLAIMS OR COUNTERCLAIMS WHICH YOU OR DIGHTON MAY SUBMIT TO ARBITRATION UNDER THIS AGREEMENT. YOU ARE NOT, HOWEVER, WAIVING YOUR RIGHT TO ELECT INSTEAD TO PETITION THE CFTC TO INSTITUTE REPARATIONS PROCEEDINGS UNDER SECTION 14 OF THE COMMODITY EXCHANGE ACT WITH RESPECT TO ANY DISPUTE WHICH MAY BE ARBITRATED PURSUANT TO THIS AGREEMENT. IN THE EVENT A DISPUTE ARISES, YOU WILL BE NOTIFIED IF DIGHTON INTENDS TO SUBMIT THE DISPUTE TO ARBITRATION. IF YOU BELIEVE A VIOLATION OF THE COMMODITY EXCHANGE ACT IS INVOLVED AND IF YOU PREFER TO REQUEST A SECTION 14 “REPARATIONS” PROCEEDING BEFORE THE CFTC, YOU WILL HAVE 45 DAYS FROM THE DATE OF SUCH NOTICE IN WHICH TO MAKE THAT ELECTION. YOU NEED NOT SIGN THIS AGREEMENT TO OPEN AN ACCOUNT WITH DIGHTON. SEE 17 CFR 166.1-166.5. _______________________________ Account Name _______________________________ _______________________________ _____________ Client’s Signature Print Name and Title Date _______________________________ _______________________________ _____________ Client’s Signature Print Name and Title Date Note: If a joint account or general partnership, all persons must sign. If this is a limited partnership account, the general or managing partner(s) must sign.

__________________________________________________________________________________________ Dighton Capital CTA Limited I-1

EXHIBIT I GRAMM-LEACH-BLILEY

CONSUMER PRIVACY NOTIFICATION This notice is being provided to inform you of Dighton Capital CTA Limited’s ("Dighton") consumer privacy policies as required under the Gramm-Leach-Bliley Act. In providing you with financial products and services, Dighton receives nonpublic personal information about you from the following sources: 1. Information we receive from you on Dighton's subscription documents, applications or other forms. 2. Information about your transactions with us, our affiliates, or others. 3. Information we receive from other futures industry participants. In providing you with financial products and services, Dighton may collect the following types of nonpublic personal information about you. 1. Information Dighton receives from you on account applications and/or subscription documents, whether written or electronic, or on other forms. This information would include your name, address, social security number, income, investment experience, investment objectives, etc. 2. Information about your transactions with our affiliates, others, or us. This information could include your trading through our affiliates, others, and us your history of meeting margin calls, paying debit balances and your use of the various products and services that our affiliates and we provide. 3. Information about you obtained in connection with our efforts to protect against fraud, money laundering activities, or unauthorized use of your account(s) with us. Dighton may disclose the types of the nonpublic personal information listed above to other financial institutions with which Dighton has joint marketing agreements, broker-dealers, futures commission merchants, investment companies, investment advisers, commodity trading advisors, commodity pool operators and other financial service participants. Dighton may disclose your nonpublic personal information to other nonaffiliated third parties as permitted by law, such as in response to a subpoena or legal process or in order to complete a transaction, which you initiated and authorized. If you prefer that Dighton not disclose your nonpublic personal information to unaffiliated third parties, you may opt out of those disclosures. That is, you may direct Dighton not to make those disclosures other than permitted by law. However, you may not opt out of the subscription documents provide by Dighton or any service provider necessary to effect or process any transaction in your account(s) with Dighton. If you wish to opt out of disclosure to nonaffiliated third parties, please contact Dighton so that we may honor your request.

__________________________________________________________________________________________ Dighton Capital CTA Limited J-1

EXHIBIT J

NFA BYLAW 1101 DUE DILIGENCE REPRESENTATIONS

Dighton Capital CTA Limited (“Dighton”) 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 Dighton’s compliance with NFA Bylaw 1101, please provide the following information and representations.

1) The client is a natural person ______ or an entity ______ (check one). 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 Dighton. ______ (check if applicable)

3) If the client is an entity, the client hereby represents that the client is:

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) exempt from CFTC registration. _____

4) If the client has indicated that the client exempt from CFTC registration, the client represents that the

client is exempt from such registration under___________________________________ (identify exemption).

____________________________________ _______________ Name of Client Date ____________________________________ Name and Title of Person Signing on Behalf of Client ____________________________________ (Sign Here)

CLIENT ACKNOWLEDGMENT OF COMMISSION CHARGE and ACCOUNTING FEE

I hereby acknowledge that my managed Account traded by to Dighton Capital USA is to be charged the following: Please “check” which structure you would like the account to be charged _________ 1. Charge a round‐turn trade transaction cost up to $30.00 inclusive of all trading fees and commissions, but not limited to NFA fees. I am aware that the transaction cost will be deducted from my Account on the initiation of each trade. I am also aware that a $20.00 monthly accounting fee will be charged to my Account as of the end of each month. I am aware, further, before the CTA is eligible to earn any Incentive fee, all monthly, round turn commissions (including fees), and accounting fee must first be recovered. _________ 2. Charge a monthly fee of 0.37 percent of net asset account value at month end (4.44% per annum) plus a round‐turn trade transaction cost up to $10.00 inclusive of all trading fees and commissions, but not limited to NFA fees. I am aware that the transaction cost will be deducted from my Account on the initiation of each trade. I am also aware that a $20.00 monthly accounting fee will be charged to my Account as of the end of each month. I am aware, further, before the CTA is eligible to earn any Incentive fee, all monthly, round‐turn commissions (including fees), and accounting fee must first be recovered. CLIENT SIGNATURES(S): _________________________________

_________________________________

CLIENT PRINTED NAME(S): _________________________________

_________________________________

DATE: _________________________________ FCM: _________________________________ ACCOUNT NUMBER:

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