DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership Agreement, and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Program (the “Program”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds. (b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy). (c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions. (d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor. (e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(1) of the Limited Partnership Agreement) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder. (f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations. (g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors with respect to the account and the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 months.
Appears in 2 contracts
Samples: Management Agreement (Tactical Diversified Futures Fund L.P.), Management Agreement (Diversified Multi-Advisor Futures Fund L.P. Ii)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section Paragraph 3(b) of the Limited Partnership Agreement, and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus (1.5x leverage) Program (the “Program”) as set forth in the Disclosure Document (defined below) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors with respect to the account and the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 months.
Appears in 2 contracts
Samples: Management Agreement, Management Agreement (Diversified Multi-Advisor Futures Fund L.P. Ii)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, swaps and forward contractsoptions on futures. The Advisor may also engage in swap and other derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be (i) in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementAppendix B, and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and (ii) pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Aquantum Commodity Spread (ACS) Program (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the description of the Advisor’s disclosure document for qualified eligible persons (Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through a master fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. The Advisor, with the prior written permission (by original, fax copy or email copy) of CMF, may enter into swaps and other derivative transactions with any swap dealer it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the swap dealer and any give-up or other fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will shall be made to the Program, as described in the Disclosure Document. Appendix A. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially accurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account account, which is attached as Appendix C to this Agreement, and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersits manager(s), directors, officers employees and employeesmember(s), their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets of the Partnership (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets of the Partnership to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct the Advisor in transmitting orders for the purchase or sale of futures commodity interests for the PartnershipTrading Company’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereoftrades. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors with respect to Section 8(a)(iii) of any errors (as described above) and any failures, errors or omissions by any broker (“Broker Errors”) used by the Advisor on behalf of the account and that, either individually or collectively, have an adverse effect on the account. In the event of a Broker Error, the Advisor shall agrees to use its best efforts to identify pursue an appropriate financial remedy on CMF’s and promptly notify the General Partner of any trade which Partnership’s behalf with the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsrelevant broker.
Appears in 2 contracts
Samples: Management Agreement, Management Agreement (Ceres Tactical Commodity L.P.)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it it, whether directly or indirectly through a master fund, from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, swaps spot and forward contracts (including exchange-cleared forward contracts) and over-the-counter foreign exchange (including currency spot and swap contracts) and exchange-cleared swap contracts. The Advisor may also engage in other derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be in accordance with subject to the trading policies of CMF expressly set forth in Section 3(b) of Appendix B hereto (the Limited Partnership Agreement, and as such “CMF Trading Policies”). Such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Laplace Program (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Appendix B without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the description of the Advisor’s disclosure document for qualified eligible persons (Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through a master fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or merchant, independent floor broker or swap dealer and any give-up or floor brokerage fees are approved in advance by CMF. Moreover, the Advisor, with the prior written permission (by original, fax copy or email copy) of CMF, may enter into swaps and other derivative transactions permitted under Section 1(a) of this Agreement with such swap dealer or swap dealers as it may choose for execution with instructions to give-up the trades to the broker designated by CMF provided that the swap dealer and any give-up or other fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will shall be made to the Program, as described in Appendix A. The Partnership and the Disclosure DocumentAdvisor agree that the Advisor shall trade the initial allocation, either directly or indirectly through a master fund, as though 1.5 times the assets had been allocated to the Advisor. For example, if $40 million is allocated to the Advisor, the Advisor shall implement the Program as though $60 million in assets had been allocated to the Advisor. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five (5) days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in Appendix A or the Partnership’s current Private Placement Offering Memorandum and Disclosure DocumentDocument (the “Memorandum”), as applicable, to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account account, which is attached as Appendix C to this Agreement, and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approvalapproval (“Permitted Contracts”). The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersits officers, directors, officers employees and employeespartners, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets of the Partnership (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets of the Partnership to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two (2) business days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors Material Advisor Error (“Errors”as defined below) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount commodity brokers. In the event of any errors, failures or omissions by any broker used by the Advisor on behalf of the Commodity Brokers’ out-of-pocket costs in respect thereofPartnership’s account, the Advisor agrees to use best efforts to pursue an appropriate financial remedy on CMF’s and the Partnership’s behalf with the relevant broker. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Section 8(a)(iii) of any Material Advisor Errors (as defined below) with respect to the account Partnership’s account, and the Advisor shall use its best efforts to identify and promptly notify correct any errors with respect to the General Partner of Partnership’s account’s trading activities, including any order or trade which the Advisor reasonably believes was not executed in accordance with its instructionsinstructions to any broker utilized to execute orders for the Partnership that, either individually or collectively, have an adverse effect on the Partnership’s account. Any such liability A “Material Advisor Error” is an error committed or caused by the Advisor that is greater than 0.02% of 1.5 times the amount of assets allocated to the Advisor by the Partnership as of the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsdate such error occurred.
Appears in 2 contracts
Samples: Management Agreement, Management Agreement (Emerging Cta Portfolio Lp)
DUTIES OF THE ADVISOR. (a) For Upon the commencement of trading by the Advisor on behalf of the Partnership and for the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading strategies set forth in the Advisor's Disclosure Document dated October 29, 1996 and in accordance with the trading policies set forth in Section 3(b) the Partnership's Prospectus dated as of May 31, 1996 (as supplemented, the Limited Partnership Agreement, and "Prospectus"),and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF SBFM to be utilized by the Advisor in managing the Partnership’s 's assets. CMF SBFM has initially selected the Advisor’s Discus 's Select Investment Program (using the “Program”) Argo Trading System to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMFSBFM. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding SBFM and the authority granted to Partnership each acknowledge that the Advisor may utilize exchange for physicals transactions in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to its trading for the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF SBFM acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons ('s Disclosure Document dated October 29, 1996 as defined in CFTC Rule 4.7) dated September 1, 2010 (filed with the “Disclosure Document”)CFTC. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF SBFM shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMFSBFM, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMFSBFM, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMFSBFM. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy)) and the Advisor shall have no responsibility for such payment. SBFM will cause the Partnership's commodity brokers to provide the Advisor with copies of all confirmation, purchase and sale, monthly and similar statements at the time such statements are available to SBFM.
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be approximately U. S. $6,000,000 (all of which shall be actual funds) made to the Advisor's Select Investment Program using the Argo Trading System (the "Program"). The Advisor will not be allocated any notional funds. The parties acknowledge that if assets of the Partnership under the Advisor's management fall below $1,000,000, as described in the Disclosure DocumentAdvisor may not be able to trade the full Argo portfolio. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF SBFM prior written notice of its intention to utilize such different trading system or methodology and CMF SBFM consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF SBFM of any change in the trading system or methodology Program to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology the Program or in markets traded to be material, the changed system or methodology Program or markets traded will not be utilized for the Partnership without the prior written consent of CMFSBFM. In addition, the Advisor will notify CMF SBFM of any changes to the trading system or methodology Program that would require a change in the description of the trading strategy or methods described in any prospectus of the Disclosure DocumentPartnership. Non-material changes in the trading systems utilized on behalf of the Partnership may be instituted without prior written approval. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF SBFM and receiving CMF’s SBFM's written approval. The Advisor also agrees to provide CMFSBFM, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positionsSBFM.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customerscustomers or other information deemed by the Advisor to be proprietary or confidential) and otherwise as are required in the reasonable judgment of CMF SBFM to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF SBFM reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF SBFM acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF SBFM agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor. SBFM and the Partnership shall not distribute any description of the Advisor, its principals, or its or their trading performance without the prior written consent of the Advisor.
(e) The Advisor understands and agrees that CMF SBFM may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder. The Advisor may terminate this Agreement immediately if the Net Assets of the Partnership managed by the Advisor fall below $180,000.
(f) CMF SBFM may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF SBFM shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s SBFM's sole discretion so that CMF SBFM may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF SBFM will not require the liquidation of specific positions by the Advisor. CMF SBFM will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that (i) the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for to any broker on behalf of the purchase or sale of futures interests for Partnership and (ii) the Partnership’s account including payment Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by any executing broker (other than any SBFM affiliate) selected by the account and Advisor, (it also being understood that SBFM, with the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker).
Appears in 2 contracts
Samples: Management Agreement (Smith Barney Diversified Futures Fund L P Ii), Management Agreement (Smith Barney Diversified Futures Fund L P Ii)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, swaps forward contracts and forward contractsswaps. All such trading on behalf of the Partnership shall be in accordance with (i) the trading strategies and trading policies set forth in Section 3(b) the Partnership’s Private Placement Offering Memorandum and Disclosure Document dated as of March 1, 2014, as supplemented from time to time (the Limited Partnership Agreement“Memorandum”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and (ii) pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Program wPraxis Futures Trading Approach (the “Program”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (Disclosure Document dated [ ], as defined in CFTC Rule 4.7) dated September 1, 2010 filed with the NFA (the “Disclosure Document”). All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy)) and the Advisor shall have no responsibility for such payment. CMF will cause the Partnership’s commodity brokers to provide the Advisor with copies of all confirmation, purchase and sale, monthly and similar statements at the time such statements are available to CMF.
(c) The initial allocation of the Partnership’s assets to the Advisor will shall be made to the Program, as described in Appendix A attached hereto, provided that CMF, the Disclosure DocumentPartnership and the Advisor agree that for so long as the Partnership trades through the Master Fund the amount of leverage applied to the assets of the Partnership allocated to the Advisor by CMF shall be in accordance with the terms of the agreement by and among CMF, the Master Fund and the Advisor, dated as of June 20, 2005, as such agreement may be amended from time to time. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program as outlined in the Memorandum in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentMemorandum or Appendix A to be materially inaccurate. Non-material changes in the trading systems utilized on behalf of the Partnership may be instituted without prior written approval. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions. The parties acknowledge that if Net Assets of the Partnership (as defined in Section 3(b) hereof) under the Advisor’s management fall below $750,000, the Advisor may not be able to trade the Program in full.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customerscustomers or other information deemed by the Advisor to be proprietary and confidential) and anything otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. FurtherNeither CMF nor the Partnership shall distribute, except to officers, directors, employees, partners or affiliates of CMF agrees to treat as confidential or the Partnership, any results description of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor, its principals, or its or their trading performance without the prior written consent of the Advisor, which consent shall not be unreasonably withheld.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 2 contracts
Samples: Management Agreement, Management Agreement (Orion Futures Fund Lp)
DUTIES OF THE ADVISOR. (a) For Upon the commencement of trading by the Advisor on behalf of the Partnership and for the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading strategies set forth in the Advisor's Disclosure Document dated February 28, 1997 and in accordance with the trading policies set forth in Section 3(b) the Partnership's Prospectus dated as of May 31, 1996 (as supplemented, the Limited Partnership Agreement, and "Prospectus"),and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF SBFM to be utilized by the Advisor in managing the Partnership’s 's assets. CMF SBFM has initially selected the Advisor’s Discus 's Gamma Program (the “Program”) to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMFSBFM. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF SBFM acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons ('s Disclosure Document dated _____________, 199__ as defined in CFTC Rule 4.7) dated September 1, 2010 (filed with the “Disclosure Document”)CFTC. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF SBFM shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMFSBFM, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMFSBFM, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMFSBFM. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made to the Advisor's Gamma Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program system or methodology outlined in the Prospectus in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF SBFM prior written notice of its intention to utilize such different trading system or methodology and CMF SBFM consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF SBFM of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMFSBFM. In addition, the Advisor will notify CMF SBFM of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentProspectus. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF SBFM and receiving CMF’s SBFM's written approval. The Advisor also agrees to provide CMFSBFM, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positionsSBFM.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF SBFM to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF SBFM reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF SBFM acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF SBFM agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF SBFM may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF SBFM may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF SBFM shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s SBFM's sole discretion so that CMF SBFM may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF SBFM will not require the liquidation of specific positions by the Advisor. CMF SBFM will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that (i) the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for to any broker on behalf of the purchase or sale of futures interests for Partnership and (ii) the Partnership’s account including payment Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by any executing broker (other than any SBFM affiliate) selected by the account and Advisor, (it also being understood that SBFM, with the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker).
Appears in 2 contracts
Samples: Management Agreement (Smith Barney Diversified Futures Fund L P Ii), Management Agreement (Smith Barney Diversified Futures Fund L P Ii)
DUTIES OF THE ADVISOR. (a) For During the period term and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of responsibility for managing the Partnership’s agents Fund's Commodity Interests trading account and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated Fund, except that if the Advisor if legally unable to it from perform its functions hereunder or if some emergency should arise as a result of which the Advisor is unable or becomes unwilling to perform under this Agreement, the Fund may procure the services of another trading advisor to manage the investment and reinvestment of such assets and funds until such time as the Advisor is able or willing to time by resume its management responsibilities hereunder.
(b) The Advisor will determine the General Partner in commodity interests, including commodity futures contracts, options, swaps and forward contracts. All such trading investments on behalf of the Partnership shall be Fund in accordance with the trading policies set forth in Section 3(bthe Prospectus and the Statement of Additional Information under the caption "Trading Policies" (the "Trading Policies"). The Advisor will exercise its good faith (best efforts) judgment in determining the trades in Commodity Interests which are to be made on behalf of the Limited Partnership AgreementFund in accordance with such Trading Policies and, to the extent that the Advisor is notified in writing thereof, and as agrees in writing thereto, in accordance with revisions of such trading policies may be changed policies, from time to time upon receipt time, by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Program (the “Program”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of tradingFund. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement without the prior written consent is not, however, obligated to trade any fixed portion of the Partnership given by CMF. The Advisor makes Fund's assets under the Advisor's management, and there may be times when, under the Advisor's trading system, no representation or warranty that the trading to be directed by it for the Partnership open positions will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy)maintained.
(c) The initial allocation Advisor also agrees to give the Fund prior written notice of the Partnership’s assets to the Advisor will be made to the Programany proposed material change in its trading strategies, systems and methods as described in the Disclosure Document. In Prospectus and Statement of Additional Information under the event caption "Trading Philosophy and Methods of the Advisor wishes Advisor" (the "Trading Strategies"), and agrees not to use a trading system or methodology other than or make any material change in addition such Trading Strategies (as they are applied to the Program in connection with its trading for the Partnership, either in whole or in partFund) without the prior express written approval of the Fund, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event being understood that the Advisor no longer acts shall be free to institute non-material changes in its Trading Strategies (as they are applied to trading for the sole advisor to the Partnership. In addition, the Advisor will provide five days’ Fund) without such prior written notice to CMF approval- Neither refinements of its Trading Strategies nor any change in the number or type of Commodity Interests traded in the Fund's portfolio within the limits imposed by the Fund's trading system or methodology to policies shall be utilized for the Partnership which the Advisor deems material. If the Advisor deems such deemed a material change in system or methodology or in markets traded to be materialTrading Strategies, and prior approval of the changed system or methodology or markets traded will Fund shall not be utilized for the Partnership without the prior written consent of CMF. In additionrequired therefor provided, the Advisor will notify CMF of any changes to the trading system or methodology however, that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade render advice to the Fund with respect to trading in securities or in any additional commodity interests for such account without providing notice thereof futures contracts or options relating thereto if trading therein would require the Fund to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets register under the Advisor’s management together with all other matters deemed by Investment Company Act of 1940, as amended, and/or would require the Advisor to be material changes register under the Investment Advisers Act of 1940, as amended, unless counsel to its business the Fund has advised the Fund to the effect that such acts are not previously reported applicable to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positionstrading.
(d) All purchases and sales of Commodity Interests shall be for the account of and at the risk of the Fund and neither the Advisor nor any of its directors, officers, shareholders, employees or affiliates shall in any way be personally liable in connection with any orders for such purchases and sales except as otherwise expressly set forth in this Agreement. All brokerage commissions arising from the trading of the Fund's account shall be charged to the Fund's account.
(e) The Advisor agrees to make all material necessary disclosures to the Partnership regarding itself itself, its principals, employees and affiliates, its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholders, directors, officers and employees, their trading performance and general trading methodsTrading Strategies, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF the Fund to be made in any the Registration Statement, Prospectus and Statement of Additional Information and such state applications and other filings as may be required by Federal federal or State law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(1) of the Limited Partnership Agreement) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunderstate law.
(f) CMF may, from time Nothing herein contained shall be deemed to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation Fund to take any action contrary to its Certificate of specific positions by Limited Partnership, the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of Limited Partnership Agreement or any reallocations applicable statute, regulation or liquidationsexchange or self-regulatory organization rule.
(g) The Advisor shall assume financial responsibility for any errors Notwithstanding the foregoing, the Fund (“Errors”) committed or caused by its negligence, fraud or willful misconduct in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery on its behalf) may withdraw the Registration Statement or terminate the registration of the Units at any time. Upon any such Errors withdrawal or termination, or if the Registration Statement shall not have become effective on or before __________, or if the minimum number of Units offered by the Prospectus and Statement of Additional Information, as amended or supplemented, is not sold and accepted by the General Partner during the initial offering period of up to sixty (60) days from the date of the Prospectus and Statement of Additional Information (subject to a possible extension for up to an additional sixty (60) days at the discretion of the General Partner), this Agreement shall terminate. In such event, the Fund shall not have any obligation to the Advisor with respect to the account and this Agreement; nor shall the Advisor shall use its best efforts have any obligation to identify the Fund with respect to this Agreement.
(h) No assurance is given and promptly notify no representation is made that the General Partner of any trade which Advisor's trading advice will result in profitable trades or that losses will not be incurred or that the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsFund will achieve capital appreciation.
Appears in 1 contract
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, forward contracts, swaps and forward contractsother derivative instruments. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) the Partnership’s Private Placement Offering Memorandum and Disclosure Document dated as of April 23, 2010, as supplemented (the Limited Partnership Agreement“Memorandum”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Energy Program (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the description of the Advisor’s disclosure document for qualified eligible persons (Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersmembers, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to the Advisor’s trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct trading losses in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment losses caused by errors; provided, however, that (i) the Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by it or any of its principals or employees in communicating improper trading instructions or orders to any broker on behalf of the account Partnership and (ii) the Advisor shall use its best efforts will be liable to identify and promptly notify the General Partner of Partnership with respect to losses incurred due to errors committed or caused by any trade which executing broker (other than any CMF affiliate) selected by the Advisor reasonably believes was not executed in accordance Advisor, it also being understood that CMF, with its instructions. Any such liability the assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker.
Appears in 1 contract
Samples: Management Agreement (Tactical Diversified Futures Fund L.P.)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s Prospectus and Disclosure Document to be dated on or about November 1, 2003 (the “Prospectus”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Diversified Program (the “Program”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (as defined in CFTC Rule 4.7) Disclosure Document dated September 1January, 2010 (the “Disclosure Document”)2003. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage rates and fees are approved in advance by CMF. For the avoidance of doubt, the Advisor shall have no authority or responsibility for the negotiation of brokerage rates charged by any futures commission merchant or independent floor broker on behalf of the Partnership or CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Advisor’s Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the system or methodology outlined in the description of the Program in the Prospectus in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentProspectus. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval, which approval shall not be unreasonably withheld or delayed. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct trading losses in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment losses caused by errors; provided, however, that the Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to the account and the Advisor shall use direct losses incurred due to errors committed or caused by it or any of its best efforts principals or employees in communicating improper trading instructions or orders to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability broker on behalf of the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
Samples: Management Agreement (Citigroup Diversified Futures Fund Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps forward contracts and forward contractsother derivative instruments. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s Private Placement Memorandum dated March 2006, and as supplemented (the “Memorandum”), as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus 20% Volatility Program (the “Program”) ), as described in the Prospectus of CCP Quantitative Fund dated March 1st 2008 (the “CCP Prospectus”), a copy of which has been provided to CMF, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (as defined description of the Program in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”)CCP Prospectus. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. All such instructions from CMF concerning brokers shall be deemed to be specific instructions for the purposes of the Advisor’s obligations in relation to best execution under FSA Rules. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct any and all trades in foreign exchange, commodity futures and options to a foreign exchange broker, futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy). For any trade where the Advisor has received no specific instructions from CMF, the Advisor shall arrange for the execution of such trade in accordance with its best execution policy, a summary of which is included in Appendix A. CMF and the Partnership each consent to the Advisor’s best execution policy, on the basis of the summary in Appendix A. Each of the Partnership and CMF gives its prior express consent to the Advisor executing orders outside a “regulated market” or a “multilateral trading facility” (as those terms are defined in the FSA Rules). The Advisor will provide an update of the information disclosed about its best execution policy where there is a change to the information already provided to the Partnership or CMF that may adversely affect the Partnership or CMF and is relevant to a service being provided to the Partnership or CMF.
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to traded by the Advisor in accordance with the Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in the Disclosure DocumentCCP Prospectus to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. CMF, however, acknowledges that there may be instances whereby various matters relating to the Advisor or accounts managed by the Advisor are subject to confidentiality provisions or fiduciary or other regulatory duties that would prevent disclosure. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currencycurrency or not required as trading positions) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholderspartner(s), directors, officers and employees, their trading performance and general trading methods, its customer client accounts (but not the identities of or identifying information with respect to its customersclients) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State law or NFA rule or order. CMF acknowledges that the Advisor intends to only manage accounts for qualified eligible persons and will manage the account in accordance with CFTC Rule 4.7(c). Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct trading losses in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment losses caused by errors; provided, however, that (i) the Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by it or any of its principals or employees in communicating improper trading instructions or orders to any broker on behalf of the account Partnership and (ii) the Advisor shall use its best efforts will be liable to identify and promptly notify the General Partner of Partnership with respect to losses incurred due to errors committed or caused by any trade which executing broker (other than any CMF affiliate) selected by the Advisor reasonably believes was not executed in accordance Advisor, it being understood that CMF, with its instructions. Any such liability the assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 months.executing broker..
Appears in 1 contract
Samples: Management Agreement (Citigroup Emerging Cta Portfolio Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contractscontracts and options. The Advisor may also engage in swap transactions and other derivative transactions on behalf of the Partnership with the prior written approval of CMF. The Advisor may only trade in the instruments listed on Appendix A hereto, options, swaps and forward contractswhich may be amended from time to time only by the written mutual consent of all of the parties to this Agreement. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(bthe Partnership’s Private Placement Offering Memorandum dated January 31, 2013, as supplemented (the “Memorandum”) of the Limited Partnership Agreement, and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Program Global Marco program (the “Program”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document Offering Memorandum for qualified eligible persons (the 000 Xxxxx Xxxxxxx Xxxxxx Xxxxx Fund II, LLC dated as defined in CFTC Rule 4.7) dated September 1of December 15, 2010 2012 (the “Disclosure DocumentMacro Fund Memorandum”). All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, Program as described in the Disclosure DocumentMemorandum, provided that CMF and the Partnership agree that for so long as the Partnership trades through the Master Fund the amount of leverage applied to the assets of the Partnership allocated to the Advisor by CMF shall be in accordance with the terms of the agreement by and among CMF, the Master Fund and the Advisor, dated as of March 1, 2013, as such agreement may be amended from time to time. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require cause a change in the description of the trading strategy or methods described in the Disclosure DocumentMacro Fund Memorandum or the Memorandum, as applicable, to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersmembers, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets of the Partnership (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets of the Partnership to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, negligence fraud or willful misconduct in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereoftrades. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership's Prospectus and Disclosure Document dated November 25, and 1998, as supplemented (the "Prospectus"), as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s 's assets. CMF has initially selected the Advisor’s Discus Program (the “Program”) 's Global Futures Portfolio to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s 's disclosure document for qualified eligible persons Qualified Eligible Persons (as defined in CFTC Rule 4.7) dated September 1April 30, 2010 2003 (the “"Disclosure Document”"). All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made to the Advisor's Global Futures Portfolio (the "Program"), as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s 's written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s 's sole discretion so that CMF may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that (i) the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for to any broker on behalf of the purchase or sale of futures interests for Partnership and (ii) the Partnership’s account including payment Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to the account and losses incurred due to errors committed or caused by any executing broker (other than any CMF affiliate) selected by the Advisor shall use its best efforts to identify and promptly notify (it also being understood that CMF, with the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker).
Appears in 1 contract
Samples: Management Agreement (Salomon Smith Barney Global Diversified Futures Fund L P)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, swaps options and forward contracts, excluding financial futures and forward contracts. The Advisor may also engage in swap transactions and other derivatives transactions on behalf of the Partnership with the prior approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) the Partnership’s Private Placement Offering Memorandum and Disclosure Document dated as of March 31, 2011, as supplemented (the Limited Partnership Agreement“Memorandum”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Misfit Barbarian Program (the “Program”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding CMF and the authority granted to Advisor each acknowledge that the description of the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective Offering Memorandum is in draft form as of the date time of the signing of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such fundsAgreement.
(b) CMF acknowledges receipt of the description of the Advisor’s disclosure document for qualified eligible persons (Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program system or methodology outlined in the Memorandum in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in Appendix A or the Disclosure DocumentMemorandum, as applicable. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersmember(s), directorsmanager(s), officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections Paragraphs 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to the Advisor’s trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(1Paragraph 3(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section Paragraph 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Paragraph 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
Samples: Management Agreement (Commodity Advisors Fund L.P.)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. All such trading on behalf of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be in accordance with the trading policies set forth in Section 3(b) the Partnership's Prospectus dated as of February 17, 1994, as supplemented from time to time (the Limited Partnership Agreement"Prospectus"), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s 's assets. CMF has initially selected the Advisor’s Discus 's Energy Program (the “"Program”") to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons ('s Disclosure Document dated March 20, 2009, as defined in CFTC Rule 4.7) dated September 1, 2010 filed with the NFA (the “"Disclosure Document”"). All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made to the Program, Program as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program system or methodology outlined in the Disclosure Document in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s 's written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), partners, shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as such term is defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s 's sole discretion so that CMF may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that (i) the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for to any broker on behalf of the purchase or sale of futures interests for Partnership and (ii) the Partnership’s account including payment Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by any executing broker (other than any CMF affiliate) selected by the account and Advisor, (it also being understood that CMF, with the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker).
Appears in 1 contract
Samples: Advisory Agreement (Smith Barney Diversified Futures Fund Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, swaps options and forward contracts, excluding financial futures and forward contracts unless such contracts are traded for bona fide hedging purposes. The Advisor may also engage in swap transactions and other derivatives transactions on behalf of the Partnership with the prior approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading policies (the “Trading Policies”) set forth in Section 3(b) the Partnership’s Private Placement Offering Memorandum and Disclosure Document dated as of January 7, 2011, as supplemented (the Limited Partnership Agreement“Memorandum”), and as such trading policies Trading Policies may be changed from time to time upon receipt by the Advisor advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assetsassets as described in the Memorandum. CMF has initially selected the Advisor’s Discus Kxxx River Commodity Program at 150% Leverage (the “Program”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies Trading Policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, email or fax copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original original, email or fax copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, Program as described in the Disclosure Document. Appendix A. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice not make any changes to CMF of any change in the trading system or methodology to be utilized for the Partnership or in the markets traded for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership material without the providing five days’ prior written consent of notice to CMF and obtaining CMF’s prior written consent. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in Appendix A or the Disclosure DocumentMemorandum, as applicable, even if the Advisor deems such changes not to be material. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customerscustomers or any other information which the Advisor is required by applicable law to keep confidential) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections Paragraphs 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the all trading and investment advice and information to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice and/or information confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to the Advisor’s trading systems obtained from the Advisor.
(e) The Subject to Paragraph 8(b)(iv) hereof, the Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(1Paragraph 3(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section Paragraph 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) Subject to Paragraph 8(b)(iv) hereof, CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Paragraph 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
Samples: Management Agreement (Tactical Diversified Futures Fund L.P.)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner SBFM in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership's Private Placement Offering Memorandum and Disclosure Document dated March 31, 1999, as supplemented (the "Memorandum"), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF SBFM to be utilized by the Advisor in managing the Partnership’s 's assets. CMF SBFM has initially selected the Advisor’s Discus 's Sole trading Program (the “"Program”") to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMFSBFM. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF SBFM acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (as defined in CFTC Rule 4.7) 's Disclosure Document dated September 130, 2010 (1999 as filed with the “Disclosure Document”)NFA and the CFTC. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF SBFM shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMFSBFM, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMFSBFM, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMFSBFM. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements agreement (by either original or fax copy).
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made to the Advisor's Sole trading Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program system or methodology outlined in the Memorandum in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF SBFM prior written notice of its intention to utilize such different trading system or methodology and CMF SBFM consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF SBFM of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMFSBFM. In addition, the Advisor will notify CMF SBFM of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentMemorandum. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF SBFM and receiving CMF’s SBFM's written approval. The Advisor also agrees to provide CMFSBFM, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positionsSBFM.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF SBFM to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF SBFM reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF SBFM acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF SBFM agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF SBFM may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF SBFM may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF SBFM shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s SBFM's sole discretion so that CMF SBFM may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF SBFM will not require the liquidation of specific positions by the Advisor. CMF SBFM will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that (i) the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for to any broker on behalf of the purchase or sale of futures interests for Partnership and (ii) the Partnership’s account including payment Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by any executing broker (other than any SBFM affiliate) selected by the account and Advisor, (it also being understood that SBFM, with the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker).
Appears in 1 contract
Samples: Management Agreement (Shlomon Smith Barney Orion Futures Fund Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in energy related commodity interests, including commodity energy futures contracts, energy forward contracts, options, swaps and forward contractsother over-the-counter instruments. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s Private Placement Memorandum dated January 2010, and as supplemented (the “Memorandum”), as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Cirrus Program (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it, provided that CMF and the Partnership acknowledge that Advisor intends to manage the assets of the Partnership utilizing up to 1.5 times the leverage utilized by the Program as instructed by CMF. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, as defined described in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”)Appendix A attached hereto. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, as described in the Disclosure DocumentAppendix A attached hereto. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersmembers, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor’s trading systems.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct trading losses in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment losses caused by errors; provided, however, that (i) the Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by it or any of its principals or employees in communicating improper trading instructions or orders to any broker on behalf of the account Partnership and (ii) the Advisor shall use its best efforts will be liable to identify and promptly notify the General Partner of Partnership with respect to losses incurred due to errors committed or caused by any trade which executing broker (other than any CMF affiliate) selected by the Advisor reasonably believes was not executed in accordance Advisor, it being understood that CMF, with its instructions. Any such liability the assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker.
Appears in 1 contract
Samples: Management Agreement (Commodity Advisors Fund L.P.)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership's Prospectus and Disclosure Document dated November 25, and 1998, as supplemented (the "Prospectus"), as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s 's assets. CMF has initially selected the Advisor’s Discus Program (the “Program”) 's Global Futures Portfolio to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s 's disclosure document for qualified eligible persons Qualified Eligible Persons (as defined in CFTC Rule 4.7) dated September 123, 2010 2005 (the “"Disclosure Document”"). All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made to the Advisor's Global Futures Portfolio (the "Program"), as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s 's written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s 's sole discretion so that CMF may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that (i) the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for to any broker on behalf of the purchase or sale of futures interests for Partnership and (ii) the Partnership’s account including payment Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to the account and losses incurred due to errors committed or caused by any executing broker (other than any CMF affiliate) selected by the Advisor shall use its best efforts to identify and promptly notify (it also being understood that CMF, with the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker).
Appears in 1 contract
Samples: Management Agreement (Salomon Smith Barney Global Diversified Futures Fund L P)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, swaps options and forward contracts, excluding financial futures and forward contracts. The Advisor may also engage in swaps transactions and other derivatives transactions on behalf of the Partnership with the prior approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) the Partnership’s Private Placement Offering Memorandum and Disclosure Document dated as of March 31, 2011, as supplemented (the Limited Partnership Agreement“Memorandum”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Program trading program for Flintlock Commodity Opportunities Partners, LP (the “Program”) ), attached hereto as Appendix A, to manage the Partnership’s assets allocated to it, provided that CMF and the Partnership acknowledge that Advisor intends to manage the assets of the Partnership utilizing two times the leverage utilized by Flintlock Commodity Opportunities Master Fund, LP. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall directdirect (the “Commodity Brokers”), and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original original, fax copy or fax email copy). CMF and the Partnership each acknowledges that the use of Commodity Brokers selected by CMF may result in trades being executed at prices that are less desirable than those that may be available if the Advisor were permitted to select a different executing broker.
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program or system or methodology outlined in the Memorandum, if any, in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shallFor the avoidance of doubt, within a reasonable timein accordance with the provisions of Paragraph 7(a)(i), change any references to the name of Advisor, its principals (as defined below), or the Partnership Program or the Advisor’s trading system or methodology must be reviewed and approved in writing by the Advisor prior to their use in the event that the Advisor no longer acts as the sole advisor to the PartnershipMemorandum. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in Appendix A or the Disclosure DocumentMemorandum, as applicable. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written (including email) approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written (including email) report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. To the extent commercially practicable, U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersmembers, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections Paragraphs 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice and all other information to be provided by the Advisor is a property right belonging pursuant to this Agreement constitutes proprietary and confidential information of the Advisor and that they will keep all such advice confidentialinformation confidential and not use such information for any purpose other than evaluating the performance of the Advisor and further agree not to use such information to guide their own trading or that of any other person. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisorsystems.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(1Paragraph 3(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section Paragraph 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment to the Commodity Brokers (as defined above) of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify CMF and the General Partner Partnership upon discovery of such Errors with respect to the account and the Advisor shall use its best efforts to identify and promptly notify CMF and the General Partner Partnership of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any instructions to any Commodity Broker or such liability of other commodity broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
Samples: Management Agreement (Commodity Advisors Fund L.P.)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, effective June 4, 2020, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it it, whether directly or indirectly through a master fund, from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, swaps spot and forward contracts (including exchange-cleared forward contracts) and over-the-counter foreign exchange (including currency spot and swap contracts) and exchange-cleared swap contracts. The Advisor may also engage in other derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s current Private Placement Offering Memorandum and Disclosure Document, as supplemented (the “Memorandum”), and as such subject to the trading policies of CMF expressly set forth in Appendix A hereto (the “CMF Trading Policies”). Such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Diversified Alpha Program (the “Program”) ), as described in Appendix B attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Appendix A without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the description of the Advisor’s disclosure document for qualified eligible persons (Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix B. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through a master fund shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or merchant, independent floor broker or swap dealer and any give-up or floor brokerage fees are approved in advance by CMF. Moreover, the Advisor, with the prior written permission (by original, fax copy or email copy) of CMF, may enter into swaps and other derivative transactions permitted under Section 1(a) of this Agreement with such swap dealer or swap dealers as it may choose for execution with instructions to give-up the trades to the broker designated by CMF provided that the swap dealer and any give-up or other fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will shall be made to the Program, as described in Appendix B. The Partnership and the Disclosure DocumentAdvisor agree that the Advisor shall trade the initial allocation, either directly or indirectly through a master fund, as though 2 times the amount of assets had been allocated to the Advisor. For example, if $40 million is allocated to the Advisor, the Advisor shall implement the Program as though $80 million in assets had been allocated to the Advisor. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five (5) days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in the Disclosure DocumentAppendix B, as applicable, to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account account, which is attached as Appendix C to this Agreement, and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersits officers, directors, officers employees and employeespartners, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets of the Partnership (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets of the Partnership to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two (2) business days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. The Advisor may also engage in spot, swap and other derivative transactions with the prior written approval of CMF. All such trading on behalf of the Partnership shall be (i) in accordance with the trading policies set forth in Section 3(b) the Partnership’s Private Placement Offering Memorandum and Disclosure Document dated as of June 30, 2013, as supplemented (the Limited Partnership Agreement“Memorandum”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and (ii) pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus JEM Commodity Relative Value Program (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the description of the Advisor’s disclosure document for qualified eligible persons (Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to traded by the Advisor in accordance with the Program, as described in Appendix A; provided that CMF and the Disclosure DocumentPartnership agree that, for so long as the Partnership trades through the Master Fund, the amount of leverage applied to the assets of the Partnership allocated to the Advisor by CMF shall be in accordance with the terms of the agreement by and among CMF, the Master Fund and the Advisor, dated as of August 1, 2013, as such agreement may be amended from time to time. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially accurate. Further, the Advisor will provide the Partnership in Appendix B to this Agreement, as may be amended from time to time, with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersmembers, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructionsinstructions to any broker utilized to execute orders for the Partnership.
(i) The Advisor, CMF and the Partnership will keep confidential the terms hereof and each transaction hereunder, and all related agreements, business practices, financial data, procedures and policies hereunder or otherwise relating to either of them or their affiliates that are not publicly available (herein, “Confidential Information”). Any such liability Confidential Information shall also include, but not be limited to, each party’s respective proprietary or confidential (A) market and/or computerized investment approaches, strategies, systems or programs for trading, hedging, asset allocation or portfolio construction, (B) mathematical models, simulated results, simulation software, price or research databases, other research, algorithms, numerical techniques, analytical results, technical data, strategies and methodologies, (C) trading signals, trading orders or executed trades (including prices, quantities and times), asset allocation targets, position sizes and portfolio holdings, (D) business methods, trade secrets, internal marketing materials or memoranda, corporate policies, supervisory and risk control techniques and procedures, fee and compensation structures, client lists and contact lists, knowledge of facilities and any books and records made available to any party, (E) any other proprietary materials or information, (F) any synopses or descriptions of the Advisor in relation to Errors shall be limited to compensation received foregoing and (G) due diligence materials and other information provided by the Adviser from Advisor to CMF and the Partnership during or provided by CMF and the previous 12 monthsPartnership to the Advisor, whether prior to or after execution of this Agreement and whether or not marked confidential; but does not include information which (w) was or becomes generally available to the public other than as a result of a disclosure by the receiving party or its representatives in violation hereof, (x) was or becomes available to the receiving party on a non-confidential basis prior to its disclosure by the disclosing party or its representatives or agents to the receiving party or its representatives, (y) becomes available to the receiving party or its representatives on a non-confidential basis from a source other than the disclosing party or its representatives or agents, provided that such source is not known to the receiving party to be bound by a confidentiality agreement with the disclosing party or its representatives or agents or otherwise prohibited from transmitting the information to the receiving party or its representatives by a contractual, legal or fiduciary obligation, or (z) is independently developed by the receiving party or on its behalf, provided that such development was by the receiving party or on the receiving party’s behalf without the use of, or any reference to, the Confidential Information.
(ii) Each party shall keep Confidential Information in strictest confidence except (A) to the extent necessary for purposes hereof to communicate it to the each such party’s officers, employees and counsel or to any broker or service provider, (B) to the extent necessary to comply with any requirement or demand of any self-regulatory, regulatory, judicial or taxing authority having jurisdiction over any of them, or (C) as otherwise required by applicable law or regulation, including the reporting and disclosure requirements of the CFTC, NFA and Securities and Exchange Commission.
(iii) CMF and the Partnership shall not use the Advisor’s Confidential Information as a basis on which to (A) trade, on behalf of itself or its investors or clients, in accounts not managed by the Advisor, (B) to reverse-engineer, replicate or develop or to aid others to reverse-engineer, replicate or develop competing or similar strategies to those of the Advisor, or (C) to use the Advisor’s Confidential Information for purposes other than enabling, conducting and monitoring the trading advisory services specified in this Agreement.
(iv) Each party will be permitted to disclose the track record of the Program, and may disclose the identity of the other party.
Appears in 1 contract
Samples: Management Agreement (Commodity Advisors Fund L.P.)
DUTIES OF THE ADVISOR. (a) For Upon the commencement of trading operations by the Partnership and for the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) the Partnership's Private Placement Memorandum and Disclosure Document dated as of April 22, 1997, as supplemented (the Limited Partnership Agreement"Memorandum"), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF SBFM to be utilized by the Advisor in managing the Partnership’s 's assets. CMF SBFM has initially selected the Advisor’s Discus Program (the “Program”) 's Global Diversified Portfolio to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMFSBFM. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF SBFM acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons ('s Disclosure Document dated December 12, 1996 as defined in CFTC Rule 4.7) dated September 1, 2010 (filed with the “Disclosure Document”)CFTC. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF SBFM shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMFSBFM, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMFSBFM, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMFSBFM. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made to the Program, as described in the Disclosure DocumentAdvisor's Global Diversified Portfolio. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program system or methodology outlined in the Memorandum in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF SBFM prior written notice of its intention to utilize such different trading system or methodology and CMF SBFM consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF SBFM of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMFSBFM. In addition, the Advisor will notify CMF SBFM of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentMemorandum. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF SBFM and receiving CMF’s SBFM's written approval. The Advisor also agrees to provide CMFSBFM, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positionsSBFM.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF SBFM to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF SBFM reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF SBFM acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF SBFM agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF SBFM may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder. The Advisor may terminate this Agreement immediately if the Net Assets of the Partnership managed by the Advisor fall below $500,000 (after adjustment for trading losses and redemptions).
(f) CMF SBFM may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF SBFM shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s SBFM's sole discretion so that CMF SBFM may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF SBFM will not require the liquidation of specific positions by the Advisor. CMF SBFM will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that (i) the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for to any broker on behalf of the purchase or sale of futures interests for Partnership and (ii) the Partnership’s account including payment Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by any executing broker (other than any SBFM affiliate) selected by the account and Advisor, (it also being understood that SBFM, with the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker).
Appears in 1 contract
Samples: Management Agreement (Smith Barney Potomac Futures Fund Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership's Prospectus and Disclosure Document to be dated on or about November 1, 2003 (the "Prospectus"), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s 's assets. CMF has initially selected the Advisor’s 's Discus Program (the “"Program”") to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons ('s Disclosure Document dated as defined in CFTC Rule 4.7) dated September 1of June 30, 2010 (2003, as filed with the “Disclosure Document”)NFA and CFTC. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made to the Advisor's Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the system or methodology outlined in the description of the Program in the Prospectus in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentProspectus. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s 's written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s 's sole discretion so that CMF may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for the purchase or sale to any broker on behalf of futures interests for the Partnership’s account including payment to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors with respect to the account and the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 months.
Appears in 1 contract
Samples: Management Agreement (Citigroup Diversified Futures Fund Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. The Advisor may also engage in swaps transactions and other derivative transactions on behalf of the Partnership with the prior approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s Private Placement Offering Memorandum and Disclosure Document dated June 15, 2011, as supplemented (the “Memorandum”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Core Trading Program (the “Program”) ), as described in the Disclosure Document (defined below), to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (Disclosure Document dated March 30, 2012, as defined in CFTC Rule 4.7) dated September 1, 2010 (filed with the “Disclosure Document”)NFA. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program system or methodology outlined in the Memorandum in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentDocument or the Memorandum, as applicable. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections Paragraphs 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to the Advisor’s trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(1Paragraph 3(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section Paragraph 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Paragraph 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) the Partnership's prospectus dated as of February 17, 1994, as supplemented (the Limited Partnership Agreement"Prospectus"), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF SBFM to be utilized by the Advisor in managing the Partnership’s 's assets. CMF SBFM has initially selected the Advisor’s Discus 's Global Financial Program (the “Program”) to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMFSBFM. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding SBFM and the authority granted to Partnership each acknowledge that the Advisor may utilize exchange for physicals transactions in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to its trading for the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF SBFM acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons ('s Disclosure Document dated June 15, 2000, as defined in filed with the NFA and CFTC Rule 4.7) dated September 1, 2010 (the “"Disclosure Document”"). All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF SBFM shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMFSBFM, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMFSBFM, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMFSBFM. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy). SBFM will cause the Partnership's commodity brokers to provide the Advisor with copies of all confirmation, purchase and sale, monthly and similar statements at the time such statements are available to SBFM.
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made in actual funds to the Advisor's Global Financial Program (the "Program"), as described in to be traded using leverage of 1.5 times the Disclosure Documentassets allocated to the Advisor. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program system or methodology outlined in the Disclosure Document in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF SBFM prior written notice of its intention to utilize such different trading system or methodology and CMF SBFM consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF SBFM of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMFSBFM. In addition, the Advisor will notify CMF SBFM of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF SBFM and receiving CMF’s SBFM's written approval. If the Advisor does not receive written consent (or denial of consent) from SBFM within 10 days of the sending any of the aforementioned notices, SBFM will be deemed to have consented to the Advisor's request. The Advisor also agrees to provide CMFSBFM, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMFSBFM. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF SBFM to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF SBFM reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF SBFM acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF SBFM agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor. SBFM and the Partnership shall not distribute any description of the Advisor, its principals, or its or their trading performance without the prior written consent of the Advisor.
(e) The Advisor understands and agrees that CMF SBFM may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF SBFM may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF SBFM shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s SBFM's sole discretion so that CMF SBFM may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF SBFM will not require the liquidation of specific positions by the Advisor. CMF SBFM will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that (i) the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for to any broker on behalf of the purchase or sale of futures interests for Partnership and (ii) the Partnership’s account including payment Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by any executing broker (other than any SBFM affiliate) selected by the account and Advisor, (it also being understood that SBFM, with the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker).
Appears in 1 contract
Samples: Management Agreement (Smith Barney Diversified Futures Fund Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, effective February 1, 2019, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it it, whether directly or indirectly through a master fund, from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, swaps spot and forward contracts (including exchange-cleared forward contracts) and over-the-counter foreign exchange (including currency spot and swap contracts) and exchange-cleared swap contracts. The Advisor may also engage in swap transactions and other derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be in accordance with subject to the trading policies of CMF expressly set forth in Section 3(b) of Appendix B hereto (the Limited Partnership Agreement, and as such “CMF Trading Policies”). Such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Xxxx Street Systematic Strategy Program (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement CMF Trading Policies without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the description of the Advisor’s disclosure document for qualified eligible persons (Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through a master fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or merchant, independent floor broker or swap dealer and any give-up or floor brokerage fees are approved in advance by CMF. Moreover, the Advisor, with the prior written permission (by original, fax copy or email copy) of CMF, may enter into swaps and other derivative transactions permitted under Section 1(a) of this Agreement with such swap dealer or swap dealers as it may choose for execution with instructions to give-up the trades to the broker designated by CMF provided that the swap dealer and any give-up or other fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will (the “Initial Allocation) shall be made to the Program, as described in Appendix A. The Partnership and the Disclosure DocumentAdvisor agree that the Advisor shall trade the Initial Allocation, either directly or indirectly through a master fund, as though 2.0 times the assets had been allocated to the Advisor (the “Trading Level”). For example, if $145 million is allocated to the Advisor, the Advisor shall implement the Program as though $290 million in assets had been allocated to the Advisor. In the event CMF reduces the Initial Allocation to $80 million or below, the Advisor shall trade such reduced allocation as though 1.5 times the assets had been allocated to the Advisor. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five (5) days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in Appendix A or the Partnership’s current Private Placement Offering Memorandum and Disclosure DocumentDocument (the “Memorandum”), as applicable, to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account account, which is attached as Appendix C to this Agreement, and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approvalapproval (“Permitted Contracts”). The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersits officers, directors, officers employees and employeespartners, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets of the Partnership (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretiondiscretion provided that any reapportionment shall not be effective until the first business day of any month following the giving of 30 calendar days’ notice. The designation of other trading advisors and the apportionment or reapportionment of Net Assets of the Partnership to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two (2) business days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The To the extent that the Advisor’s relevant conduct constitutes fraud, willful default or negligence, the Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account (including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades), such errors including, but only for not limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructionsinstructions to any broker utilized to execute orders for the Partnership. Any such liability In the event of any failures, errors or omissions by any broker not caused by the Advisor’s fraud, willful misconduct or negligence, the Advisor in relation agrees to Errors shall be limited use its best efforts to compensation received by pursue an appropriate financial remedy on CMF’s and the Adviser from Partnership’s behalf with the Partnership during the previous 12 monthsrelevant broker.
Appears in 1 contract
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it the Advisor from time to time by the General Partner CMF in commodity interests, including commodity futures contracts and options on futures contracts, options, swaps excluding financial futures contracts and options on financial futures contracts. The Advisor may also trade forward contractsforeign currency contracts for hedging purposes. The Advisor may also engage in other swap transactions and derivatives transactions on behalf of the Partnership with the prior approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s Private Placement Offering Memorandum and Disclosure Document to be dated on or about February 1, 2013, as supplemented (the “Memorandum”), and as described in Appendix A, as applicable, and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Program Aventis Diversified Commodity Strategy (the “Program”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding CMF and the authority granted to Advisor each acknowledge that the description of the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective Memorandum is in draft form as of the date time of the signing of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such fundsAgreement.
(b) CMF acknowledges receipt of the description of the Advisor’s disclosure document for qualified eligible persons (Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program system or methodology outlined in Appendix A or the Memorandum, as applicable, in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Appendix A. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersmember(s), directorsmanager(s), officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections Paragraphs 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to the Advisor’s trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(1Paragraph 3(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section Paragraph 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder; provided, however, that in the event CMF designates one or more trading advisors for the Partnership other than the Advisor, CMF shall amend the name of the Partnership to remove the word “Aventis” and notify its limited partners of such name change.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Paragraph 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it the Advisor from time to time by CMF in futures interests. The Advisor may also engage in swaps transactions and other derivatives transactions on behalf of the General Partner in commodity interests, including commodity futures contracts, options, swaps and forward contractsPartnership with the prior approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementAgreement and as described in Appendix A, and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Aventis Barbarian Program (the “Program”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement and Appendix A without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding CMF and the authority granted to Advisor each acknowledge that the description of the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF Partnership’s letter to direct the investment investors and reinvestment of such fund’s assets, effective monthly report is in draft form as of the date time of the signing of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such fundsAgreement.
(b) CMF acknowledges receipt of the description of the Advisor’s disclosure document for qualified eligible persons (Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options interests to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program system or methodology outlined in Appendix A in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Appendix A. Further, the Advisor will provide the Partnership with a current list of all commodity futures interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity futures interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersmember(s), directorsmanager(s), officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections Paragraphs 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to the Advisor’s trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(1Paragraph 3(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section Paragraph 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first last day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Paragraph 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
Samples: Management Agreement (Morgan Stanley Smith Barney Spectrum Strategic Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, forward contracts, swaps and forward contractsother derivative instruments. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s Private Placement Memorandum dated June, and 2004, as supplemented (the “Memorandum”), as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Managed Account Trading Program (the “Program”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (Disclosure Document dated ____________, 2004 as defined in CFTC Rule 4.7) dated September 1, 2010 filed with the NFA (the “Disclosure Document”). All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Advisor’s Managed Account Trading Program (the “Program, as described in the Disclosure Document”) on a fully funded basis. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct trading losses in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment losses caused by errors; provided, however, that (i) the Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by it or any of its principals or employees in communicating improper trading instructions or orders to any broker on behalf of the account Partnership and (ii) the Advisor shall use its best efforts will be liable to identify and promptly notify the General Partner of Partnership with respect to losses incurred due to errors committed or caused by any trade which executing broker (other than any CMF affiliate) selected by the Advisor reasonably believes was not executed in accordance Advisor, it being understood that CMF, with its instructions. Any such liability the assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker.
Appears in 1 contract
Samples: Management Agreement (Citigroup Emerging Cta Portfolio Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) the Prospectus and Disclosure Document dated as of February 17, 1994, as supplemented (the Limited Partnership Agreement"Prospectus"), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF SBFM to be utilized by the Advisor in managing the Partnership’s 's assets. CMF SBFM has initially selected the Advisor’s Discus 's Aggressive Pure Alpha Futures Only Program (the “Program”) to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMFSBFM. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding SBFM and the authority granted to Partnership each acknowledge that the Advisor may utilize exchange for physicals transactions in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to its trading for the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF SBFM acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons ('s Disclosure Document dated June 15, 2000 as defined in filed with the NFA and CFTC Rule 4.7) dated September 1, 2010 (the “"Disclosure Document”"). All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF SBFM shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMFSBFM, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMFSBFM, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMFSBFM. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy). SBFM acknowledges that to the extent SBFM does not consent to futures give-ups or the use of multiple foreign exchange counterparties, the Partnership may be disadvantaged because the Advisor will execute all block orders first. In this connection, the Advisor will have no liability for the difference in performance among the Advisor's client accounts.
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made to the Advisor's Aggressive Pure Alpha Futures Only Program (the "Program, as described in the Disclosure Document"). In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program system or methodology outlined in the Disclosure Document in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF SBFM prior written notice of its intention to utilize such different trading system or methodology and CMF SBFM consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF SBFM of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMFSBFM. In addition, the Advisor will notify CMF SBFM of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF SBFM and receiving CMF’s SBFM's written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report notify SBFM of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMFSBFM. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF SBFM to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF SBFM reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF SBFM acknowledge that the trading advice (including methods, models and strategies) to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice information confidential. In addition, except as otherwise provided in this agreement or required by law, the Partnership and SBFM agree not to disclose any information regarding the Advisor without the Advisor's written consent. Further, CMF SBFM agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF SBFM may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF SBFM may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF SBFM shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s SBFM's sole discretion so that CMF SBFM may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF SBFM will not require the liquidation of specific positions by the Advisor. CMF SBFM will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for the purchase or sale to any broker on behalf of futures interests for the Partnership’s account including payment to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors with respect to the account and the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 months.
Appears in 1 contract
Samples: Management Agreement (Smith Barney Diversified Futures Fund Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, effective February 1, 2019, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership Partnership, whether directly or indirectly through the Master Fund, allocated to it from time to time by CMF in the General Partner instruments listed in commodity interestsAppendix C of this agreement, including commodity futures contracts, options, swaps as amended from time to time. The Advisor may also engage in swap transactions and forward contractsother derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be (i) in accordance with the trading policies of CMF expressly set forth in Section 3(b) of the Limited Partnership Agreement, and Appendix A hereto as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and (the “CMF Trading Policies”), provided that the Advisor shall notify CMF of its inability to comply with the new CMF Trading Policies within one (1) business day of notice of such change, and
(ii) pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assetsassets allocated to it. CMF has initially selected the Advisor’s Discus Program ADG Systematic Macro Fund’s strategy (the “ProgramStrategy”) ), as described in Appendix B attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement CMF Trading Policies without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Strategy, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix B. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or merchant, independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. The initial list of approved executing brokers is attached as Appendix D hereto. The Advisor, with the prior written permission (by original, fax copy or email copy) of CMF, may enter into swaps and other derivative transactions with any swap dealer it chooses for execution with instructions to give-up the trades to the broker designated by CMF provided that the swap dealer and any give-up or other fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will shall be made to invested in accordance with the ProgramStrategy, as described in Appendix B. The Partnership and the Disclosure DocumentAdvisor agree that the Advisor shall trade the initial allocation, either directly or indirectly through the Master Fund, at a trading level confirmed to the Advisor by CMF, which initially shall be traded at a target annualized volatility of 20%. Where due notice is provided, the Advisor agrees to run the Strategy at the trading level requested by CMF by written notice to xxxxxxxxxxx@xxxxxxxxxxxx.xxx indicating the new target annualized volatility and the effective date of the new trading level. This will be acknowledged and confirmed in writing by the Advisor. This trading level can be increased at the agreement of both the Advisor and CMF. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program Strategy in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five business days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in Appendix B or the Partnership’s current Confidential Private Placement Offering Memorandum and Disclosure DocumentDocument (“Memorandum”), as applicable, to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account (which is attached hereto as Appendix C) and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. Monthly reports will be deemed to be delivered when received by email at the email address(es) for notices indicated in Section 12. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign margin, non-U.S. dollar-based positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersits officers, directors, officers directors and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its CMF’s fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets Asset Value of the Partnership (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets Asset Value of the Partnership to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations, after which the Advisor will have a maximum of two business days to effect the specified liquidation. CMF and the Advisor acknowledge that, should the amount of the Partnership’s assets under the Advisor’s management be increased, this notice period may be extended upon the mutual consent of the parties, which consent shall not be unreasonably withheld.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account account, including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors caused by the Advisor or any of its executing brokers identified in Appendix D with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
Samples: Management Agreement
DUTIES OF THE ADVISOR. (a) For Upon the commencement of trading operations by the Partnership and for the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps exchange-for-physicals, physical commodities, and spot and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementProspectus and Disclosure Document to be dated on or about September 1, 1999, as supplemented (the "Prospectus"), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF SBFM to be utilized by the Advisor in managing the Partnership’s 's assets. CMF has initially selected the Advisor’s Discus Program (the “Program”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMFSBFM. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF SBFM acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (as defined in CFTC Rule 4.7) 's Disclosure Document dated September August 1, 2010 (1999 as filed with the “Disclosure Document”)NFA and CFTC. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF SBFM shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation or payment of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, Advisor may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMFSBFM. Upon request, provided the Advisor will provide SBFM with a list of all independent brokers it utilizes, including those that the futures commission merchant or independent floor broker and any are paid give-up or floor brokerage fees are approved (which the Advisor expects will only be independent brokers operating on markets located in advance by CMFChicago). SBFM and the Partnership agree to maintain such list in strict confidence and not disclose the name of any independent broker to any third party. The Advisor agrees to consult with SBFM regarding its utilization of any such independent broker in the event SBFM objects thereto. All give-up or similar fees relating to the foregoing (which the Advisor does not expect will exceed $1 per side) shall be paid by the Partnership after all parties Partnership. The Advisor will cooperate with SBFM and use its best efforts to have executed the relevant its independent brokers execute give-up agreements (by either original or fax copyfax).
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made to the Program, Advisor's trading system as described in the Disclosure Documentits disclosure document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program system or methodology outlined in the Prospectus in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF SBFM prior written notice of its intention to utilize such different trading system or methodology and CMF SBFM consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF SBFM of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMFSBFM. In addition, the Advisor will notify CMF SBFM of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentProspectus. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing written notice thereof to CMF SBFM and receiving CMF’s SBFM's written approval. However, if SBFM does not give its approval within 5 days, it will be deemed to have approved of such additional commodity interests. The Advisor also agrees to provide CMFSBFM, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMFSBFM. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF SBFM to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF SBFM reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF SBFM acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(1) of the Limited Partnership Agreement) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors with respect to the account and the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 months.advice
Appears in 1 contract
Samples: Management Agreement (Salomon Smith Barney Diversified 2000 Futures Fund Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, forward contracts, swaps and forward contractsother derivative instruments. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership's Private Placement Memorandum dated March 2006, and as supplemented (the "Memorandum"), as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s 's assets. CMF has initially selected the Advisor’s Discus 's Energy Program (the “"Program”) "), as described in Appendix A attached hereto, to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the description of the Advisor’s disclosure document for qualified eligible persons ('s Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made to traded by the Advisor in accordance with the Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s 's written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholdersmembers, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor's trading systems.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s 's sole discretion so that CMF may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that (i) the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for to any broker on behalf of the purchase or sale of futures interests for Partnership and (ii) the Partnership’s account including payment Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by any executing broker (other than any CMF affiliate) selected by the account and Advisor, it being understood that CMF, with the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker.
Appears in 1 contract
Samples: Management Agreement (Citigroup Emerging Cta Portfolio Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it the Advisor from time to time by CMF in futures interests. The Advisor may also engage in swaps transactions and other derivatives transactions on behalf of the General Partner in commodity interests, including commodity futures contracts, options, swaps and forward contractsPartnership with the prior approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Partnership’s Limited Partnership AgreementAgreement and as described in Appendix A, and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Program trading program for Flintlock Commodity Opportunities Partners, LP (the “Program”) ), attached hereto as Appendix A, to manage the Partnership’s assets allocated to it, provided that CMF and the Partnership acknowledge that Advisor intends to manage the assets of the Partnership utilizing two times the leverage utilized by Flintlock Commodity Opportunities Master Fund, LP. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement and Appendix A without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall directdirect (the “Commodity Brokers”), and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options interests to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original original, fax copy or fax email copy). CMF and the Partnership each acknowledges that the use of Commodity Brokers selected by CMF may result in trades being executed at prices that are less desirable than those that may be available if the Advisor were permitted to select a different executing broker.
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program or system or methodology outlined in Appendix A in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Appendix A. Further, the Advisor will provide the Partnership with a current list of all commodity futures interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity futures interests for such account without providing notice thereof to CMF and receiving CMF’s written (including email) approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written (including email) report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. To the extent commercially practicable, U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersmembers, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections Paragraphs 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice and all other information to be provided by the Advisor is a property right belonging pursuant to this Agreement constitutes proprietary and confidential information of the Advisor and that they will keep all such advice confidentialinformation confidential and not use such information for any purpose other than evaluating the performance of the Advisor and further agree not to use such information to guide their own trading or that of any other person. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisorsystems.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(1Paragraph 3(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section Paragraph 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first last day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment to the Commodity Brokers (as defined above) of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify CMF and the General Partner Partnership upon discovery of such Errors with respect to the account and the Advisor shall use its best efforts to identify and promptly notify CMF and the General Partner Partnership of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any instructions to any Commodity Broker or such liability of other commodity broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
Samples: Management Agreement (Morgan Stanley Smith Barney Spectrum Currency Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership Agreement, and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Program (the “Program”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement without the prior written consent of the Partnership given by CMFfutures interests. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the description of the Advisor’s disclosure document for qualified eligible persons (as defined in CFTC Rule 4.7) dated September 1, 2010 PGR Mayfair Program (the “Disclosure DocumentProgram”). , attached hereto as Appendix A. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, Program as described in Appendix A attached hereto, provided that CMF and the Disclosure DocumentPartnership agree that the Advisor will manage the assets of the Partnership utilizing up to 1.5 times the leverage normally applied to the Program, unless otherwise agreed to by the Parties hereto in writing. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity futures interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity futures interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholderspartners, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first last day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct trading losses in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment losses caused by errors; provided, however, that the Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to the account and the Advisor shall use losses incurred due to errors committed or caused by it or any of its best efforts principals or employees in communicating improper trading instructions or orders to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability broker on behalf of the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
Samples: Management Agreement (Morgan Stanley Smith Barney Spectrum Strategic Lp)
DUTIES OF THE ADVISOR. (a) For Upon the commencement of trading operations by the Partnership and for the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementPrivate Placement Memorandum and Disclosure Document to be dated on or about February 23, 1998, as supplemented (the "Memorandum"), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF SBFM to be utilized by the Advisor in managing the Partnership’s 's assets. CMF SBFM has initially selected the Advisor’s Discus Program (the “Program”) 's Sole trading program to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMFSBFM. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF SBFM acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (as defined in CFTC Rule 4.7) 's Disclosure Document dated September January 1, 2010 (1998 as filed with the “Disclosure Document”)NFA and the CFTC. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF SBFM shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMFSBFM, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMFSBFM, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMFSBFM. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made to the Program, as described in the Disclosure DocumentAdvisor's Sole trading program. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program system or methodology outlined in the Memorandum in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF SBFM prior written notice of its intention to utilize such different trading system or methodology and CMF SBFM consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF SBFM of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMFSBFM. In addition, the Advisor will notify CMF SBFM of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentMemorandum. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF SBFM and receiving CMF’s SBFM's written approval. The Advisor also agrees to provide CMFSBFM, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positionsSBFM.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF SBFM to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF SBFM reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF SBFM acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF SBFM agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF SBFM may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF SBFM may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF SBFM shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s SBFM's sole discretion so that CMF SBFM may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF SBFM will not require the liquidation of specific positions by the Advisor. CMF SBFM will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that (i) the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for to any broker on behalf of the purchase or sale of futures interests for Partnership and (ii) the Partnership’s account including payment Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by any executing broker (other than any SBFM affiliate) selected by the account and Advisor, (it also being understood that SBFM, with the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker).
Appears in 1 contract
Samples: Advisory Agreement (Smith Barney Aaa Energy Fund Lp /Ny)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, forward contracts, swaps and forward contractsother derivative instruments. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s Private Placement Memorandum dated October 2010, and as supplemented (the “Memorandum”), as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Blackwater Global Program (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, as described in the Disclosure DocumentAppendix A attached hereto. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersmembers, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct trading losses in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment losses caused by errors; provided, however, that (i) the Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by it or any of its principals or employees in communicating improper trading instructions or orders to any broker on behalf of the account Partnership and (ii) the Advisor shall use its best efforts will be liable to identify and promptly notify the General Partner of Partnership with respect to losses incurred due to errors committed or caused by any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of the Advisor in relation to Errors shall be limited to compensation received executing broker (other than any CMF affiliate) selected by the Adviser from the Partnership during the previous 12 monthsAdvisor.
Appears in 1 contract
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contractsfutures, options, swaps spot and forward contracts. The Advisor may also engage in swap and other derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be (i) in accordance with the trading strategies and trading policies set forth in Section 3(b) the Partnership’s Private Placement Offering Memorandum and Disclosure Document dated as of October 31, 2013, as supplemented (the Limited Partnership Agreement“Memorandum”), and as such trading policies may be changed from time to time upon receipt by the Advisor of 10 days prior written notice of such change change, and (ii) pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Short Term Systematic Strategy Program (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the description of the Advisor’s disclosure document for qualified eligible persons (Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will shall be made to the Program, as described in Appendix A; provided that CMF, the Disclosure DocumentPartnership and the Advisor agree that the amount of leverage applied to the assets of the Partnership allocated to the Advisor by CMF shall not exceed 1.5 times the assets of the Partnership allocated to the Advisor by CMF. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially accurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account account, which will be attached as Appendix B to this Agreement, and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersits officers, directorsmanager(s), officers employees and employeesmember(s), their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets of the Partnership (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets of the Partnership to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementProspectus and Disclosure Document to be dated on or about February 1, 1998, as supplemented (the "Prospectus"), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF SBFM to be utilized by the Advisor in managing the Partnership’s 's assets. CMF SBFM has initially selected the Advisor’s Discus Program (the “Program”) 's Financial, Metal and Energy Large Portfolio to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMFSBFM. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF SBFM acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons ('s Disclosure Document dated January 20, 1998 as defined in CFTC Rule 4.7) dated September 1, 2010 (filed with the “Disclosure Document”)NFA and CFTC. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF SBFM shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMFSBFM, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMFSBFM, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMFSBFM. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made to the Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(1) of the Limited Partnership Agreement) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors with respect to the account and the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 months.'s Financial,
Appears in 1 contract
Samples: Management Agreement (Smith Barney Diversified Futures Fund L P Ii)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. The Advisor may also engage in spot, swap and other derivative transactions with the prior written approval of CMF. All such trading on behalf of the Partnership shall be (i) in accordance with the trading policies set forth in Section 3(b) the Partnership’s Private Placement Offering Memorandum and Disclosure Document dated as of December 30, 2011, as supplemented (the Limited Partnership Agreement“Memorandum”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and (ii) pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus JEM Commodity Relative Value Program (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the description of the Advisor’s disclosure document for qualified eligible persons (Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to traded by the Advisor in accordance with the Program, as described in Appendix A; provided that CMF and the Disclosure DocumentPartnership agree that, for so long as the Partnership trades through the Master Fund, the amount of leverage applied to the assets of the Partnership allocated to the Advisor by CMF shall be in accordance with the terms of the agreement by and among CMF, the Master Fund and the Advisor, dated as of October 1, 2012, as such agreement may be amended from time to time. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially accurate. Further, the Advisor will provide the Partnership in Appendix B to this Agreement, as may be amended from time to time, with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersmembers, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct trading losses in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment losses caused by errors; provided, however, that (i) the Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by it or any of its principals or employees in communicating improper trading instructions or orders to any broker on behalf of the account Partnership and (ii) the Advisor shall use its best efforts will be liable to identify and promptly notify the General Partner of Partnership with respect to losses incurred due to errors committed or caused by any trade which executing broker (other than any CMF affiliate) selected by the Advisor reasonably believes was not executed in accordance Advisor, it being understood that CMF, with its instructions. Any such liability the assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker.
Appears in 1 contract
Samples: Management Agreement (Commodity Advisors Fund L.P.)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, swaps spot and forward contracts. The Advisor may also engage in swap transactions and other derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s Private Placement Offering Memorandum and Disclosure Document dated January 31, 2013, as supplemented (the “Memorandum”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected both the Advisor’s Discus Program Asian Markets Alpha Programme and the Emerging Markets Alpha Programme (each a “Program” and collectively the “ProgramPrograms”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Programs, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will shall be made to the ProgramPrograms, as described in Appendix A attached hereto, provided that CMF, the Disclosure DocumentPartnership and the Advisor agree that for so long as the Partnership trades through the Master Fund the amount of leverage applied to the assets of the Partnership allocated to the Advisor by CMF shall be in accordance with the terms of the agreement by and among CMF, the Master Fund and the Advisor, dated as of October 1, 2013, as such agreement may be amended from time to time. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program Programs in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat confidential and they agree that in the event of a breach of such confidentiality by either one of them damages might not be a sufficient remedy and that as confidential a result injunctive or other equitable relief may be obtained in respect of any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisorsuch breach or anticipated breach.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets of the Partnership (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets of the Partnership to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations. For the avoidance of doubt, the Advisor will not be liable for any losses incurred in the Partnership’s account in respect of any such liquidation required by CMF pursuant to this Section 1(f).
(g) The Except for the losses referred to in Section 1(f), the Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, forward contracts, swaps and forward contractsother derivative instruments. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s Prospectus and Disclosure Document dated November 25, and 1998, as supplemented (the “Prospectus”), as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Blackwater Global Program (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, as described in the Disclosure DocumentAppendix A attached hereto. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersmembers, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct trading losses in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment losses caused by errors; provided, however, that (i) the Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by it or any of its principals or employees in communicating improper trading instructions or orders to any broker on behalf of the account Partnership and (ii) the Advisor shall use its best efforts will be liable to identify and promptly notify the General Partner of Partnership with respect to losses incurred due to errors committed or caused by any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of the Advisor in relation to Errors shall be limited to compensation received executing broker (other than any CMF affiliate) selected by the Adviser from the Partnership during the previous 12 monthsAdvisor.
Appears in 1 contract
Samples: Management Agreement (Global Diversified Futures Fund L.P.)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership Partnership, whether directly or indirectly through the Master Fund, allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, optionsoptions on futures contracts, swaps spot and forward contracts. The Advisor may also engage in swap transactions and other derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) the Partnership’s Confidential Private Placement Memorandum and Disclosure Document dated as of October 31, 2017, as supplemented from time to time (the Limited Partnership Agreement“Memorandum”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assetsassets allocated to it. CMF has initially selected the Advisor’s Discus AE Systematic FX Fund Program (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. The Advisor, with the prior written permission (by original, fax copy or email copy) of CMF, may enter into swaps and other derivative transactions with any swap dealer it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the swap dealer and any give-up or other fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will shall be made to the Program, as described in the Disclosure Document. Appendix A. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in Appendix A or the Disclosure DocumentMemorandum to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersits officers, directors, officers employees and employeesshareholder(s), their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF in good faith to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets Asset Value of the Partnership (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets Asset Value of the Partnership to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account account, to the extent such errors result from its negligence, bad faith, recklessness or intentional misconduct, including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount commodity brokers. In the event of an error by a broker or third party, the Commodity Brokers’ out-of-pocket costs in respect thereofAdvisor agrees to use commercially reasonable efforts to pursue an appropriate financial remedy on CMF’s and the Partnership’s behalf with the relevant broker or third party. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
Samples: Management Agreement (Ceres Tactical Currency L.P.)
DUTIES OF THE ADVISOR. (a) For Upon the commencement of trading operations by the Partnership and for the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) the Offering Memorandum and Disclosure Document dated as of April 29, 1992, as supplemented (the Limited Partnership Agreement"Memorandum"), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF SBFM to be utilized by the Advisor in managing the Partnership’s 's assets. CMF SBFM has initially selected the Advisor’s Discus 's Diversified Program (the “Program”) to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from change the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMFSBFM. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF SBFM acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons ('s Disclosure Document dated January 24, 1996 as defined in CFTC Rule 4.7) dated September 1, 2010 (filed with the “Disclosure Document”)CFTC. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF SBFM shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMFSBFM, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMFSBFM, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMFSBFM. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made to the Advisor's Diversified Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program system or methodology outlined in the Memorandum in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF SBFM prior written notice of its intention to utilize such different trading system or methodology and CMF SBFM consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF SBFM of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMFSBFM. In addition, the Advisor will notify CMF SBFM of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentMemorandum. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF SBFM and receiving CMF’s SBFM's written approval. The Advisor also agrees to provide CMFSBFM, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positionsSBFM.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF SBFM to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF SBFM reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF SBFM acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF SBFM agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF SBFM may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF SBFM may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF SBFM shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s SBFM's sole discretion so that CMF SBFM may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF SBFM will not require the liquidation of specific positions by the Advisor. CMF SBFM will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that (i) the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for to any broker on behalf of the purchase or sale of futures interests for Partnership and (ii) the Partnership’s account including payment Advisor will be liable to the Commodity Brokers Partnership with respect to losses incurred due to errors committed or caused by any executing broker (other than any SBFM affiliate) selected by the Advisor, (it also being understood that SBFM, with the assistance of the floor brokerage commissionsAdvisor, exchange, NFA fees, and other transaction charges and give-up charges incurred by will first attempt to recover such losses from the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofexecuting broker). The Advisor shall have an affirmative obligation to promptly notify will not be responsible for losses caused by circumstances outside the General Partner upon discovery of such Errors with respect to the account and the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsAdvisor's control.
Appears in 1 contract
Samples: Management Agreement (F 1000 Futures Fund Lp Series Viii)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership Partnership, whether directly or indirectly through the Master Fund, allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, optionsoptions on futures contracts, swaps spot and forward contracts. The Advisor may also engage in swap transactions and other derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading policies strategies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s current Private Placement Offering Memorandum and Disclosure Document, as supplemented (the “Memorandum”), and as such subject to the trading policies of CMF expressly set forth in Appendix A hereto (the “CMF Trading Policies”). Such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assetsassets allocated to it. CMF has initially selected the Advisor’s Discus AE Systematic FX Fund Program (the “Program”) ), as described in Appendix B attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix B. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or merchant, independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. The Advisor, with the prior written permission (by original, fax copy or email copy) of CMF, may enter into swaps and other derivative transactions with any swap dealer it chooses for execution with instructions to give-up the trades to the broker designated by CMF provided that the swap dealer and any give-up or other fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will shall be made to the Program, as described in the Disclosure Document. Appendix B. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in Appendix B or the Disclosure DocumentMemorandum, as applicable, to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersits officers, directors, officers employees and employeesshareholder(s), their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its CMF’s fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets of the Partnership (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets of the Partnership to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account account, to the extent such errors result from its negligence, bad faith, recklessness or intentional misconduct, including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount commodity brokers. In the event of an error by a broker or third party, the Commodity Brokers’ out-of-pocket costs in respect thereofAdvisor agrees to use commercially reasonable efforts to pursue an appropriate financial remedy on CMF’s and the Partnership’s behalf with the relevant broker or third party. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
Samples: Management Agreement (Ceres Tactical Systematic L.P.)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, swaps spot and forward contracts (including exchange-cleared forward contracts) and over-the-counter foreign exchange (including currency spot and swap contracts) and exchange-cleared swap contracts. The Advisor may also engage in other swap transactions and other derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementAppendix A and Appendix B attached hereto, and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Program Systematic Trend Programme (the “Program”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Appendix B without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, shall be made cleared through such commodity clearing broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage clearing rates charged therefor. However, the The Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will shall be made to the Program, as described in the Disclosure DocumentAppendix A attached hereto. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially inaccurate. Further, the Advisor will provide has provided the Partnership with a current list of all commodity interests to be traded for the Partnership’s account account, which is attached as Appendix C to this Agreement, and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approvalapproval (“Permitted Contracts”). Notwithstanding any other provision in this Agreement, no warranty, assurance or undertaking is given by the Advisor as to the performance, returns, increase in or retention of value or profitability of the Partnership’s account or that the investment objectives of the Program shall be successfully achieved, whether in whole or in part. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersmembers, managers, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations. CMF acknowledges and agrees that, in the event that CMF does not give the Advisor one business day’s prior notice in relation to reallocations or liquidations, the Advisor may not be able to implement the relevant reallocations or liquidations in the requested time frame.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereoftrades. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors (as described above) with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructionsinstructions to any broker utilized to execute orders for the Partnership.
(h) The Partnership is a Professional Client within the meaning of the FCA Rules and ISAM Funds provides its services hereunder on that basis. Nothing in this Agreement shall exclude or restrict any duty or liability to the Partnership which ISAM Funds may have under FSMA or FCA Rules. Although authorized and regulated by the FCA, ISAM Funds is entitled to and has opted out of the Financial Services Compensation Scheme (the “FSCS”). It is confirmed that in the event of ISAM Funds being wound up, no compensation is payable to the Partnership under the FSCS as the client is not an eligible claimant.
(i) ISAM Funds has in operation a written procedure in accordance with the FCA Rules for the effective consideration and proper handling of complaints from customers, and will provide a copy of the same to the Partnership on request. Any such liability complaints should be referred to the Compliance Officer of ISAM Funds. The Partnership does not have a right of complaint to the Financial Services Ombudsman in respect of any action of ISAM Funds which is or is alleged to be in breach of the FCA Rules.
(j) Subject to Section 8(a)(iii), the Advisor may aggregate transactions in relation to Errors shall be limited to compensation received by the Adviser from Permitted Contracts for the Partnership during with its own account transactions and/or those of other customers. Subject to Section 8(a)(iii), the previous 12 monthsAdvisor may also average the prices obtained so that all clients in the transaction pay or receive the same average price. Subject to Section 8(a)(iii), aggregation may on some occasions operate to the advantage of the Partnership and on other occasions to the disadvantage of the Partnership.
(k) The Advisor shall not hold cash or other assets of the Partnership.
(l) Subject to this Agreement, the Advisor may (i) arrange or effect transactions in Futures and/or Contracts for Differences (as defined for purposes of FSMA), debit the Partnership’s account with any sums required to pay or supplement any deposit or margin in support of any such transaction, and exercise its discretion in managing the Partnership’s account to settle or close outstanding obligations without reference to the Partnership or CMF. The Partnership and CMF acknowledge receipt of the Advisor’s risk disclosure with respect to the Program; and (ii) arrange or effect transactions in Permitted Contracts otherwise than through Recognised Investment Exchanges (as defined for the purposes of FSMA).
Appears in 1 contract
Samples: Management Agreement (Ceres Tactical Systematic L.P.)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership's Private Placement Offering Memorandum and Disclosure Document dated November 18, 2002, as supplemented (the "Memorandum"), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s 's assets. CMF has initially selected the Advisor’s Discus 's Diversified Program (the “"Program”") to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. CMF and the Partnership each acknowledge that the Advisor may utilize exchange for physicals transactions in its trading for the Partnership. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons ('s Disclosure Document dated November 26, 2002, as defined in CFTC Rule 4.7) dated September 1, 2010 filed with the NFA (the “"Disclosure Document”"). All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made to the Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentDocument or the Memorandum, as applicable. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s 's written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s 's sole discretion so that CMF may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ " prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that (i) the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for to any broker on behalf of the purchase or sale of futures interests for Partnership and (ii) the Partnership’s account including payment Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to the account and losses incurred due to errors committed or caused by any executing broker (other than Citigroup Global Markets Inc. or any of its affiliates) selected by the Advisor shall use its best efforts to identify and promptly notify (it also being understood that CMF, with the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker).
Appears in 1 contract
Samples: Management Agreement (Salomon Smith Barney Orion Futures Fund Lp)
DUTIES OF THE ADVISOR. (a) For the period period, and on the terms and conditions conditions, of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, swaps and forward contracts. The Advisor may also engage in swap transactions and other derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementAgreement and as described in Appendix A and Appendix B, and as such trading policies may be changed from time to time time, (i) with respect to the Partnership Agreement, upon receipt by at least five (5) days advance written notice to the Advisor and (ii) with respect to Appendix A, upon the mutual agreement of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assetsparties. CMF has initially selected determined that the Partnership assets allocated to the Advisor shall be allocated to the Advisor’s Discus Program FX Standard Strategy—MS (the “Program”) to manage or as may otherwise be mutually agreed by the Partnership’s assets allocated to itparties in writing in the future. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Appendix A and Appendix B without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (Appendix A. CMF further acknowledges receipt of the “Disclosure Document”)trading strategies and trading policies which are attached as Appendix B hereto. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. The Advisor, with the prior written permission (by original, fax copy or email copy) of CMF, may enter into swaps and other derivative transactions with any swap dealer it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the swap dealer and any give-up or other fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s ’ assets to the Advisor will be made to the Program, as described in Appendix A attached hereto; provided, however, that CMF and the Disclosure DocumentPartnership agree that the amount of assets of the Partnership allocated to the Advisor (the “Allocated Amount”) utilizing the leverage the Advisor applies to the Program, unless otherwise agreed to in writing by CMF and the Advisor. In the event that the Advisor wishes to use a trading system or methodology other than or in addition to the Program system or methodology outlined in Appendix A and Appendix B in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the The Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology investment strategy to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology the investment strategy or in markets traded to be material, the changed system or methodology investment strategy or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology investment strategy that would require a change in cause the description of the trading strategy or methods described in the Disclosure DocumentAppendix A or Appendix B to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s ’ account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one seven business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF in good faith to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines in good faith that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of the Net Assets Asset Value of the Partnership (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets Asset Value of the Partnership to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF shall notify the Advisor in writing of the Allocated Amount, and give the Advisor prior written notice (including by electronic mail) of any changes thereto in accordance with this Section 1(f). CMF may, from time to time, in its absolute discretion, select additional trading advisors and change the Allocated Amount to reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to change the Allocated Amount and make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may change the Allocated Amount to reallocate the Partnership’s ’ assets, meet margin calls on the Partnership’s ’ account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidationschanges in the Allocated Amount. CMF acknowledges that the Advisor generally expects to rebalance the foreign exchange exposure on a monthly basis, except in the following circumstances: (i) to comply with a change in the Allocated Amount; (ii) in the event that the Advisor determines that it is in the best interests of the CMF to rebalance prior to month end; (iii) such rebalancing is otherwise required in order for the Advisor to comply with the provisions of this Agreement.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s ’ account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
Samples: Management Agreement (Ceres Tactical Currency L.P.)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) the Prospectus and Disclosure Document dated as of February 17, 1994, as supplemented (the Limited Partnership Agreement"Prospectus"), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF SBFM to be utilized by the Advisor in managing the Partnership’s 's assets. CMF SBFM has initially selected the Advisor’s Discus 's Volatility Hedge Program (the “"VHP Program”") to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMFSBFM. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF SBFM acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons ('s Disclosure Document dated March 31, 1999 as defined in filed with the NFA and CFTC Rule 4.7) dated September 1, 2010 (the “"Disclosure Document”"). All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF SBFM shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMFSBFM, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMFSBFM, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMFSBFM. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s 's assets (initially a notional amount of $75 million) to the Advisor will be made to the Advisor's VHP Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program system or methodology outlined in the Disclosure Document in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF SBFM prior written notice of its intention to utilize such different trading system or methodology and CMF SBFM consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF SBFM of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMFSBFM. In addition, the Advisor will notify CMF SBFM of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF SBFM and receiving CMF’s SBFM's written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF SBFM to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF SBFM reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF SBFM acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF SBFM agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF SBFM may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF SBFM may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF SBFM shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s SBFM's sole discretion so that CMF SBFM may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF SBFM will not require the liquidation of specific positions by the Advisor. CMF SBFM will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations. The Advisor may refuse to accept any additional allocations to its management.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that (i) the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for to any broker on behalf of the purchase or sale of futures interests for Partnership and (ii) the Partnership’s account including payment Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by any executing broker (other than any SBFM affiliate) selected by the account and Advisor, (it also being understood that SBFM, with the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker).
Appears in 1 contract
Samples: Management Agreement (Smith Barney Diversified Futures Fund Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-attorneys in fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership's Prospectus and Disclosure Document dated November 25, 1998, as supplemented (the "Prospectus"), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF SBFM to be utilized by the Advisor in managing the Partnership’s 's assets. CMF SBFM has initially selected the Advisor’s Discus 's Diversified Program (the “"Program”") to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMFSBFM. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF SBFM acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons ('s Disclosure Document dated July 18, 2000 as defined in filed with the NFA and CFTC Rule 4.7) dated September 1, 2010 (the “"Disclosure Document”"). All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF SBFM shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMFSBFM, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMFSBFM, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMFSBFM. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made to the Advisor's Diversified Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the system or methodology outlined in the description of the Diversified Program in the Disclosure Document in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF SBFM prior written notice of its intention to utilize such different trading system or methodology and CMF SBFM consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF SBFM of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMFSBFM. In addition, the Advisor will notify CMF SBFM of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF SBFM and receiving CMF’s SBFM's written approval. The Advisor also agrees to provide CMFSBFM, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMFSBFM. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF SBFM to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF SBFM reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF SBFM acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF SBFM agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF SBFM may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF SBFM may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF SBFM shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s SBFM's sole discretion so that CMF SBFM may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF SBFM will not require the liquidation of specific positions by the Advisor. CMF SBFM will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that (i) the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for to any broker on behalf of the purchase or sale of futures interests for Partnership and (ii) the Partnership’s account including payment Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by any executing broker (other than any SBFM affiliate) selected by the account and Advisor, it being understood that SBFM, with the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker.
Appears in 1 contract
Samples: Management Agreement (Salomon Smith Barney Global Diversified Futures Fund L P)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. The Advisor may also engage in swaps transactions and other derivative transactions on behalf of the Partnership with the prior approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s Prospectus dated November 25, 2002, as supplemented from time to time (the “Prospectus”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus PGR Mayfair Program (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, Program as described in the Disclosure DocumentAppendix A attached hereto. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholderspartners, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct trading losses in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment losses caused by errors; provided, however, that the Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to the account and the Advisor shall use losses incurred due to errors committed or caused by it or any of its best efforts principals or employees in communicating improper trading instructions or orders to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability broker on behalf of the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
Samples: Management Agreement (Diversified 2000 Futures Fund L.P.)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner SBFM in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) the Partnership's Prospectus dated as of July 12, 1995 (as supplemented, the Limited Partnership Agreement"Prospectus"), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF SBFM to be utilized by the Advisor in managing the Partnership’s 's assets. CMF SBFM has initially selected the Advisor’s Discus 's Managed Account Program (the “Program”) to manage the Partnership’s 's assets allocated to itthe Advisor. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMFSBFM. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding The Advisor will have no responsibility for the authority granted to the Advisor in Section 1(a) management of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds's assets invested in Zero Coupon U.S. Treasury obligations.
(b) CMF SBFM acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (as defined in CFTC Rule 4.7) 's Disclosure Document dated September May 1, 2010 2002, as filed with the NFA and the CFTC (the “"Disclosure Document”"). All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF SBFM shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMFSBFM, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMFSBFM, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMFSBFM. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of not less than $500,000 of the Partnership’s 's assets to the Advisor will be made to the Advisor's Managed Account Program (the "Program, as described in the Disclosure Document"). In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF SBFM prior written notice of its intention to utilize such different trading system or methodology and CMF SBFM consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five [five] days’ ' prior written notice to CMF SBFM of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for on behalf of the Partnership without the prior written consent of CMFSBFM. In addition, the Advisor will notify CMF SBFM of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with Schedule A to this Agreement provides a current list of all commodity interests to that may be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF SBFM and receiving CMF’s SBFM's written approval. The Advisor also agrees to provide CMFSBFM, on a monthly basis, with a written report of the assets under the Advisor’s 's management (including notional and committed funds) together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMFSBFM. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF SBFM to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF SBFM reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF SBFM acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF SBFM may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF SBFM may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF SBFM shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s SBFM's sole discretion so that CMF SBFM may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF SBFM will not require the liquidation of specific positions by the Advisor. CMF SBFM will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account, including losses caused by errors; provided however that the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by the Advisor or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating incorrect trading instructions or orders for the purchase or sale to any broker on behalf of futures interests for the Partnership’s account including payment .
(h) SBFM and the Partnership agree that the Advisor may disclose to third parties that the Commodity Brokers Advisor manages assets of SBFM and the floor brokerage commissionsPartnership and the general level of such assets; provided, exchangehowever, NFA feesthat no written description of SBFM, and other transaction charges and give-up charges incurred the Partnership or any of their affiliates may be distributed by the Commodity Broker on such trades but only for Advisor without the amount prior written consent of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors with respect to the account and the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsSBFM.
Appears in 1 contract
Samples: Management Agreement (Smith Barney Principal Plus Futures Fund Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, swaps spot and forward contracts. The Advisor may also engage in swap transactions and other derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b8(c) of the Limited Partnership Agreement, and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Program Asian Markets Alpha Programme (the “Program”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, as described in Appendix A, provided that CMF and the Disclosure DocumentPartnership agree that, for so long as the Partnership trades through the Master Fund, the amount of leverage applied to the assets of the Partnership allocated to the Advisor by CMF shall be in accordance with the terms of the agreement by and among CMF, the Master Fund and the Advisor, dated as of September 1, 2012, as such agreement may be amended from time to time. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF, which shall not be unreasonably withheld or delayed. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF in good faith to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines in good faith that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat confidential and they agree that in the event of a breach of such confidentiality by either one of them damages might not be a sufficient remedy and that as confidential a result injunctive or other equitable relief may be obtained in respect of any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisorsuch breach or anticipated breach.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets of the Partnership (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets of the Partnership to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations. For the avoidance of doubt, the Advisor will not be liable for any losses incurred in the Partnership’s account in respect of any such liquidation required by CMF pursuant to this Section 1(f).
(g) The Except for the losses referred to in Section 1(f), the Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
Samples: Management Agreement (Morgan Stanley Smith Barney Spectrum Currency & Commodity L.P.)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, effective February 1, 2019, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership Partnership, whether directly or indirectly through the Master Fund, allocated to it from time to time by CMF in the General Partner instruments listed in commodity interestsAppendix C of this agreement, including commodity futures contracts, options, swaps as amended from time to time. The Advisor may also engage in swap transactions and forward contractsother derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be (i) in accordance with the trading policies of CMF expressly set forth in Section 3(b) of the Limited Partnership Agreement, and Appendix A hereto as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change (the “CMF Trading Policies”), provided that the Advisor shall notify CMF of its inability to comply with the new CMF Trading Policies within one (1) business day of notice of such change, and (ii) pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assetsassets allocated to it. CMF has initially selected the Advisor’s Discus Program ADG Systematic Macro Fund’s strategy (the “ProgramStrategy”) ), as described in Appendix B attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement CMF Trading Policies without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Strategy, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix B. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or merchant, independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. The initial list of approved executing brokers is attached as Appendix D hereto. The Advisor, with the prior written permission (by original, fax copy or email copy) of CMF, may enter into swaps and other derivative transactions with any swap dealer it chooses for execution with instructions to give-up the trades to the broker designated by CMF provided that the swap dealer and any give-up or other fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will shall be made to invested in accordance with the ProgramStrategy, as described in Appendix B. The Partnership and the Disclosure DocumentAdvisor agree that the Advisor shall trade the initial allocation, either directly or indirectly through the Master Fund, at a trading level confirmed to the Advisor by CMF, which initially shall be traded at a target annualized volatility of 20%. Where due notice is provided, the Advisor agrees to run the Strategy at the trading level requested by CMF by written notice to xxxxxxxxxxx@xxxxxxxxxxxx.xxx indicating the new target annualized volatility and the effective date of the new trading level. This will be acknowledged and confirmed in writing by the Advisor. This trading level can be increased at the agreement of both the Advisor and CMF. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program Strategy in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five business days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in Appendix B or the Partnership’s current Confidential Private Placement Offering Memorandum and Disclosure DocumentDocument (“Memorandum”), as applicable, to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account (which is attached hereto as Appendix C) and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. Monthly reports will be deemed to be delivered when received by email at the email address(es) for notices indicated in Section 12. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign margin, non-U.S. dollar-based positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersits officers, directors, officers directors and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its CMF’s fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets Asset Value of the Partnership (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets Asset Value of the Partnership to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations, after which the Advisor will have a maximum of two business days to effect the specified liquidation. CMF and the Advisor acknowledge that, should the amount of the Partnership’s assets under the Advisor’s management be increased, this notice period may be extended upon the mutual consent of the parties, which consent shall not be unreasonably withheld.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account account, including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors caused by the Advisor or any of its executing brokers identified in Appendix D with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, swaps spot and forward contracts (including exchange-cleared forward contracts) and over-the-counter foreign exchange (including currency spot and swap contracts) and exchange-cleared swap contracts. The Advisor may also engage in other swap transactions and other derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementAppendix A and Appendix B attached hereto, and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Program Systematic Trend Programme (the “Program”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Appendix B without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, shall be made cleared through such commodity clearing broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage clearing rates charged therefor. However, the The Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will shall be made to the Program, as described in the Disclosure DocumentAppendix A attached hereto. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially inaccurate. Further, the Advisor will provide has provided the Partnership with a current list of all commodity interests to be traded for the Partnership’s account account, which is attached as Appendix C to this Agreement, and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approvalapproval (“Permitted Contracts”). Notwithstanding any other provision in this Agreement, no warranty, assurance or undertaking is given by the Advisor as to the performance, returns, increase in or retention of value or profitability of the Partnership’s account or that the investment objectives of the Program shall be successfully achieved, whether in whole or in part. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersmembers, managers, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations. CMF acknowledges and agrees that, in the event that CMF does not give the Advisor one business day’s prior notice in relation to reallocations or liquidations, the Advisor may not be able to implement the relevant reallocations or liquidations in the requested time frame.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereoftrades. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors (as described above) with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructionsinstructions to any broker utilized to execute orders for the Partnership.
(h) The Partnership is a Professional Client within the meaning of the FCA Rules and ISAM Europe provides its services hereunder on that basis. Nothing in this Agreement shall exclude or restrict any duty or liability to the Partnership which ISAM Europe may have under FSMA or FCA Rules. Although authorized and regulated by the FCA, ISAM Europe is entitled to and has opted out of the Financial Services Compensation Scheme (the “FSCS”). It is confirmed that in the event of ISAM Europe being wound up, no compensation is payable to the Partnership under the FSCS as the client is not an eligible claimant.
(i) ISAM Europe has in operation a written procedure in accordance with the FCA Rules for the effective consideration and proper handling of complaints from customers, and will provide a copy of the same to the Partnership on request. Any such liability complaints should be referred to the Compliance Officer of ISAM Europe. The Partnership does not have a right of complaint to the Financial Services Ombudsman in respect of any action of ISAM Europe which is or is alleged to be in breach of the FCA Rules.
(j) Subject to Section 8(a)(iii), the Advisor may aggregate transactions in relation to Errors shall be limited to compensation received by the Adviser from Permitted Contracts for the Partnership during with its own account transactions and/or those of other customers. Subject to Section 8(a)(iii), the previous 12 monthsAdvisor may also average the prices obtained so that all clients in the transaction pay or receive the same average price. Subject to Section 8(a)(iii), aggregation may on some occasions operate to the advantage of the Partnership and on other occasions to the disadvantage of the Partnership.
(k) The Advisor shall not hold cash or other assets of the Partnership.
(l) Subject to this Agreement, the Advisor may (i) arrange or effect transactions in Futures and/or Contracts for Differences (as defined for purposes of FSMA), debit the Partnership’s account with any sums required to pay or supplement any deposit or margin in support of any such transaction, and exercise its discretion in managing the Partnership’s account to settle or close outstanding obligations without reference to the Partnership or CMF. The Partnership and CMF acknowledge receipt of the Advisor’s risk disclosure with respect to the Program; and (ii) arrange or effect transactions in Permitted Contracts otherwise than through Recognised Investment Exchanges (as defined for the purposes of FSMA).
Appears in 1 contract
Samples: Management Agreement (Tactical Diversified Futures Fund L.P.)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, swaps and forward contractsoptions on futures. The Advisor may also engage in swap and other derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be i) in accordance with the trading strategies and trading policies set forth in Section 3(b) the Partnership’s Private Placement Offering Memorandum and Disclosure Document dated as of March 21, 2016, as supplemented (the Limited Partnership Agreement“Memorandum”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and ii) pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Discretionary Energy Program (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the description of the Advisor’s disclosure document for qualified eligible persons (Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. The Advisor, with the prior written permission (by original, fax copy or email copy) of CMF, may enter into swaps and other derivative transactions with any swap dealer it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the swap dealer and any give-up or other fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will shall be made to the Program, as described in Appendix A; provided that CMF, the Disclosure DocumentPartnership and the Advisor agree that the initial amount of leverage applied to the assets of the Partnership allocated to the Advisor by CMF shall be 1.5 times the assets of the Partnership allocated to the Advisor by CMF, and, provided further, that CMF, the Partnership and the Advisor may agree in writing to change the amount of leverage applied to the assets of the Partnership allocated to the Advisor by CMF from time to time. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially accurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersits manager(s), directors, officers employees and employeesmember(s), their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets of the Partnership (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets of the Partnership to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or directly caused by it to the extent such errors result from its negligence, fraud or willful bad faith, recklessness, intentional misconduct in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereoftrades. The Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the commodity brokers. For the avoidance of doubt, the Advisor shall not assume any financial responsibility for any errors committed or caused by a broker or other third party responsible for effecting transactions. In the event of an error by a broker or third party, the Advisor agrees to use commercially reasonable efforts to pursue an appropriate financial remedy on CMF’s and the Partnership’s behalf with the relevant broker or third party. Upon the Advisor’s notice thereof, the Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) the Prospectus and Disclosure Document dated as of April 30, 1998, as supplemented (the Limited Partnership Agreement"Prospectus"), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF SBFM to be utilized by the Advisor in managing the Partnership’s 's assets. CMF SBFM has initially selected the Advisor’s Discus 's Volatility Hedge Program (the “"VHP Program”") to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMFSBFM. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF SBFM acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons ('s Disclosure Document, dated December 31, 1999, as defined in filed with the NFA and CFTC Rule 4.7) dated September 1, 2010 (the “"Disclosure Document”"). All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF SBFM shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMFSBFM, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMFSBFM, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMFSBFM. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy). SBFM will cause the Partnership's commodity brokers to provide the Advisor with copies of all confirmation, purchase and sale, monthly and similar statements at the time such statements are available to SBFM.
(c) The initial allocation of the Partnership’s 's assets (initially a notional amount of $100 million) to the Advisor will be made to the Advisor's VHP Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the VHP Program as outlined in the Disclosure Document in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF SBFM prior written notice of its intention to utilize such different trading system or methodology and CMF SBFM consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF SBFM of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMFSBFM. In addition, the Advisor will notify CMF SBFM of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF SBFM and receiving CMF’s SBFM's written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF SBFM to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF SBFM reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF SBFM acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF SBFM agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF SBFM may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF SBFM may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF SBFM shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s SBFM's sole discretion so that CMF SBFM may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF SBFM will not require the liquidation of specific positions by the Advisor. CMF SBFM will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations. The Advisor may refuse to accept any additional allocations to its management.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that (i) the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for to any broker on behalf of the purchase or sale of futures interests for Partnership and (ii) the Partnership’s account including payment Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to the account and losses incurred due to errors committed or caused by any executing broker (other than Salomon Smith Barney Inc. or xxx xx xxx xxfixxxxxx) selected by the Advisor shall use its best efforts to identify and promptly notify (it also being understood that SBFM, with the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker).
Appears in 1 contract
Samples: Management Agreement (Smith Barney Diversified Futures Fund L P Ii)
DUTIES OF THE ADVISOR. (a) For Upon the commencement of trading operations by the Partnership and for the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, forward contracts, swaps and forward contractsother derivative instruments. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s Private Placement Memorandum to be dated on or about October, and 2003, as supplemented (the “Memorandum”), as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Diversified Program (the “Program”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document Information Memorandum for qualified eligible persons (as defined in CFTC Rule 4.7) Qualified Eligible Persons dated September 1September, 2010 2003 (the “Disclosure Document”). All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Advisor’s Diversified Program (the “Program”), as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct trading losses in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment losses caused by errors; provided, however, that (i) the Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by it or any of its principals or employees in communicating improper trading instructions or orders to any broker on behalf of the account Partnership and (ii) the Advisor shall use its best efforts will be liable to identify and promptly notify the General Partner of Partnership with respect to losses incurred due to errors committed or caused by any trade which executing broker (other than any CMF affiliate) selected by the Advisor reasonably believes was not executed in accordance Advisor, (it also being understood that CMF, with its instructions. Any such liability the assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker).
Appears in 1 contract
Samples: Management Agreement (Citigroup Emerging Cta Portfolio Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in listed exchange traded natural gas futures and options on futures contracts. The Advisor may also trade other commodity interests, including other commodity futures contracts, options, swaps and options on futures contracts and spot and forward contracts. The Advisor may also engage in swap and other derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be in accordance with (i) the trading policies expressly set forth in Section 3(b) of Appendix B hereto (the Limited Partnership Agreement“CMF Trading Policies”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant (ii)pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Energy Trading Program (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement CMF Trading Policies without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the description of the Advisor’s disclosure document for qualified eligible persons (Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. The Advisor, with the prior written permission (by original, fax copy or email copy) of CMF, may enter into swaps and other derivative transactions with any swap dealer it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the swap dealer and any give-up or other fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will shall be made to the Program, as described in the Disclosure Document. Appendix A. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially accurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account account, which will be attached as Appendix C to this Agreement, and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersits members, directors, officers officers, and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets of the Partnership (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets of the Partnership to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
Samples: Management Agreement (Ceres Tactical Commodity L.P.)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, forward contracts, swaps and forward contractsother derivative instruments. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s Prospectus and Disclosure Document dated November 25, and 1998, as supplemented (the “Prospectus”), as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Energy Program (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, as described in the Disclosure DocumentAppendix A attached hereto. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersmembers, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to the Advisor’s trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct trading losses in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment losses caused by errors; provided, however, that (i) the Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by it or any of its principals or employees in communicating improper trading instructions or orders to any broker on behalf of the account Partnership and (ii) the Advisor shall use its best efforts will be liable to identify and promptly notify the General Partner of Partnership with respect to losses incurred due to errors committed or caused by any trade which executing broker (other than any CMF affiliate) selected by the Advisor reasonably believes was not executed in accordance Advisor, it also being understood that CMF, with its instructions. Any such liability the assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker.
Appears in 1 contract
Samples: Management Agreement (Global Diversified Futures Fund L.P.)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, swaps and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership's Private Placement Offering Memorandum and Disclosure Document dated November 21, 2005, as supplemented (the ‘‘Memorandum’’), and as such trading policies may be changed from time to time Table of Contents upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s 's assets. CMF has initially selected the Advisor’s Discus Program 's Energy Program-Futures and Swaps (the “‘‘Program”’’) to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons ('s draft Disclosure Document dated March 31, 2006, as defined in CFTC Rule 4.7) dated September 1, 2010 (filed with the “Disclosure Document”)NFA and the CFTC. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements agreement (by either original or fax copy).
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made to the Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program system or methodology outlined in the Memorandum in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentMemorandum. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s 's written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“‘‘principals”’’), partners, shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that Table of Contents they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s 's sole discretion so that CMF may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that (i) the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for to any broker on behalf of the purchase or sale of futures interests for Partnership and (ii) the Partnership’s account including payment Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by any executing broker (other than any CMF affiliate) selected by the account and Advisor, (it also being understood that CMF, with the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker).
Appears in 1 contract
Samples: Management Agreement (Salomon Smith Barney Orion Futures Fund Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-attorneys in fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time time, in accordance with the terms hereof, by the General Partner CMF in commodity interests, including commodity futures contractsfutures, optionsoptions on futures, swaps spot and forward contracts (including over-the-counter forward foreign currency contracts). The Advisor may also engage in other swap and derivative transactions on behalf of the Partnership with the prior written approval of CMF, such approval not to be unreasonably withheld or delayed. All such trading on behalf of the Partnership shall be (i) in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementAppendix A, and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and (ii) pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus BlueTrend Program (the “Program”) ), as described in Appendix B attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Appendix A without the prior written consent of the Partnership given on its behalf by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the description of the Advisor’s disclosure document for qualified eligible persons (Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix B. All trades made by the Advisor for the account of the Partnership shall be made through such clearing commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such clearing broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, The Advisor may direct the Advisorexecution of any and all trades in commodity futures and options to any futures commission merchant or independent floor broker listed on Appendix C or, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct all trades in commodity futures and options such permission not to a be unreasonably withheld or delayed, any other futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the clearing broker designated by CMF, provided that the new futures commission merchant or independent floor broker and any new give-up or floor brokerage fees are approved in advance by CMF, such approval not to be unreasonably withheld or delayed. The Advisor may enter into over-the-counter forward foreign currency transactions with any over-the-counter foreign exchange dealer listed on Appendix C or, with the prior written permission (by original, fax copy or email copy) of CMF, such permission not to be unreasonably withheld or delayed, any other over-the-counter foreign exchange dealer it chooses for execution with instructions to give-up the trades to the clearing broker designated by CMF, provided that the new over-the-counter foreign exchange dealer and any new give-up or other fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all relevant parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy). CMF agrees that it will confirm the authority of the Advisor to any futures commission merchant, independent floor brokers, counterparties and/or brokers (each, an “Approved Counterparty”) specified in Appendix C, and any further permitted brokers and/or counterparties, and ratify such contracts, agreements and undertakings in connection with the obligations on request, in each case in connection with the Advisor’s duties and obligations under this Agreement.
(c) The initial allocation of the Partnership’s assets to the Advisor will shall be made to the Program, as described in the Disclosure Document. Appendix B. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentAppendix B to be materially accurate. Further, the Advisor will provide has provided the Partnership with a current list of all commodity interests and other swap and derivative transactions to be traded for the Partnership’s account which is set forth in Appendix D hereto, and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval, such approval not to be unreasonably withheld or delayed. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business, including, but not limited to, changes to its principals as defined in Part 4 of the CFTC’s regulations (“principals”), main business office and material changes to its ownership, not previously reported to CMF. The Advisor further agrees that it will convert foreign currency hedge all realized non-U.S. dollar balances in excess of US$100,000 (that are not required to margin positions denominated in a foreign non-U.S. dollar currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents on a monthly basis, based on balances provided to the Advisor by Xxxxxx Xxxxxxx & Co. LLC, in individual foreign currencies of more than 2% of its role as the allocated assets including nominal assets will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positionsPartnership’s clearing broker, or any other clearing broker selected by CMF consistent with Section 2(b).
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersits officers, directors, officers employees and employees, their trading performance and general trading methodsshareholder(s), its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made disclosed by the Partnership in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d2(d) and 4(d5(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order, but subject always to any applicable confidentiality obligations. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results in accordance with the provisions of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisorthis Agreement.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets of the Partnership (as defined in Section 7(d)(14(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion, subject to Section 2(f) below). The designation of other trading advisors and the apportionment or reapportionment of Net Assets of the Partnership to any such trading advisors pursuant to this Section 1 2 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two daysBusiness Days’ prior notice to the Advisor of any reallocations or liquidations. Business Day means a day on which banks in London and New York are ordinarily open for business.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud bad faith, recklessness, intentional misconduct, a breach of its fiduciary obligations to the Partnership as a commodity trading advisor, or willful misconduct a material breach of a material term of this Agreement, to the Partnership as a commodity trading advisor, in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereoftrades. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 10(a)(iii), following becoming aware of, of any trade errors with respect to the account account, and the Advisor shall use its best reasonable efforts to identify and promptly notify CMF and the General Partner administrator of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability instructions to any broker utilized to execute orders for the Partnership in accordance with Section 10(a)(iii).
(h) Notwithstanding anything to the contrary in this Agreement, the Advisor shall not be under any obligation to take legal action, or any representative or class action (or similar) in behalf of or in connection with the Partnership or CMF.
(i) In the event of any obligation of disclosure being imposed on the Advisor by any applicable legislation or regulatory requirement with respect to any position of the Partnership, the Advisor in relation shall, to Errors shall be limited the extent permitted by applicable law, make the appropriate disclosure or, if not so permitted, notify CMF without undue delay of the obligation of disclosure and the transaction giving rise to compensation received by the Adviser from the Partnership during the previous 12 monthssuch obligation.
Appears in 1 contract
DUTIES OF THE ADVISOR. (a) For Upon the commencement of trading operations by the Partnership and for the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner SBFM in commodity interests, including commodity futures contracts, options, swaps and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s Prospectus and Disclosure Document to be dated on or about December 31, 2002, as supplemented from time to time (the “Prospectus”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF SBFM to be utilized by the Advisor in managing the Partnership’s assets. CMF SBFM has initially selected the Advisor’s Discus Select Investment Program (using the “Program”) Advisor’s Argo Trading System to manage the Partnership’s assets allocated to itthe Advisor. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMFSBFM. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding SBFM and the authority granted to Partnership each acknowledge that the Advisor may utilize exchange for physicals transactions in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to its trading for the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF SBFM acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (Disclosure Document dated April 17, 2002, as defined in CFTC Rule 4.7) dated September 1, 2010 (filed with the “Disclosure Document”)NFA and the CFTC. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF SBFM shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMFSBFM, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMFSBFM, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMFSBFM. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy)) and the Advisor shall have no responsibility for such payment. SBFM will cause the Partnership’s commodity brokers to provide the Advisor with copies of all confirmation, purchase and sale, monthly and similar statements at the time such statements are available to SBFM.
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Advisor’s Select Investment Program, as described to be traded using the Argo Trading System (the “Program”). Upon the commencement of trading the Advisor’s allocation shall be 25% of the Partnership’s assets. The percentage allocation of the Partnership’s assets to the Advisor after the initial allocation shall be determined by SBFM in the Disclosure Documentits sole discretion. The Advisor will not be allocated any notional funds. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program as outlined in the Prospectus in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF SBFM prior written notice of its intention to utilize such different trading system or methodology and CMF SBFM consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF SBFM of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMFSBFM. In addition, the Advisor will notify CMF SBFM of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in any prospectus of the Disclosure DocumentPartnership. Non-material changes in the trading systems utilized on behalf of the Partnership may be instituted without prior written approval. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF SBFM and receiving CMFSBFM’s written approval. The Advisor also agrees to provide CMFSBFM, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMFSBFM. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions. The parties acknowledge that if Net Assets of the Partnership under the Advisor’s management fall below $750,000, the Advisor may not be able to trade the Program in full.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customerscustomers or other information deemed by the Advisor to be proprietary and confidential) and otherwise as are required in the reasonable judgment of CMF SBFM to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF SBFM reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF SBFM acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF SBFM agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor. SBFM and the Partnership shall not distribute any description of the Advisor, its principals, or its or their trading performance without the prior written consent of the Advisor.
(e) The Advisor understands and agrees that CMF SBFM may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder. If Net Assets of the Partnership under the Advisor’s management fall below $750,000, the Advisor may terminate this Agreement immediately.
(f) CMF SBFM may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF SBFM shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMFSBFM’s sole discretion so that CMF SBFM may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF SBFM will not require the liquidation of specific positions by the Advisor. CMF SBFM will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct trading losses in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment losses caused by errors committed by any commodity broker/dealer selected by SBFM; provided, however, that (i) the Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by it or any of its principals or employees in communicating improper trading instructions or orders to any broker on behalf of the account Partnership and (ii) the Advisor shall use will be liable to the Partnership with respect to losses incurred due to errors committed or caused by any executing broker (other than Xxxxxxx Xxxxx Xxxxxx Inc. or any of its best efforts to identify and promptly notify the General Partner of any trade which affiliates) selected by the Advisor reasonably believes was not executed in accordance (it also being understood that SBFM, with its instructions. Any such liability the assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker).
Appears in 1 contract
Samples: Management Agreement (Citigroup Diversified Futures Fund Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps forward contracts and forward contractsother derivative instruments. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s Private Placement Memorandum dated March 2006, and as supplemented (the “Memorandum”), as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Energy Program (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to traded by the Advisor in accordance with the Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholderspartner(s), directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor’s trading systems.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct trading losses in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment losses caused by errors; provided, however, that (i) the Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by it or any of its principals or employees in communicating improper trading instructions or orders to any broker on behalf of the account Partnership and (ii) the Advisor shall use its best efforts will be liable to identify and promptly notify the General Partner of Partnership with respect to losses incurred due to errors committed or caused by any trade which executing broker (other than any CMF affiliate) selected by the Advisor reasonably believes was not executed in accordance Advisor, it being understood that CMF, with its instructions. Any such liability the assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker.
Appears in 1 contract
Samples: Management Agreement (Citigroup Emerging Cta Portfolio Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) the Partnership’s Prospectus and Disclosure Document dated as of April 23, 2010, as supplemented (the Limited Partnership Agreement“Prospectus”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Program (the “Program”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”)2010. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the system or methodology outlined in the description of the Program in the Prospectus in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentProspectus. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors with respect to the account and the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 months.
Appears in 1 contract
Samples: Management Agreement (Tactical Diversified Futures Fund L.P.)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it the Advisor from time to time by CMF in futures interests. The Advisor may also engage in swap transactions and other derivatives transactions on behalf of the General Partner in commodity interests, including commodity futures contracts, options, swaps and forward contractsPartnership with the prior approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading policies (the “Trading Policies”) set forth in Section 3(b) of the Partnership’s Limited Partnership AgreementAgreement and as described in Appendix A, and as such trading policies Trading Policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Xxxx River Commodity Program at 150% Leverage (the “Program”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies Trading Policies set forth in the Limited Partnership Agreement and Appendix A without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding CMF and the authority granted to Advisor each acknowledge that the description of the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF Partnership’s letter to direct the investment investors and reinvestment of such fund’s assets, effective monthly report is in draft form as of the date time of the signing of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such fundsAgreement.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, email or fax copy) of CMF, may direct any and all trades in commodity futures and options interests to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original original, email or fax copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program system or methodology outlined in Appendix A in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice not make any changes to CMF of any change in the trading system or methodology to be utilized for the Partnership or in the markets traded for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership material without the providing five days’ prior written consent of notice to CMF and obtaining CMF’s prior written consent. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in Appendix A, even if the Disclosure DocumentAdvisor deems such changes not to be material. Further, the Advisor will provide the Partnership with a current list of all commodity futures interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity futures interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customerscustomers or any other information which the Advisor is required by applicable law to keep confidential) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections Paragraphs 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the all trading and investment advice and information to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice and/or information confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to the Advisor’s trading systems obtained from the Advisor.
(e) The Subject to Paragraph 8(b)(iv) hereof, the Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(1Paragraph 3(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section Paragraph 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) Subject to Paragraph 8(b)(iv) hereof, CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first last day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Paragraph 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
Samples: Management Agreement (Morgan Stanley Smith Barney Spectrum Currency Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. All such trading on behalf of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be in accordance with the trading policies set forth in Section 3(b) the Partnership's Prospectus dated as of May 31, 1996, as supplemented from time to time (the Limited Partnership Agreement"Prospectus"), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s 's assets. CMF has initially selected the Advisor’s Discus 's Energy Program (the “"Program”") to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons ('s Disclosure Document dated March 20, 2009, as defined in CFTC Rule 4.7) dated September 1, 2010 filed with the NFA (the “"Disclosure Document”"). All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made to the Program, Program as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program system or methodology outlined in the Disclosure Document in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s 's written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), partners, shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as such term is defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s 's sole discretion so that CMF may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that (i) the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for to any broker on behalf of the purchase or sale of futures interests for Partnership and (ii) the Partnership’s account including payment Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by any executing broker (other than any CMF affiliate) selected by the account and Advisor, (it also being understood that CMF, with the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker).
Appears in 1 contract
Samples: Advisory Agreement (Smith Barney Diversified Futures Fund L P Ii)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, contracts and options, swaps . The Advisor may also engage in swap transactions and forward contractsother derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s Private Placement Offering Memorandum and Disclosure Document dated January 31, 2013, as supplemented (the “Memorandum”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Program Principle Commodity Futures trading program (the “Program”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (Disclosure Document dated as defined in CFTC Rule 4.7) dated September of November 1, 2010 2012 (the “Disclosure Document”). All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, Program as described in the Disclosure DocumentMemorandum, provided that CMF and the Partnership agree that for so long as the Partnership trades through the Master Fund the amount of leverage applied to the assets of the Partnership allocated to the Advisor by CMF shall be in accordance with the terms of the agreement by and among CMF, the Master Fund and the Advisor, dated as of March 1, 2013, as such agreement may be amended from time to time. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require cause a change in the description of the trading strategy or methods described in the Disclosure DocumentDocument or the Memorandum, as applicable, to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersmembers, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets of the Partnership (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets of the Partnership to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, negligence fraud or willful misconduct in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereoftrades. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
DUTIES OF THE ADVISOR. (a) For Upon the commencement of trading operations by the Company and for the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the PartnershipCompany’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership Company allocated to it from time to time by the General Partner SFM in commodity interests, including commodity futures contracts, options, swaps contracts, forward contracts and forward contractsphysical commodities. The Advisor will not be allocated nominal funds. All such trading on behalf of the Partnership Company shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementPrivate Placement Offering Memorandum and Disclosure Document dated September 1, 2011, as supplemented (the “Memorandum”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice from SFM of such change and pursuant to the trading strategy selected by CMF SFM to be utilized by the Advisor in managing the PartnershipCompany’s assets. CMF SFM has initially selected the Advisor’s Discus Energy Program — Futures and Swaps as described in the Memorandum and in the Advisor’s Disclosure Document (defined below) (the “Program”) to manage the PartnershipCompany’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMFSFM. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership Company will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF SFM acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons Disclosure Document dated January 31, 2011 as filed with the NFA (as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). All trades made by the Advisor for the account of the Partnership Company, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF SFM shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership Company or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax or fax email copy) of CMFSFM, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMFSFM, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMFSFM. All give-up or similar fees relating to the foregoing shall be paid by the Partnership Company after all parties have executed the relevant give-up agreements (by either original original, fax or fax email copy).
(c) The initial allocation of the PartnershipCompany’s assets to the Advisor will be made to the Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program system or methodology outlined in the Memorandum in connection with its trading for the PartnershipCompany, either in whole or in part, it may not do so unless the Advisor gives CMF SFM prior written notice of its intention to utilize such different trading system or methodology and CMF SFM consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF SFM of any change in the trading system or methodology to be utilized for the Partnership Company which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership Company without the prior written consent of CMFSFM. In addition, the Advisor will notify CMF SFM of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentMemorandum. Further, the Advisor will provide the Partnership Company with a current list of all commodity interests to be traded for the PartnershipCompany’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF SFM and receiving CMFSFM’s written approval. The Advisor also agrees to provide CMFSFM, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMFSFM. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership Company regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholderspartners, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF SFM to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) the previous sentence and Paragraph 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF SFM reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership Company or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership Company and CMF SFM acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF SFM agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor. Notwithstanding the foregoing, the Advisor agrees that SFM may disclose information related to the Advisor to any governmental authority, court or self regulatory organization as may be required by Federal or state law, court order or NFA rule or order and, further, SFM may provide descriptions of the Advisor and the Program to any affiliated or unaffiliated financial advisors and/or placement agents involved in the offering and sale of units of limited liability company interest in the Company (“Units”).
(e) The Advisor understands and agrees that CMF may SFM may, from time to time, designate other trading advisors for the Partnership Company and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(1Paragraph 3(b) of hereof), or otherwise reduce the Limited Partnership Agreement) allocation to the Advisor, as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section Paragraph 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMFSFM’s sole discretion so that CMF SFM may reallocate the PartnershipCompany’s assets, meet margin calls on the PartnershipCompany’s account, fund redemptions, or for any other reason, except that CMF SFM will not require the liquidation of specific positions by the Advisor. CMF SFM will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(gf) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Company’s account, provided, however, that (i) the Advisor will be liable to the Company with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for to any broker on behalf of the purchase or sale of futures interests for Company and (ii) the Partnership’s account including payment Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Company with respect to the account and losses incurred due to errors committed or caused by any executing broker (other than any SFM affiliate) selected by the Advisor shall use its best efforts to identify and promptly notify (it also being understood that SFM, with the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker).
Appears in 1 contract
Samples: Trading Advisory Agreement (AAA Energy Opportunities Fund LLC)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementPrivate Placement Memorandum and Disclosure Document dated April 27, 2001, as supplemented (the ‘‘Memorandum’’), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s 's assets. CMF has initially selected the Advisor’s Discus Program 's Energy Program-Futures and Swaps (the “‘‘Program”’’) to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons ('s draft Disclosure Document dated March 31, 2006, as defined in CFTC Rule 4.7) dated September 1, 2010 filed with the NFA (the “‘‘Disclosure Document”’’). All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of Advisor currently trades the Partnership’s 's assets allocated to it pursuant to the Advisor will be made to the Program, Program as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program as described in the Disclosure Document in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s 's written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“‘‘principals”’’), partners, shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s 's sole discretion so that CMF may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that (i) the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for to any broker on behalf of the purchase or sale of futures interests for Partnership and (ii) the Partnership’s account including payment Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by any executing broker (other than any CMF affiliate) selected by the account and Advisor, (it also being understood that CMF, with the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker).
Appears in 1 contract
Samples: Advisory Agreement (Smith Barney Aaa Energy Fund Lp /Ny)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contractsfutures, optionsoptions on futures, swaps spot and forward contracts. The Advisor may also engage in swap and other derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be (i) in accordance with the trading strategies and trading policies set forth in Section 3(b) the Partnership’s Private Placement Offering Memorandum and Disclosure Document dated as of May 1, 2017, as supplemented (the Limited Partnership Agreement“Memorandum”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and (ii) pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Program Liquid Commodity Strategy (the “Program”) ), as described in Appendix A attached hereto to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the description of the Advisor’s disclosure document for qualified eligible persons (Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. The Advisor, with the prior written permission (by original, fax copy or email copy) of CMF, may enter into swaps and other derivative transactions with any swap dealer it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the swap dealer and any give-up or other fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will shall be made to the Program, as described in Appendix A that CMF and the Disclosure DocumentPartnership agree that the amount of assets of the Partnership allocated to the Advisor (“Allocated Amount”) will have a trading level of up to 2.0 times the Allocated Amount, unless otherwise agreed to in writing by CMF and the Advisor. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially accurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersits officers, directors, officers employees and employeesshareholder(s), their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets of the Partnership (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets of the Partnership to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-factattorneys‑in‑fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in listed exchange traded natural gas futures and options on futures contracts. The Advisor may also trade other commodity interests, including other commodity futures contractsand options on futures contracts and spot, options, swaps forward and forward contractsswap contracts and other derivative contracts on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be (i) in accordance with the trading policies set forth in Section Paragraph 3(b) of the Limited Partnership Agreement, and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and (ii) pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Energy Trading Program (the “Program”) as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the description of the Advisor’s disclosure document for qualified eligible persons (Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options on futures to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. The Advisor, with the prior written permission (by original, fax copy or email copy) of CMF, may enter into swaps and other derivative transactions with any swap dealer it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the swap dealer and any give-up or other fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will shall be made to the Program, as described in the Disclosure Document. Appendix A. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially accurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account account, which will be attached as Appendix B to this Agreement, and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basisupon CMF’s request, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business a composite return prepared in accordance with applicable CFTC and NFA rules and guidance, including, but not previously reported to CMFlimited to, CFTC Rule 4.25. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersits officers, directors, officers employees and employeespartners, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and anything otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections Paragraphs 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(1Paragraph 3(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section Paragraph 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Paragraph 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
Samples: Management Agreement (Aaa Capital Energy Fund L.P.)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, swaps and forward contracts. The Advisor may also engage in swap transactions and other derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s Private Placement Offering Memorandum and Disclosure Document dated May 1, 2012, as supplemented (the “Memorandum”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Program Systematic Global Macro trading program (the “Program”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding The Advisor makes no representation or warranty that the authority granted trading to be directed by it for the Advisor Partnership will be profitable or will not result in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such fundslosses.
(b) CMF acknowledges receipt of the description of the Advisor’s disclosure document for qualified eligible persons (Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, Program as described in the Disclosure DocumentMemorandum, provided that CMF and the Partnership agree that the Advisor will manage the assets of the Partnership utilizing two times the leverage normally applied to the Program unless otherwise agreed to by the parties hereto in writing. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in Appendix A or the Disclosure DocumentMemorandum, as applicable, to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersmembers, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets of the Partnership (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets of the Partnership to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, negligence fraud or willful misconduct in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereoftrades. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, forward contracts, swaps and forward contractsother derivative instruments. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s Prospectus and Disclosure Document dated November 25, and 1998, as supplemented (the “Prospectus”), as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Diversified Program (the “Program”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons Qualified Eligible Persons (as defined in CFTC Rule 4.7) dated September 1, 2010 2008 (the “Disclosure Document”). All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Advisor’s Diversified Program (the “Program”), as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct trading losses in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment losses caused by errors; provided, however, that (i) the Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by it or any of its principals or employees in communicating improper trading instructions or orders to any broker on behalf of the account Partnership and (ii) the Advisor shall use its best efforts will be liable to identify and promptly notify the General Partner of Partnership with respect to losses incurred due to errors committed or caused by any trade which executing broker (other than any CMF affiliate) selected by the Advisor reasonably believes was not executed in accordance (it also being understood that CMF, with its instructions. Any such liability the assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker).
Appears in 1 contract
Samples: Management Agreement (Citigroup Global Diversified Futures Fund L P)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. The Advisor may also engage in swaps transactions and other derivative transactions on behalf of the Partnership with the prior approval of CMF. The Advisor may, with the consent of the General Partner, engage in such trading through investment in the Master Fund. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership's prospectus dated October 7, 2004 (the "Prospectus"), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s 's assets. CMF has initially selected the Advisor’s Discus 's Diversified Program (the “"Program”") to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMF. CMF and the Partnership each acknowledge that the Advisor may utilize exchange for physicals transactions in its trading for the Partnership. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons ('s Disclosure Document dated as defined in CFTC Rule 4.7) dated September 1of June 16, 2010 2004, as filed with the NFA (the “"Disclosure Document”"). All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor; provided that the Advisor shall not enter into any "soft" commission agreements with any such broker. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made to the Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s 's written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections Paragraphs 1(d) and 4(d) of this Agreement, the Advisor shall not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor. Nothing contained in this Agreement shall be deemed or construed to require the Advisor to disclose any confidential or proprietary details of the Advisor's trading strategies or the names or identities of the Advisor's clients.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(1Paragraph 3(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section Paragraph 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s 's sole discretion so that CMF may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that (i) the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for to any broker on behalf of the purchase or sale of futures interests for Partnership and (ii) the Partnership’s account including payment Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by any executing broker (other than Citigroup Global Markets Inc. or any of its affiliates) selected by the account Advisor (it also being understood that CMF, with the assistance of the Advisor, will first attempt to recover such losses from the executing broker).
(h) CMF acknowledges and agrees that the Advisor shall use its not be obligated to comply with the "best efforts execution" requirement of Rule 7.5.3 of the FSA with respect to identify and promptly notify orders placed on behalf of the General Partner of any trade which Partnership; provided, however, that such waiver shall not relieve the Advisor reasonably believes was not executed in accordance with of its instructions. Any such liability obligations under any provision of this Agreement (including without limitation Paragraphs 4(b) and 8(a)(iii)) and under the rules of the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsCFTC and NFA.
Appears in 1 contract
Samples: Management Agreement (Citigroup Diversified Futures Fund Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementProspectus and Disclosure Document dated April 30, 1997, as supplemented (the "Prospectus"), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF SBFM to be utilized by the Advisor in managing the Partnership’s 's assets. CMF SBFM has initially selected the Advisor’s 's Discus (1.5x leverage) Program (the “Program”) to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMFSBFM. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF SBFM acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (as defined in CFTC Rule 4.7) 's Disclosure Document dated September April 1, 2010 2001 as filed with the NFA and the CFTC (the “"Disclosure Document”"). All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF SBFM shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMFSBFM, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMFSBFM, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMFSBFM. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made to the Advisor's Discus (1.5x leverage) Program (the "Program, as described in the Disclosure Document"). In the event the Advisor wishes to use a trading system or methodology other than or in addition to the system or methodology outlined in the description of the Program in the Disclosure Document in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF SBFM prior written notice of its intention to utilize such different trading system or methodology and CMF SBFM consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF SBFM of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMFSBFM. In addition, the Advisor will notify CMF SBFM of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF SBFM and receiving CMF’s SBFM's written approval. The Advisor also agrees to provide CMFSBFM, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMFSBFM. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF SBFM to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF SBFM reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF SBFM acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF SBFM agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF SBFM may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF SBFM may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF SBFM shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s SBFM's sole discretion so that CMF SBFM may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF SBFM will not require the liquidation of specific positions by the Advisor. CMF SBFM will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for the purchase or sale to any broker on behalf of futures interests for the Partnership’s account including payment to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors with respect to the account and the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 months.
Appears in 1 contract
Samples: Management Agreement (Smith Barney Diversified Futures Fund L P Ii)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, forward contracts, swaps and forward contractsother derivative instruments. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s Private Placement Memorandum dated October 2010, and as supplemented (the “Memorandum”), as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus PGR Mayfair Program (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, Program as described in the Disclosure DocumentAppendix A attached hereto. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholderspartners, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct trading losses in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment losses caused by errors; provided, however, that the Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to the account and the Advisor shall use losses incurred due to errors committed or caused by it or any of its best efforts principals or employees in communicating improper trading instructions or orders to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability broker on behalf of the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership Partnership, whether directly or indirectly through the Master Fund, allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, swaps options on futures contracts and forward contracts, including foreign exchange forwards, foreign exchange swaps and non-deliverable foreign exchange forwards. The Advisor may also engage in swap transactions and other derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementAgreement and as described in Appendix A, as applicable, and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected a variation of the Advisor’s Discus Program program traded by XXXXX Alpha Master Fund L.P. (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or merchant, independent floor broker or swap dealer and any give-up or floor brokerage fees are approved in advance by CMF. Moreover, the Advisor, with the prior written permission (by original, fax copy or email copy) of CMF, may enter into swaps and other derivative transactions permitted under Section 1(a) of this Agreement with such swap dealer or swap dealers as it may choose for execution with instructions to give-up the trades to the broker designated by CMF provided that the swap dealer and any give-up or other fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will shall be made to the Program, as described in Appendix A attached hereto, provided that CMF, the Disclosure DocumentPartnership and the Advisor agree that for so long as the Partnership trades through the Master Fund the amount of leverage applied to the assets of the Partnership allocated to the Advisor by CMF shall be in accordance with the terms of the agreement by and among CMF, the Master Fund and the Advisor, dated as of August 1, 2013, as such agreement may be amended from time to time. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor Advisor, in its sole discretion, deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersmembers, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its CMF’s fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and undertakes to handle such trading advice, and any data or information from the Advisor received in fulfillment of this Agreement in a confidential manner, including, but not limited to, the Advisor’s proprietary trading programs, trading data, trading instructions, trade execution, research databases, computer software, systematic methodologies and the systematic trading approach (including positions established thereto, whether for the Partnership or other clients of the Advisor), and all other related information (the “Confidential Information”). Subject to CMF’s and the Partnership’s right to comply with any requirement or demand of any self-regulatory, regulatory, judicial or taxing authority having jurisdiction over either of them, the Partnership and CMF shall take all reasonable steps to protect the Confidential Information disclosed pursuant to the provisions of this Agreement, using the same standard of care that they will keep all the Partnership and CMF apply to safeguard their own respective proprietary, secret or confidential information and to store and handle the Confidential Information in such advice confidentiala way as to prevent any unauthorized disclosure thereof. FurtherThe Partnership shall notify the Advisor within a reasonable time upon discovery of any unauthorized use of, CMF access to, or disclosure of Confidential Information, and agrees to treat cooperate with reasonable requests by the Advisor to help regain possession of such Confidential Information and to prevent its further unauthorized use, disclosure or access. Notwithstanding the foregoing, each of the Partnership and CMF may provide the Confidential Information to its affiliates and each of their respective officers, directors, employees, counsel, auditors, consultants, administrators, agents and service providers who need to know such information in connection with their duties to the Partnership or CMF, as the case may be; provided, that such persons are informed of the confidential nature of such information and agree to keep it confidential as provided herein. The term “Confidential Information” does not include any results information which (i) is publicly available other than as a result of proprietary accounts and/or proprietary information with respect unauthorized disclosure by the Partnership, (ii) is available to trading systems obtained the Partnership on a non-confidential basis from a source other than the Advisor, (iii) is independently developed by the Partnership or on its behalf without any reference to the Confidential Information or (iv) is provided by the Advisor and is included in investor materials which have been reviewed and approved by the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first last day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
Samples: Management Agreement (Morgan Stanley Smith Barney Spectrum Technical Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, effective February 1, 2020, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in listed exchange traded natural gas futures and options on futures contracts. The Advisor may also trade other commodity interests, including other commodity futures contracts, options, swaps and options on futures contracts and spot and forward contracts. The Advisor may also engage in swap and other derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be in accordance with (i) the trading policies expressly set forth in Section 3(b) of Appendix B hereto (the Limited Partnership Agreement“CMF Trading Policies”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and (ii) pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Energy Trading Program (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement CMF Trading Policies without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the description of the Advisor’s disclosure document for qualified eligible persons (Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. The Advisor, with the prior written permission (by original, fax copy or email copy) of CMF, may enter into swaps and other derivative transactions with any swap dealer it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the swap dealer and any give-up or other fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will shall be made to the Program, as described in the Disclosure Document. Appendix A. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially accurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account account, which will be attached as Appendix C to this Agreement, and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersits members, directors, officers officers, and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets of the Partnership (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets of the Partnership to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ days prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership's Prospectus and Disclosure Document to be dated on or about November 1, 2003 (the "Prospectus"), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s 's assets. CMF has initially selected the Advisor’s Discus 's Diversified Program (the “"Program”") to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (as defined in CFTC Rule 4.7) 's Disclosure Document dated September 1January, 2010 (the “Disclosure Document”)2003. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage rates and fees are approved in advance by CMF. For the avoidance of doubt, the Advisor shall have no authority or responsibility for the negotiation of brokerage rates charged by any futures commission merchant or independent floor broker on behalf of the Partnership or CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made to the Advisor's Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the system or methodology outlined in the description of the Program in the Prospectus in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentProspectus. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s 's written approval, which approval shall not be unreasonably withheld or delayed. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s 's sole discretion so that CMF may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that the Advisor will be liable to the Partnership with respect to direct losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for the purchase or sale to any broker on behalf of futures interests for the Partnership’s account including payment to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors with respect to the account and the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 months.
Appears in 1 contract
Samples: Management Agreement (Citigroup Diversified Futures Fund Lp)
DUTIES OF THE ADVISOR. (a) For Upon the commencement of trading operations by the Partnership and for the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner SBFM in commodity interests, including commodity futures contracts, options, swaps and forward contractscontracts and physicals. The Advisor will not be allocated notional funds. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s Prospectus and Disclosure Document to be dated on or about December 31, 2002, as supplemented from time to time (the “Prospectus”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Program (the “Program”) to manage the Partnership’s assets allocated to itchange. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMFSBFM. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF SBFM acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (Disclosure Document dated August 19, 2002 as defined in CFTC Rule 4.7) dated September 1, 2010 (filed with the “Disclosure Document”)NFA and the CFTC. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF SBFM shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, SBFM shall also direct the Advisor, with the prior written permission Advisor in writing on Appendix A to this Agreement (which may be revised by either original or fax copySBFM from time to time) of CMF, may to direct all trades in commodity futures and options to a futures commission merchant or such independent floor broker it chooses brokers as SBFM may determine as agent for Xxxxxxx Xxxxx Xxxxxx Inc. for execution with instructions to give-up the trades to the broker designated by CMF, provided that the SBFM. The Partnership’s futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. is Xxxxxxx Xxxxx Barney Inc. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy)agreement. The terms of this Section 1(b) shall supersede any inconsistent terms in the give-up agreement. The Partnership’s futures commission merchant will provide copies of all brokerage statements to the Advisor.
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the JWH GlobalAnalytics® Family of Programs (the “Program, as described ”). Upon the commencement of trading the Advisor’s allocation shall be 25% of the Partnership’s assets. The percentage allocation of the Partnership’s assets to the Advisor after the initial allocation shall be determined by SBFM in the Disclosure Documentits sole discretion. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program system or methodology outlined in the Prospectus in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF SBFM prior written notice of its intention to utilize such different trading system or methodology and CMF SBFM consents thereto in writing. CMF shallSBFM may add programs other than the Program, within a reasonable timeor delete the Program, change only upon agreement with the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the PartnershipAdvisor. In addition, the Advisor will provide five days’ prior written notice to CMF SBFM of any change in the a trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMFSBFM. In addition, the Advisor will notify CMF of any changes to the trading system Changes in contracts traded or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with a current list of all commodity interests leverage employed shall not be deemed to be traded for the Partnership’s account material and the Advisor will not trade any additional commodity interests for such account without providing no prior notice thereof to CMF and receiving CMF’s written approvalor consent shall be required. The Advisor also agrees to provide CMFSBFM, on a monthly basisupon request, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positionsSBFM.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF SBFM to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably SBFM determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF SBFM acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF SBFM agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor. Nothing contained in this Agreement shall be deemed or construed to require the Advisor to disclose any confidential or proprietary details of the Advisor’s trading strategies or the names or identities of the Advisor’s clients.
(e) The Advisor understands and agrees that CMF SBFM may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF SBFM may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF SBFM shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMFSBFM’s sole discretion so that CMF SBFM may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF SBFM will not require the liquidation of specific positions by the Advisor. CMF The Advisor shall not be responsible for the effects of such liquidations ordered by SBFM. SBFM will use its best efforts to give two three days’ prior notice to the Advisor of any additions, redemptions, reallocations or liquidationsliquidations and will use its best efforts to effect such reallocation or liquidation only at month-end. Additions and redemptions will be made only at month-end.
(g) The Advisor shall assume financial responsibility will not be liable for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct trading losses in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment losses caused by errors; provided, however, that the Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to the account and the Advisor shall use losses incurred due to errors committed or caused by it or any of its best efforts principals or employees in communicating improper trading instructions or orders to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability broker on behalf of the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
Samples: Management Agreement (Citigroup Diversified Futures Fund Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment trading of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership's Prospectus and Disclosure Document dated February 17, 1994, as supplemented (the "Prospectus"), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF SBFM to be utilized by the Advisor in managing the Partnership’s 's assets. CMF SBFM has initially selected the Advisor’s Discus 's Global Diversified Program at 150% of the leverage normally applied by the Advisor (the “"Program”") to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMFSBFM. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF SBFM acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (as defined in CFTC Rule 4.7) 's Disclosure Document dated September 1January 19, 2010 2001, (the “"Disclosure Document”)") as filed with the NFA and CFTC. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF SBFM shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMFSBFM, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMFSBFM, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMFSBFM. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made to the Advisor's Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the system or methodology outlined in the description of the Program in the Disclosure Document in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF SBFM prior written notice of its intention to utilize such different trading system or methodology and CMF SBFM consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF SBFM of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMFSBFM. In addition, the Advisor will notify CMF SBFM of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF SBFM and receiving CMF’s SBFM's written approval. The Advisor also agrees to provide CMFSBFM, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMFSBFM. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF SBFM to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF SBFM reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF SBFM acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF SBFM agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF SBFM may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF SBFM may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF SBFM shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s SBFM's sole discretion so that CMF SBFM may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF SBFM will not require the liquidation of specific positions by the Advisor. CMF SBFM will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that (i) the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for to any broker on behalf of the purchase or sale of futures interests for Partnership and (ii) the Partnership’s account including payment Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by any executing broker (other than any SBFM affiliate) selected by the account and Advisor, it also being understood that SBFM, with the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker.
Appears in 1 contract
Samples: Management Agreement (Smith Barney Diversified Futures Fund Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity futures interests, including commodity futures contracts, options, swaps options and forward contracts. The Advisor may also engage in swaps transactions and other derivative transactions on behalf of the Partnership with the prior approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(bthe Partnership’s most recent Prospectus, as publicly available filed with the Securities Exchange Commission as Post-Effective Amendment No.9 to the Partnership’s Form S-1 (File No. 333-113396) of on August 29, 2008 and declared effective on September 17, 2008 (the Limited Partnership Agreement“Prospectus”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus PGR Mayfair Investment Program (formerly known as PGR Mayfair Program) (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the description of the Advisor’s disclosure document for qualified eligible persons (as defined in CFTC Rule 4.7) dated September 1, 2010 's PGR Mayfair Program (the “Disclosure DocumentProgram”). , attached hereto as Appendix A. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made to the Program, Program as described in Appendix A attached hereto, provided that CMF and the Disclosure DocumentPartnership agree that for so long as the Partnership trades through the Master Fund the amount of leverage applied to the assets of the Partnership allocated to the Advisor by CMF shall be in accordance with the terms of the agreement by and among CMF, the Master Fund and the Advisor, effective as of September 1, 2013, as such agreement may be amended from time to time. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity futures interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity futures interests for such account without providing notice thereof to CMF and receiving CMF’s 's written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“principals”), shareholderspartners, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s 's sole discretion so that CMF may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s 's account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
Samples: Management Agreement (Morgan Stanley Smith Barney Spectrum Strategic Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, effective February 1, 2019, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership Partnership, whether directly or indirectly through the Master Fund, allocated to it from time to time by CMF in the General Partner instruments listed in commodity interestsAppendix C of this agreement, including commodity futures contracts, options, swaps as amended from time to time. The Advisor may also engage in swap transactions and forward contractsother derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be (i) in accordance with the trading policies of CMF expressly set forth in Section 3(b) of the Limited Partnership Agreement, and Appendix A hereto as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change (the “CMF Trading Policies”), provided that the Advisor shall notify CMF of its inability to comply with the new CMF Trading Policies within one (1) business day of notice of such change, and (ii) pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assetsassets allocated to it. CMF has initially selected the Advisor’s Discus Program ADG Systematic Macro Fund’s strategy (the “ProgramStrategy”) ), as described in Appendix B attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement CMF Trading Policies without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Strategy, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix B. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or merchant, independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. The initial list of approved executing brokers is attached as Appendix D hereto. The Advisor, with the prior written permission (by original, fax copy or email copy) of CMF, may enter into swaps and other derivative transactions with any swap dealer it chooses for execution with instructions to give-up the trades to the broker designated by CMF provided that the swap dealer and any give-up or other fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will shall be made to invested in accordance with the ProgramStrategy, as described in Appendix B. The Partnership and the Disclosure DocumentAdvisor agree that the Advisor shall trade the initial allocation, either directly or indirectly through the Master Fund, at a trading level confirmed to the Advisor by CMF, which initially shall be traded at a target annualized volatility of 20%. Where due notice is provided, the Advisor agrees to run the Strategy at the trading level requested by CMF by written notice to xxxxxxxxxxx@xxxxxxxxxxxx.xxx indicating the new target annualized volatility and the effective date of the new trading level. This will be acknowledged and confirmed in writing by the Advisor. This trading level can be increased at the agreement of both the Advisor and CMF. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program Strategy in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five business days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in Appendix B or the Partnership’s current Private Placement Offering Memorandum and Disclosure DocumentDocument (“Memorandum”), as applicable, to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account (which is attached hereto as Appendix C) and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. Monthly reports will be deemed to be delivered when received by email at the email address(es) for notices indicated in Section 12. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign margin, non-U.S. dollar-based positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersits officers, directors, officers directors and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its CMF’s fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets of the Partnership (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets of the Partnership to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations, after which the Advisor will have a maximum of two business days to effect the specified liquidation. CMF and the Advisor acknowledge that, should the amount of the Partnership’s assets under the Advisor’s management be increased, this notice period may be extended upon the mutual consent of the parties, which consent shall not be unreasonably withheld.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account account, including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors caused by the Advisor or any of its executing brokers identified in Appendix D with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
Samples: Management Agreement (Ceres Tactical Systematic L.P.)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it the Advisor from time to time by the General Partner in commodity futures interests, including commodity futures contracts, options, . The Advisor may also engage in swaps transactions and forward contractsother derivatives transactions on behalf of the Partnership with the prior approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementAgreement and as described in Appendix A, and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Blackwater Global Program (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement and Appendix A without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options interests to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, as described in the Disclosure DocumentAppendix A attached hereto. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity futures interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity futures interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more equal to or greater than 21% of the Net Assets (as defined in Section 3 of this Agreement) of the Partnership allocated assets including nominal assets to the Advisor will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersmembers, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first last day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct trading losses in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment losses caused by errors; provided, however, that (i) the Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by it or any of its principals or employees in communicating improper trading instructions or orders to any broker on behalf of the account Partnership and (ii) the Advisor shall use its best efforts will be liable to identify and promptly notify the General Partner of Partnership with respect to losses incurred due to errors committed or caused by any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of the Advisor in relation to Errors shall be limited to compensation received executing broker (other than any CMF affiliate) selected by the Adviser from the Partnership during the previous 12 monthsAdvisor.
Appears in 1 contract
Samples: Management Agreement (Morgan Stanley Smith Barney Spectrum Technical Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contractsfutures, optionsoptions on futures, swaps spot and forward contracts. The Advisor may also engage in swap and other derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be i) in accordance with the trading strategies and trading policies set forth in Section 3(b) the Partnership’s Private Placement Offering Memorandum and Disclosure Document dated as of March 21, 2016, as supplemented (the Limited Partnership Agreement“Memorandum”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and ii) pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus IV Quantitative Futures Fund Program (the “Program”) ), as described in Appendix A attached hereto to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the description of the Advisor’s disclosure document for qualified eligible persons (Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. The Advisor, with the prior written permission (by original, fax copy or email copy) of CMF, may enter into swaps and other derivative transactions with any swap dealer it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the swap dealer and any give-up or other fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will shall be made to the Program, as described in Appendix A provided that CMF, the Disclosure DocumentPartnership and the Advisor agree that the amount of leverage applied to the assets of the Partnership allocated to the Advisor by CMF shall be no more than 1.5 times the assets of the Partnership allocated to the Advisor by CMF, and, provided further, that CMF, the Partnership and the Advisor may agree in writing to change the amount of leverage applied to the assets of the Partnership allocated to the Advisor by CMF from time to time. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially accurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersits officers, directors, officers employees and employeesshareholder(s), their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets of the Partnership (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets of the Partnership to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors with respect to the account in an amount equal to or greater than .03% of the Partnership’s assets allocated to the Advisor, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, swaps spot and forward contracts. The Advisor may also engage in swap transactions and other derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s Private Placement Offering Memorandum and Disclosure Document dated May 1, 2012, as supplemented (the “Memorandum”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Program Asian Markets Alpha Programme (the “Program”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, as described in the Disclosure DocumentMemorandum provided that CMF and the Partnership agree that, for so long as the Partnership trades through the Master Fund, the amount of leverage applied to the assets of the Partnership allocated to the Advisor by CMF shall be in accordance with the terms of the agreement by and among CMF, the Master Fund and the Advisor, dated as of September 1, 2012, as such agreement may be amended from time to time. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF, which shall not be unreasonably withheld or delayed. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in Appendix A or the Disclosure DocumentMemorandum, as applicable, to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF in good faith to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines in good faith that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat confidential and they agree that in the event of a breach of such confidentiality by either one of them damages might not be a sufficient remedy and that as confidential a result injunctive or other equitable relief may be obtained in respect of any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisorsuch breach or anticipated breach.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets of the Partnership (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets of the Partnership to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations. For the avoidance of doubt, the Advisor will not be liable for any losses incurred in the Partnership’s account in respect of any such liquidation required by CMF pursuant to this Section 1(f).
(g) The Except for the losses referred to in Section 1(f), the Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership Partnership, whether directly or indirectly through the Master Fund, allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, swaps options on futures contracts and forward contracts, including foreign exchange forwards, foreign exchange swaps and non-deliverable foreign exchange forwards. The Advisor may also engage in swap transactions and other derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading policies strategies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s current Private Placement Offering Memorandum and Disclosure Document, as supplemented (the “Memorandum”), and as such subject to the trading policies of CMF expressly set forth in Appendix B hereto (the “CMF Trading Policies”). Such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected a variation of the Advisor’s Discus Program program traded by XXXXX Alpha Master Fund L.P. (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or merchant, independent floor broker or swap dealer and any give-up or floor brokerage fees are approved in advance by CMF. Moreover, the Advisor, with the prior written permission (by original, fax copy or email copy) of CMF, may enter into swaps and other derivative transactions permitted under Section 1(a) of this Agreement with such swap dealer or swap dealers as it may choose for execution with instructions to give-up the trades to the broker designated by CMF provided that the swap dealer and any give-up or other fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will shall be made to the Program, as described in Appendix A attached hereto, provided that CMF, the Disclosure DocumentPartnership and the Advisor agree that for so long as the Partnership trades through the Master Fund the amount of leverage applied to the assets of the Partnership allocated to the Advisor by CMF shall be in accordance with the terms of the agreement by and among CMF, the Master Fund and the Advisor, dated as of January 1, 2018 as such agreement may be amended from time to time. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor Advisor, in its sole discretion, deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in Appendix A or the Disclosure DocumentMemorandum, as applicable, to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersmembers, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its CMF’s fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and undertakes to handle such trading advice, and any data or information from the Advisor received in fulfillment of this Agreement in a confidential manner, including, but not limited to, the Advisor’s proprietary trading programs, trading data, trading instructions, trade execution, research data bases, computer software, systematic methodologies and the systematic trading approach (including positions established thereto, whether for the Partnership or other clients of the Advisor), and all other related information (the “Confidential Information”). Subject to CMF’s and the Partnership’s right to comply with any requirement or demand of any self-regulatory, regulatory, judicial or taxing authority having jurisdiction over either of them, the Partnership and CMF shall take all reasonable steps to protect the Confidential Information disclosed pursuant to the provisions of this Agreement, using the same standard of care that they will keep all the Partnership and CMF apply to safeguard their own respective proprietary, secret or confidential information and to store and handle the Confidential Information in such advice confidentiala way as to prevent any unauthorized disclosure thereof. FurtherThe Partnership shall notify the Advisor within a reasonable time upon discovery of any unauthorized use of, CMF access to, or disclosure of Confidential Information, and agrees to treat cooperate with reasonable requests by the Advisor to help regain possession of such Confidential Information and to prevent its further unauthorized use, disclosure or access. Notwithstanding the foregoing, each of the Partnership and CMF may provide the Confidential Information to its affiliates and each of their respective officers, directors, employees, counsel, auditors, consultants, administrators, agents and service providers who need to know such information in connection with their duties to the Partnership or CMF, as the case may be; provided, that such persons are informed of the confidential nature of such information and agree to keep it confidential as provided herein. The term “Confidential Information” does not include any results information which (i) is publicly available other than as a result of proprietary accounts and/or proprietary information with respect unauthorized disclosure by the Partnership, (ii) is available to trading systems obtained the Partnership on a non-confidential basis from a source other than the Advisor, (iii) is independently developed by the Partnership or on its behalf without any reference to the Confidential Information or (iv) is provided by the Advisor and is included in investor materials which have been reviewed and approved by the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets of the Partnership (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets of the Partnership to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
Samples: Management Agreement (Ceres Tactical Systematic L.P.)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, swaps options and forward contracts, excluding financial futures and forward contracts unless such contracts are traded for bona fide hedging purposes. The Advisor may also engage in swap transactions and other derivatives transactions on behalf of the Partnership with the prior approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading policies (the “Trading Policies”) set forth in Section 3(b) the Partnership’s Private Placement Offering Memorandum and Disclosure Document dated as of March 31, 2011, as supplemented (the Limited Partnership Agreement“Memorandum”), and as such trading policies Trading Policies may be changed from time to time upon receipt by the Advisor advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assetsassets as described in the Memorandum. CMF has initially selected the Advisor’s Discus Xxxx River Commodity Program at 150% Leverage (the “Program”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies Trading Policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding CMF and the authority granted to Advisor each acknowledge that the description of the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective Offering Memorandum is in draft form as of the date time of the signing of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such fundsAgreement.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, email or fax copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original original, email or fax copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, Program as described in the Disclosure DocumentMemorandum. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program system or methodology outlined in the Memorandum in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice not make any changes to CMF of any change in the trading system or methodology to be utilized for the Partnership or in the markets traded for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership material without the providing five days’ prior written consent of notice to CMF and obtaining CMF’s prior written consent. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in Appendix A or the Disclosure DocumentMemorandum, as applicable, even if the Advisor deems such changes not to be material. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customerscustomers or any other information which the Advisor is required by applicable law to keep confidential) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections Paragraphs 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the all trading and investment advice and information to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice and/or information confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to the Advisor’s trading systems obtained from the Advisor.
(e) The Subject to Paragraph 8(b)(iv) hereof, the Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(1Paragraph 3(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section Paragraph 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) Subject to Paragraph 8(b)(iv) hereof, CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Paragraph 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
Samples: Management Agreement (Commodity Advisors Fund L.P.)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership Partnership, whether directly or indirectly through the Master Fund, allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, swaps and forward contractsoptions on futures. The Advisor may also engage in swap and other derivative transactions on behalf of the Partnership with the prior written approval of CMF. All such trading on behalf of the Partnership shall be i) in accordance with the trading strategies and trading policies set forth in Section 3(b) of the Limited Partnership AgreementAppendix B, and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and ii) pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Aquantum Commodity Spread (ACS) Program (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Appendix B without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the description of the Advisor’s disclosure document for qualified eligible persons (Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. The Advisor, with the prior written permission (by original, fax copy or email copy) of CMF, may enter into swaps and other derivative transactions with any swap dealer it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the swap dealer and any give-up or other fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will shall be made to the Program, as described in the Disclosure Document. Appendix A. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially accurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account account, which is attached as Appendix C to this Agreement, and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersits manager(s), directors, officers employees and employeesmember(s), their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets of the Partnership (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets of the Partnership to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a calendar month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct the Advisor in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereoftrades. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors with respect to Section 8(a)(iii) of any errors (as described above) and any failures, errors or omissions by any broker (“Broker Errors”) used by the Advisor on behalf of the account and that, either individually or collectively, have an adverse effect on the account. In the event of a Broker Error, the Advisor shall agrees to use its best efforts to identify pursue an appropriate financial remedy on CMF’s and promptly notify the General Partner of any trade which Partnership’s behalf with the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsrelevant broker.
Appears in 1 contract
Samples: Management Agreement (Ceres Tactical Systematic L.P.)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, forward contracts, swaps and forward contractsother derivative instruments. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s Private Placement Memorandum dated October 2010, and as supplemented (the “Memorandum”), as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Cirrus Program (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it, provided that CMF and the Partnership acknowledge that Advisor intends to manage the assets of the Partnership utilizing up to 1.5 times the leverage utilized by the Program as instructed by CMF. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, as defined described in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”)Appendix A attached hereto. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, as described in the Disclosure DocumentAppendix A attached hereto. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersmembers, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor’s trading systems.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct trading losses in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment losses caused by errors; provided, however, that (i) the Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by it or any of its principals or employees in communicating improper trading instructions or orders to any broker on behalf of the account Partnership and (ii) the Advisor shall use its best efforts will be liable to identify and promptly notify the General Partner of Partnership with respect to losses incurred due to errors committed or caused by any trade which executing broker (other than any CMF affiliate) selected by the Advisor reasonably believes was not executed in accordance Advisor, it being understood that CMF, with its instructions. Any such liability the assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker.
Appears in 1 contract
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner SBFM in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) the Partnership's Prospectus dated as of July 12, 1995 (as supplemented, the Limited Partnership Agreement"Prospectus"), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF SBFM to be utilized by the Advisor in managing the Partnership’s 's assets. CMF SBFM has initially selected the Advisor’s Discus 's AlphaQuest CTA Program (the “Program”) to manage the Partnership’s 's assets allocated to itthe Advisor. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMFSBFM. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding The Advisor will have no responsibility for the authority granted to the Advisor in Section 1(a) management of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds's assets invested in Zero Coupon U.S. Treasury obligations.
(b) CMF SBFM acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons ('s Disclosure Document dated [__________ __, _____], as defined in filed with the NFA and the CFTC Rule 4.7) dated September 1, 2010 (the “"Disclosure Document”"). All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF SBFM shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMFSBFM, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMFSBFM, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMFSBFM. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made to the Advisor's AlphaQuest CTA Program (the "Program, as described in the Disclosure Document"). In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF SBFM prior written notice of its intention to utilize such different trading system or methodology and CMF SBFM consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five [five] days’ ' prior written notice to CMF SBFM of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for on behalf of the Partnership without the prior written consent of CMFSBFM. In addition, the Advisor will notify CMF SBFM of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with Schedule A to this Agreement provides a current list of all commodity interests to that may be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF SBFM and receiving CMF’s SBFM's written approval. The Advisor also agrees to provide CMFSBFM, on a monthly basis, with a written report of the assets under the Advisor’s 's management (including notional and committed funds) together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMFSBFM. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one [twenty] business day day[s] after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF SBFM to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF SBFM reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF SBFM acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF SBFM agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF SBFM may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF SBFM may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF SBFM shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s SBFM's sole discretion so that CMF SBFM may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF SBFM will not require the liquidation of specific positions by the Advisor. CMF SBFM will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account, including losses caused by errors; provided however that the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by the Advisor or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for the purchase or sale to any broker on behalf of futures interests for the Partnership’s account including payment .
(h) SBFM and the Partnership agree that the Advisor may disclose to third parties that the Commodity Brokers Advisor manages assets of SBFM and the floor brokerage commissionsPartnership and the general level of such assets; provided, exchangehowever, NFA feesthat no written description of SBFM, and other transaction charges and give-up charges incurred the Partnership or any of their affiliates may be distributed by the Commodity Broker on such trades but only for Advisor without the amount prior written consent of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors with respect to the account and the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsSBFM.
Appears in 1 contract
Samples: Management Agreement (Smith Barney Principal Plus Futures Fund Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementPrivate Placement Memorandum and Disclosure Document dated April 27, 2001, as supplemented (the "Memorandum"), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s 's assets. CMF has initially selected the Advisor’s Discus 's Energy Program (Futures and Swaps) (the “"Program”") to manage the Partnership’s 's assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (as defined in CFTC Rule 4.7) 's Disclosure Document dated September 115, 2010 2005 as filed with the NFA (the “"Disclosure Document”"). All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of Advisor currently trades the Partnership’s 's assets allocated to it pursuant to the Advisor will be made to the Program, Program as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program as described in the Disclosure Document in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s 's written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s 's sole discretion so that CMF may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that (i) the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for to any broker on behalf of the purchase or sale of futures interests for Partnership and (ii) the Partnership’s account including payment Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by any executing broker (other than any CMF affiliate) selected by the account and Advisor, (it also being understood that CMF, with the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker).
Appears in 1 contract
Samples: Advisory Agreement (Smith Barney Aaa Energy Fund Lp /Ny)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, forward contracts, swaps and forward contractsother derivative instruments. All such trading on behalf of the Partnership shall be in accordance with (i) the trading policies set forth in Section 3(b) of the Limited Partnership AgreementAppendix B , and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and (ii) pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. assets as described in Appendix A. CMF has initially selected the Advisor’s Discus Program wPraxis FuturesTrading Approach (the “Program”) to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (Disclosure Document dated February 27, 2018, as defined in CFTC Rule 4.7) dated September 1, 2010 filed with the NFA (the “Disclosure Document”). All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (via EGUS or by either original original, fax copy or fax email copy)) and the Advisor shall have no responsibility for such payment. CMF will cause the Partnership’s commodity brokers to provide the Advisor with copies of all confirmation, purchase and sale, monthly and similar statements at the time such statements are available to CMF.
(c) The initial allocation of the Partnership’s assets to the Advisor will shall be made to the Program, as described in Appendix A attached hereto, provided that CMF, the Disclosure DocumentPartnership and the Advisor agree that for so long as the Partnership trades through the Master Fund the amount of leverage applied to the assets of the Partnership allocated to the Advisor by CMF shall be in accordance with the terms of the agreement by and among CMF, the Master Fund and the Advisor, dated as of June 20, 2005, as such agreement may be amended from time to time. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program as outlined in the Memorandum in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentMemorandum or Appendix A to be materially inaccurate. Non-material changes in the trading systems utilized on behalf of the Partnership may be instituted without prior written approval. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions. The parties acknowledge that if Net Assets of the Partnership (as defined in Section 3(b) hereof) under the Advisor’s management fall below $750,000, the Advisor may not be able to trade the Program in full.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customerscustomers or other information deemed by the Advisor to be proprietary and confidential) and anything otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. FurtherNeither CMF nor the Partnership shall distribute, except to officers, directors, employees, partners, affiliates, or administrative agents, including but not limited to fund administrators, auditors, or consultants, of CMF agrees to treat as confidential or the Partnership, any results description of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor, its principals, or its or their trading performance without the prior written consent of the Advisor, which consent shall not be unreasonably withheld.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s or Master Fund’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct it in transmitting orders for the purchase or sale of futures commodity interests for the Partnership’s or Master Fund’s account including payment to the Commodity Brokers brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker brokers on such trades trades. The Advisor’s errors shall include, but only for not be limited to, inputting improper trading signals or communicating incorrect orders to the amount of the Commodity Brokers’ out-of-pocket costs in respect thereofcommodity brokers. The Advisor shall have an affirmative obligation to promptly notify CMF in accordance with the General Partner upon discovery provisions of such Errors Section 8(a)(iii) of any errors with respect to the account account, and the Advisor shall use its best efforts to identify and promptly notify the General Partner CMF of any order or trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of instructions to any broker utilized to execute orders for the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
Appears in 1 contract
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, forward contracts, swaps and forward contractsother derivative instruments. The Advisor may also engage in swaps transactions and other derivatives transactions on behalf of the Partnership with the prior approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) the Partnership’s Private Placement Offering Memorandum and Disclosure Document dated as of March 31, 2011, as supplemented (the Limited Partnership Agreement“Memorandum”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus JEM Commodity Relative Value Program at 200% Leverage (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding CMF and the authority granted to Advisor each acknowledge that the description of the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective Offering Memorandum is in draft form as of the date time of the signing of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such fundsAgreement.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, as described in the Disclosure DocumentAppendix A attached hereto. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially inaccurate. Further, the Advisor will provide the Partnership in Appendix B to this Agreement, as may be amended from time to time, with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersmembers, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct trading losses in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment losses caused by errors; provided, however, that (i) the Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by it or any of its principals or employees in communicating improper trading instructions or orders to any broker on behalf of the account Partnership and (ii) the Advisor shall use its best efforts will be liable to identify and promptly notify the General Partner of Partnership with respect to losses incurred due to errors committed or caused by any trade which executing broker (other than any CMF affiliate) selected by the Advisor reasonably believes was not executed in accordance Advisor, it being understood that CMF, with its instructions. Any such liability the assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker.
Appears in 1 contract
Samples: Management Agreement (Commodity Advisors Fund L.P.)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner CMF in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. The Advisor may also engage in swaps transactions and other derivatives transactions on behalf of the Partnership with the prior approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s Private Placement Offering Memorandum and Disclosure Document dated January 7, 2011, as supplemented (the “Memorandum”), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Global Futures Portfolio Program (the “Program”) ), as described in the Disclosure Document (defined below), to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur result in losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons Qualified Eligible Persons (as defined in CFTC Rule 4.7) dated September 1January, 2010 2011 (the “Disclosure Document”). All trades made by the Advisor for the account of the Partnership Partnership, whether directly or indirectly through the Master Fund, shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original original, fax copy or fax email copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original original, fax copy or fax email copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure DocumentDocument or the Memorandum, as applicable. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections Paragraphs 1(d) and 4(d) of this Agreement, the Advisor shall not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to the Advisor’s trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(1Paragraph 3(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section Paragraph 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two business days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct trading losses in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment losses caused by errors; provided, however, that (i) the Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by it or any of its principals or employees in communicating improper trading instructions or orders to any broker on behalf of the account Partnership and (ii) the Advisor shall use its best efforts will be liable to identify and promptly notify the General Partner of Partnership with respect to losses incurred due to errors committed or caused by any trade which executing broker (other than any CMF affiliate) selected by the Advisor reasonably believes was not executed in accordance (it also being understood that CMF, with its instructions. Any such liability the assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker).
Appears in 1 contract
Samples: Management Agreement (Tactical Diversified Futures Fund L.P.)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s 's agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, swaps options and forward contracts. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership's prospectus dated February 17, 1994, as supplemented (the "Prospectus"), and as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change and pursuant to the trading strategy Diversified Program selected by CMF SBFM to be utilized by the Advisor in managing the Partnership’s 's assets. CMF has initially selected , as described in the Advisor’s Discus Program (the “Program”) to manage the Partnership’s assets allocated to it's Disclosure Document dated January 19, 2001. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Prospectus without the prior written consent of the Partnership given by CMFSBFM. SBFM and the Partnership each acknowledge that the Advisor may utilize exchange for physicals transactions in its trading for the Partnership. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF SBFM acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons ('s Disclosure Document dated January 19, 2001, as defined in filed with the NFA and CFTC Rule 4.7) dated September 1, 2010 (the “"Disclosure Document”"). All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF SBFM shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMFSBFM, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMFSBFM, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMFSBFM. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s 's assets to the Advisor will be made to the Advisor's Diversified Program (the "Program, as described in the Disclosure Document"). In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF SBFM prior written notice of its intention to utilize such different trading system or methodology and CMF SBFM consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ ' prior written notice to CMF SBFM of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMFSBFM. In addition, the Advisor will notify CMF SBFM of any changes to the trading system or methodology that would require a change in the description of the trading strategy or methods described in the Disclosure Document. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s 's account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF SBFM and receiving CMF’s SBFM's written approval. The Advisor also agrees to provide CMFSBFM, on a monthly basis, with a written report of the assets under the Advisor’s 's management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMFSBFM. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s 's regulations (“"principals”"), shareholders, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF SBFM to be made in any filings required by Federal or State state law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF SBFM reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State state law or NFA rule or order. The Partnership and CMF SBFM acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF SBFM agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF SBFM may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF SBFM may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF SBFM shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s SBFM's sole discretion so that CMF SBFM may reallocate the Partnership’s 's assets, meet margin calls on the Partnership’s 's account, fund redemptions, or for any other reason, except that CMF SBFM will not require the liquidation of specific positions by the Advisor. CMF SBFM will use its best efforts to give two days’ ' prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any trading losses in the Partnership's account including losses caused by errors; provided, however, that (i) the Advisor will be liable to the Partnership with respect to losses incurred due to errors (“Errors”) committed or caused by it or any of its negligence, fraud principals or willful misconduct employees in transmitting communicating improper trading instructions or orders for to any broker on behalf of the purchase or sale of futures interests for Partnership and (ii) the Partnership’s account including payment Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by any executing broker (other than any SBFM affiliate) selected by the account and Advisor, (it also being understood that SBFM, with the Advisor shall use its best efforts to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability assistance of the Advisor in relation Advisor, will first attempt to Errors shall be limited to compensation received by the Adviser recover such losses from the Partnership during the previous 12 monthsexecuting broker).
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Samples: Management Agreement (Smith Barney Diversified Futures Fund Lp)
DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, forward contracts, swaps and forward contractsother derivative instruments. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s Private Placement Memorandum dated August 2009, and as supplemented (the “Memorandum”), as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus Blackwater Global Program (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct any and all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, as described in the Disclosure DocumentAppendix A attached hereto. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholdersmembers, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct trading losses in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment losses caused by errors; provided, however, that (i) the Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to losses incurred due to errors committed or caused by it or any of its principals or employees in communicating improper trading instructions or orders to any broker on behalf of the account Partnership and (ii) the Advisor shall use its best efforts will be liable to identify and promptly notify the General Partner of Partnership with respect to losses incurred due to errors committed or caused by any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability of the Advisor in relation to Errors shall be limited to compensation received executing broker (other than any CMF affiliate) selected by the Adviser from the Partnership during the previous 12 monthsAdvisor.
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DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds of the Partnership allocated to it from time to time by the General Partner in commodity interests, including commodity futures contracts, options, forward contracts, swaps and forward contractsother derivative instruments. All such trading on behalf of the Partnership shall be in accordance with the trading policies set forth in Section 3(b) of the Limited Partnership AgreementPartnership’s Private Placement Memorandum dated August 2009, and as supplemented (the “Memorandum”), as such trading policies may be changed from time to time upon receipt by the Advisor of prior written notice of such change change, and pursuant to the trading strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF has initially selected the Advisor’s Discus PGR Mayfair Program (the “Program”) ), as described in Appendix A attached hereto, to manage the Partnership’s assets allocated to it. Any open positions or other investments at the time of receipt of such notice of a change in trading policy shall not be deemed to violate the changed policy and shall be closed or sold in the ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the Limited Partnership Agreement Memorandum without the prior written consent of the Partnership given by CMF. The Advisor makes no representation or warranty that the trading to be directed by it for the Partnership will be profitable or will not incur losses. Notwithstanding the authority granted to the Advisor in Section 1(a) of the management agreement with each Feeder Fund operated or managed by CMF to direct the investment and reinvestment of such fund’s assets, effective as of the date of this Agreement (or the date that such fund becomes a Feeder Fund to the Partnership, if later) and continuing through the term hereof, the Advisor shall have no authority to trade directly the individual accounts of such funds.
(b) CMF acknowledges receipt of the Advisor’s disclosure document for qualified eligible persons (description of the Program, attached hereto as defined in CFTC Rule 4.7) dated September 1, 2010 (the “Disclosure Document”). Appendix A. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility for selecting or supervising any such broker in connection with the execution, clearance or confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged therefor. However, the Advisor, with the prior written permission (by either original or fax copy) of CMF, may direct all trades in commodity futures and options to a futures commission merchant or independent floor broker it chooses for execution with instructions to give-up the trades to the broker designated by CMF, provided that the futures commission merchant or independent floor broker and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar fees relating to the foregoing shall be paid by the Partnership after all parties have executed the relevant give-up agreements (by either original or fax copy).
(c) The initial allocation of the Partnership’s assets to the Advisor will be made to the Program, Program as described in the Disclosure DocumentAppendix A attached hereto. In the event the Advisor wishes to use a trading system or methodology other than or in addition to the Program in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior written notice of its intention to utilize such different trading system or methodology and CMF consents thereto in writing. CMF shall, within a reasonable time, change the name of the Partnership in the event that the Advisor no longer acts as the sole advisor to the Partnership. In addition, the Advisor will provide five days’ prior written notice to CMF of any change in the trading system or methodology to be utilized for the Partnership which the Advisor deems material. If the Advisor deems such change in system or methodology or in markets traded to be material, the changed system or methodology or markets traded will not be utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor will notify CMF of any changes to the trading system or methodology that would require a change in cause the description of the trading strategy or methods described in the Disclosure DocumentAppendix A to be materially inaccurate. Further, the Advisor will provide the Partnership with a current list of all commodity interests to be traded for the Partnership’s account and the Advisor will not trade any additional commodity interests for such account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor also agrees to provide CMF, on a monthly basis, with a written report of the assets under the Advisor’s management together with all other matters deemed by the Advisor to be material changes to its business not previously reported to CMF. The Advisor further agrees that it will convert foreign currency balances (not required to margin positions denominated in a foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign currencies of more than 2% of the allocated assets including nominal assets $100,000 will be converted to U.S. dollars within one business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the Partnership regarding itself and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), shareholderspartners, directors, officers and employees, their trading performance and general trading methods, its customer accounts (but not the identities of or identifying information with respect to its customers) and otherwise as are required in the reasonable judgment of CMF to be made in any filings required by Federal or State law or NFA rule or order. Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor shall is not be required to disclose the actual trading results of proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the reporting, filing or other obligations imposed on it by Federal or State law or NFA rule or order. The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a property right belonging to the Advisor and that they will keep all such advice confidential. Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary information with respect to trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that CMF may designate other trading advisors for the Partnership and apportion or reapportion to such other trading advisors the management of an amount of Net Assets (as defined in Section 7(d)(13(b) of the Limited Partnership Agreementhereof) as it shall determine in its absolute discretion. The designation of other trading advisors and the apportionment or reapportionment of Net Assets to any such trading advisors pursuant to this Section 1 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.
(f) CMF may, from time to time, in its absolute discretion, select additional trading advisors and reapportion funds among such other the trading advisors for the Partnership as it deems appropriate. CMF shall use its best efforts to make reapportionments, if any, as of the first day of a month. The Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two days’ prior notice to the Advisor of any reallocations or liquidations.
(g) The Advisor shall assume financial responsibility will not be liable for any errors (“Errors”) committed or caused by its negligence, fraud or willful misconduct trading losses in transmitting orders for the purchase or sale of futures interests for the Partnership’s account including payment losses caused by errors; provided, however, that the Advisor will be liable to the Commodity Brokers of the floor brokerage commissions, exchange, NFA fees, and other transaction charges and give-up charges incurred by the Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The Advisor shall have an affirmative obligation to promptly notify the General Partner upon discovery of such Errors Partnership with respect to the account and the Advisor shall use losses incurred due to errors committed or caused by it or any of its best efforts principals or employees in communicating improper trading instructions or orders to identify and promptly notify the General Partner of any trade which the Advisor reasonably believes was not executed in accordance with its instructions. Any such liability broker on behalf of the Advisor in relation to Errors shall be limited to compensation received by the Adviser from the Partnership during the previous 12 monthsPartnership.
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