Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor as disclosed in the Disclosure Information, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts (including both actual and notional funds) the size of the Trading Company. (ii) Provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with summary information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any, over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ identities and their account positions. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 5 contracts

Samples: Advisory Agreement (Managed Futures Premier BHM L.P.), Advisory Agreement (Morgan Stanley Smith Barney Spectrum Strategic Lp), Advisory Agreement (Polaris Futures Fund L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on ~~or about July~~ April 1, ~~2007~~ 2008 by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the Trading Company. (ii) Provide the Trading Manager, within ~~45 days~~ 10 Business Days of receiving the ~~end of a calendar quarter~~Monthly Package (as defined below) from the Trading Manager, and within 45 30 days of a separate request which the Trading Manager may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company ~~adjusted for notional funding and leverage differences, if any,~~ over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years, different commission rates and trading costs, different interest amounts, different account sizes leading to different levels of diversification, different fill levels, partial fills which may mean some accounts can miss trades altogether. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 5 contracts

Samples: Advisory Agreement (LV Futures Fund L.P.), Advisory Agreement (Tactical Diversified Futures Fund L.P.), Advisory Agreement (Meritage Futures Fund L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the Trading Company. (ii) Provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account and the performance of ~~all~~ other ~~client~~ representative accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company ~~adjusted for notional funding and leverage differences, if any,~~ over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, size of account, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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, and only to the extent such errors are due to deficiencies of Trading Advisor’s internal control processes with respect to trading. Additionally, the Trading Advisor shall not be responsible for errors committed or caused by the Commodity Brokers, or by floor brokers or other futures commission merchants. The Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global ~~Markets Strategy - Futures Only~~ Diversified Program (the “Trading Program”), as ~~disclosed~~ described in the Disclosure ~~Information~~Document, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 3 contracts

Samples: Advisory Agreement (Polaris Futures Fund L.P.), Advisory Agreement (LV Futures Fund L.P.), Advisory Agreement (Meritage Futures Fund L.P.)

Appears in 3 contracts

Samples: Advisory Agreement, Advisory Agreement (LV Futures Fund L.P.), Advisory Agreement (Orion Futures Fund Lp)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about ~~July~~ October 1, ~~2007~~ 2009, by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section ~~5(c~~6(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and ~~the trading policies~~ Trading Operations Procedures set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading ~~Policies~~Operations Procedures”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading ~~Policies~~ Operations Procedures and with applicable speculative position ~~limits~~limits (as set forth by the respective regulatory authorities or exchanges), (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails (or is not able) to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails (where it would otherwise be possible) to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading ~~Policies~~Operations Procedures, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure Information, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the Trading Company. (ii) Provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate reasonable request which the Trading Manager may make from time to time, with ~~summary~~ information in a format agreed to by the Trading Manager and Trading Advisor comparing the performance of the Trading Company’s account and the performance of JB Global Rates Fund (the “Benchmark Fund”), as well as all other ~~client~~ discretionary accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor ~~using~~ that utilizes the ~~trading systems used by~~ strategy as the Trading ~~Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any,~~ Program (as defined herein) over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take ~~such~~ whatever steps ~~as are~~ it deems necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in ~~writing~~ writing, or any acceptable manner agreed to by the Trading Manager and Trading Advisor, of any material discrepancies of which the Trading Advisor is aware. The Trading Manager ~~acknowledges~~ acknowledges, among other things, that the following differences in accounts may cause divergent trading results: different trading strategies, different markets traded, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained.1 (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global ~~Markets Strategy - Futures Only~~ Rate Program (the “Trading Program”), as ~~disclosed~~ described in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 2 contracts

Samples: Advisory Agreement (Managed Futures Profile LV, L.P.), Advisory Agreement (Managed Futures Profile MV, L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about ~~July~~ December 1, 2007 by the Trading Advisor on behalf of the ~~Trading Company~~Partnership, the Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of its allocated portion of the ~~Trading Company’s assets~~Net Assets of the Partnership which initially shall be traded pursuant to its 3X Program as described in the Prospectus, ~~which shall consist~~ and may be subsequently traded pursuant to such other of the Trading ~~Company’s Net Assets (~~Advisor's programs described in the Prospectus as ~~defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing~~ agreed to by the ~~Trading Manager~~ General Partner and ~~consented to by~~ the Trading Advisor (with such changes and additions to such trading programs as the ~~“Assets”~~Trading Advisor, from time to time, incorporates into its trading program(s) for accounts the size of the Partnership's), (collectively, the "Trading Program") on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in Exhibit A ~~to this~~ hereto, the Prospectus, the Limited Partnership Agreement and as ~~amended from time to time and~~ otherwise provided in writing to the Trading ~~Advisor by the Trading Manager (the “Trading Policies”)~~Advisor; provided, however, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership, as described in Exhibit A hereto, the Prospectus and the Limited Partnership Agreement, and as otherwise provided in writing to the Trading ~~Policies~~ Advisor, and with applicable speculative position limits, (ii) to fund any ~~distributions~~ distributions, redemptions or ~~redemptions~~reapportionments among other trading advisors, if any, to the Partnership, (iii) to pay the ~~Trading Company’s~~ Partnership's expenses, (iv) to the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (v) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five calendar days of such request. ~~The~~ Except as otherwise provided herein, the Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor. In performing services for the Partnership, ~~except to the extent that such consequences result from a material breach of this Agreement by~~ the Trading Advisor may not materially alter or change the Trading ~~Advisor fails to comply with~~ Program without the prior written consent of the General Partner (and shall not effect such alteration or change on behalf of the Partnership without the General Partner's consent), it being understood that changes in the futures interests traded, provided that such futures interests are listed on Exhibit B hereto or are otherwise approved in writing by the General Partner (as set forth in Section 10(a)(iii) hereof), shall not be deemed an alteration in the Trading ~~Manager’s decision to override an instruction~~Program. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and ~~Trading Policies, and the~~ trading ~~systems, methods, and strategies~~ policies of the ~~Trading Advisor~~ Partnership described in Exhibit A hereto, the Prospectus, the Limited Partnership Agreement and as ~~disclosed~~ otherwise provided in ~~the Disclosure Information, with such changes and additions~~ writing to ~~such trading systems, methods or strategies as~~ the Trading Advisor~~, from time to time, incorporates into~~ . The Trading Advisor shall trade its ~~trading approach for accounts (including both actual and notional funds) the size~~ allocated portion of the Partnership's Net Assets pursuant to the Trading ~~Company~~Program. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a~~ 30 calendar ~~quarter, and within 45~~ days of a ~~separate~~ request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the ~~trading systems used by the~~ Trading ~~Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any,~~ Program over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts and the ~~Trading Company’s~~ Partnership's account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is becomes aware. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~programs, strategies or implementation methods ~~or degrees of leverage~~may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, ~~different risk profiles,~~ accounts ~~which~~ that commence trading at different times and accounts ~~which~~ that have different portfolios or different fiscal ~~years~~years and that such differences may cause divergent trading results. (iii) ~~Inform~~ Upon the ~~Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon~~ request of the ~~Trading Manager~~General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner with all material information concerning the Trading ~~Advisor and its activities reasonably requested by the Trading Manager~~ Advisor, other than proprietary information (including, without limitation, information relating to changes in control, ~~key~~ personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals,~~ stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage ~~commissions and related transaction~~ fees, including give-up fees at rates approved by MS&Co. arising from ~~such~~ trading by the Trading Advisor shall be for the account of the Partnership. The Trading ~~Company~~Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) ~~Subject~~ Notwithstanding anything in this Agreement to ~~Section 7(a) hereof~~the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the ~~Trading Company’s account including~~ Partnership's account, including, but not limited to, payment ~~to the Commodity Brokers (as described in Section 4 hereof)~~ of the ~~floor brokerage~~ commissions, ~~exchange,~~ exchange and 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~~trades. The Trading Advisor’s 's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders ~~to the Commodity Brokers~~for execution. The Trading Advisor shall not be responsible for errors committed or caused by MS&Co. or any other floor broker or futures commission merchant executing trades. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the ~~Trading Manager upon discovery~~ General Partner of its own ~~errors with respect to the account~~errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ General Partner of any order or trade ~~which~~ that the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedinstructions. (e) Prior to the commencement of trading by the Trading ~~Company~~Advisor, the ~~Trading Manager,~~ General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading authorization in the form attached as Exhibit C hereto, appointing the Trading Advisor the ~~Trading Company’s~~ Partnership's attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 2 contracts

Samples: Management Agreement (Morgan Stanley Spectrum Global Balanced Lp), Management Agreement (Morgan Stanley Spectrum Currency Lp)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor as disclosed in the Disclosure Information, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the Trading Company. (ii) Provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company ~~adjusted for notional funding and leverage differences, if any,~~ over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global ~~Markets Strategy -~~ Futures ~~Only~~ Portfolio (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 2 contracts

Samples: Advisory Agreement (Meritage Futures Fund L.P.), Advisory Agreement (Polaris Futures Fund L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the Trading Company. (ii) ~~Provide~~ Subject to the confidentiality obligations contained in this Agreement, provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company ~~adjusted for notional funding and leverage differences, if any,~~ over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following ~~differences in accounts~~ factors may cause divergent trading results, which include, but are not limited to: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) ~~Upon~~ Subject to the confidentiality obligations contained in this Agreement, upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its ~~Global Markets Strategy - Futures Only~~ Diversified Trading Program (the “Trading Program”), as ~~disclosed~~ described in the Disclosure ~~Information~~Document, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 2 contracts

Samples: Advisory Agreement (Meritage Futures Fund L.P.), Advisory Agreement (LV Futures Fund L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations ~~on or about July 1, 2007~~ by the Trading Advisor ~~on behalf~~ with respect to all or a portion of the assets of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of that portion of the Trading Company’s ~~assets~~assets allocated to the Trading Advisor, which shall consist of the ~~Trading Company’s~~ Allocated Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, allocated to the Trading Advisor, as specified in writing by the ~~Trading Manager~~ Managing Member and consented to by the Trading Advisor from time to time (collectively, the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the ~~Trading Manager~~ Managing Member (the “Trading Policies”); provided, however, that the ~~Trading Manager~~ Managing Member may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the ~~Trading Manager~~ Managing Member believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the ~~Trading Company~~ Account (as defined in Section 4) with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ Managing Member agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ Managing Member to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ Managing Member to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails in a material respect to comply with the ~~Trading Manager~~Managing Member’s decision to override an instruction. Notwithstanding anything to the contrary contained in this Agreement, the Trading Company shall have the right to instruct the Trading Advisor to liquidate any or all positions at any time. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading ~~Advisor as disclosed in the Disclosure Information~~Advisor, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, ~~incorporates~~ notifies the Managing Member that it is incorporating into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the Trading Company. (ii) Provide the ~~Trading Manager~~Managing Member, within ~~45 days~~ ten Business Days of the end of a calendar quarter, and within ~~45 days~~ ten Business Days of a separate request which the ~~Trading Manager~~ Managing Member may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company ~~adjusted for notional funding and leverage differences, if any,~~ over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably in all material respects as compared to such Other Accounts. Notwithstanding the foregoing, the Managing Member and the Trading Company acknowledge and agree that the Trading Advisor intends to execute spot foreign exchange, forward foreign exchange, and non-deliverable forward foreign exchange trades with RJOB, and as a consequence, there is a risk that the foreign exchange pricing and execution that the Trading Advisor obtains for the Trading Company’s account may be different from the foreign exchange pricing and execution obtained for Other Accounts, which may result in divergent trading results. The Managing Member and the Trading Company understand and accept the foregoing risk and agree that for the purpose of this Section 2(b)(ii), such divergent trading results shall be deemed not to be “material.” In providing ~~such information~~information regarding Other Accounts to the Managing Member, the Trading Advisor may take ~~such~~ reasonable steps ~~as are necessary~~ to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the ~~Trading Manager~~Managing Member’s reasonable request, consult with the ~~Trading Manager~~ Managing Member concerning any material discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the ~~Trading Manager~~ Managing Member in writing of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ Managing Member acknowledges that the following differences in accounts may cause divergent trading results: different brokerage commissions and related transaction fees, different foreign exchange margin management, different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the ~~Trading Manager when~~ Managing Member within five Business Days if the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 2 contracts

Samples: Advisory Agreement (Rjo Global Trust), Advisory Agreement (Rjo Global Trust)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about ~~July~~ December 1, 2007 by the Trading Advisor on behalf of the ~~Trading Company~~Partnership, the Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of its allocated portion of the ~~Trading Company’s assets~~Net Assets of the Partnership which initially shall be traded pursuant to its International Value Program, ~~which shall consist~~ as described in the Prospectus, and may be subsequently traded pursuant to such other of the Trading ~~Company’s Net Assets (~~Advisor's programs described in the Prospectus as ~~defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing~~ agreed to by the ~~Trading Manager~~ General Partner and ~~consented to by~~ the Trading Advisor (with such changes and additions to such trading programs as the ~~“Assets”~~Trading Advisor, from time to time, incorporates into its trading program(s) for accounts the size of the Partnership's), (collectively, the "Trading Program") on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in Exhibit A ~~to this~~ hereto, the Prospectus, the Limited Partnership Agreement and as ~~amended from time to time and~~ otherwise provided in writing to the Trading ~~Advisor by the Trading Manager (the “Trading Policies”)~~Advisor; provided, however, that the ~~Trading Manager~~ General Partner may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership, as described in Exhibit A hereto, the Prospectus and the Limited Partnership Agreement, and as otherwise provided in writing to the Trading ~~Policies~~ Advisor, and with applicable speculative position limits, (ii) to fund any ~~distributions~~ distributions, redemptions or ~~redemptions~~reapportionments among other trading advisors, if any, to the Partnership, (iii) to pay the ~~Trading Company’s~~ Partnership's expenses, (iv) to the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (v) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within two ~~trading~~ business days of such request. ~~The~~ Except as otherwise provided herein, the Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor., except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the ~~Trading Manager’s~~ General Partner's decision to override an instruction. In performing services for the Partnership, the Trading Advisor may not materially alter or change the Trading Program without the prior written consent of the General Partner (and shall not effect such alteration or change on behalf of the Partnership without the General Partner's consent), it being understood that changes in the futures interests traded, provided that such futures interests are listed on Exhibit B hereto or are otherwise approved in writing by the General Partner (as set forth in Section 10(a)(iii) hereof), shall not be deemed an alteration in the Trading Program. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and ~~Trading Policies, and the~~ trading ~~systems, methods, and strategies~~ policies of the ~~Trading Advisor~~ Partnership described in Exhibit A hereto, the Prospectus, the Limited Partnership Agreement and as ~~disclosed~~ otherwise provided in ~~the Disclosure Information, with such changes and additions~~ writing to ~~such trading systems, methods or strategies as~~ the Trading Advisor~~, from time to time, incorporates into~~ . The Trading Advisor shall trade its ~~trading approach for accounts (including both actual and notional funds) the size~~ allocated portion of the Partnership's Net Assets pursuant to the Trading ~~Company~~Program. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the ~~Trading Manager~~ General Partner may make from time to time, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of all other client accounts (“"Other Accounts”") directed by the Trading Advisor using the ~~trading systems used by the~~ Trading ~~Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any,~~ Program over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such Other Accounts and the ~~Trading Company’s~~ Partnership's account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ General Partner acknowledges that the following differences in accounts may cause divergent ~~trading~~ results: different trading programs, strategies, ~~methods or~~ implementation methods, degrees of leverage, or different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts ~~which~~ that commence trading at different times and accounts ~~which~~ that have different portfolios or different fiscal years. (iii) Inform the ~~Trading Manager~~ General Partner when the Trading Advisor’s 's open positions maintained by the Trading Advisor exceed the Trading Advisor’s 's applicable speculative position limits. (iv) Upon the request of the ~~Trading Manager~~General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner with all information concerning the Trading Advisor and its activities reasonably requested by the ~~Trading Manager~~ General Partner (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner except to the extent necessary to conduct the business of the Partnership or as required by law. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage ~~commissions and related transaction~~ fees, including give-up fees at rates approved by MS&Co. arising from ~~such~~ trading by the Trading Advisor shall be for the account of the Partnership. The Trading ~~Company~~Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) Subject to Section ~~7(a~~8(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the ~~Trading Company’s account including~~ Partnership's account, including, but not limited to, payment ~~to the Commodity Brokers (as described in Section 4 hereof)~~ of the ~~floor brokerage~~ commissions, ~~exchange,~~ exchange and 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~~trades. The Trading Advisor’s 's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the ~~Commodity Brokers~~commodity brokers, as described in Section 5. The Trading Advisor shall not be responsible for errors committed or caused by MS&Co. or any other floor broker or futures commission merchant executing trades. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the ~~Trading Manager~~ General Partner upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ General Partner of any order or trade ~~which~~ that the Trading Advisor reasonably believes was not executed in accordance with its instructions to ~~any Commodity Broker or such other~~ the commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedbrokers. (e) Prior to the commencement of trading by the Trading ~~Company~~Advisor, the ~~Trading Manager,~~ General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading authorization in the form attached as Exhibit C hereto, appointing the Trading Advisor the ~~Trading Company’s~~ Partnership's attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 2 contracts

Samples: Management Agreement (Morgan Stanley Spectrum Global Balanced Lp), Management Agreement (Morgan Stanley Spectrum Strategic Lp)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations ~~on or about July 1, 2007~~ by the Trading Advisor ~~on behalf~~ with respect to all or a portion of the assets of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of that portion of the Trading Company’s ~~assets~~assets allocated to the Trading Advisor, which shall consist of the ~~Trading Company’s~~ Allocated Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, allocated to the Trading Advisor, as specified in writing by the ~~Trading Manager~~ Managing Member and consented to by the Trading Advisor from time to time (collectively, the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the ~~Trading Manager~~ Managing Member (the “Trading Policies”); provided, however, that the ~~Trading Manager~~ Managing Member may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the ~~Trading Manager~~ Managing Member believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the ~~Trading Company~~ Account (as defined in Section 4) with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ Managing Member agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ Managing Member to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ Managing Member to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails in a material respect to comply with the ~~Trading Manager~~Managing Member’s decision to override an instruction~~. (b) The Trading Advisor shall: (i) Exercise good faith and due care~~ . Notwithstanding anything to the contrary contained in ~~trading futures interests for the account of~~ this Agreement, the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor as disclosed in the Disclosure Information, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts (including both actual and notional funds) the size of the Trading Company. (ii) Provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with summary information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any, over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ identities and their account positions. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have ~~an affirmative obligation~~ the right to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require instruct the Trading Advisor to ~~accept responsibility for,~~ liquidate any or ~~be in~~ all positions at any ~~way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained~~time. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 2 contracts

Samples: Advisory Agreement (Rjo Global Trust), Advisory Agreement (Rjo Global Trust)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms ~~and~~ conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor as disclosed in the Disclosure Information, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts (including both actual and notional funds) the size of the Trading Company. (ii) Provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with summary information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any, over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ identities and their account positions. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - – Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 2 contracts

Samples: Advisory Agreement (Polaris Futures Fund L.P.), Advisory Agreement (Meritage Futures Fund L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about ~~July~~ December 1, 2007 by the Trading Advisor on behalf of the ~~Trading Company~~Partnership, the Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of its allocated portion of the ~~Trading Company’s assets~~Net Assets of the Partnership which initially shall be traded pursuant to its Global Futures Portfolio, ~~which shall consist~~ as described in the Prospectus, and may be subsequently traded pursuant to such other of the Trading ~~Company’s Net Assets (~~Advisor's programs described in the Prospectus as ~~defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing~~ agreed to by the ~~Trading Manager~~ General Partner and ~~consented to by~~ the Trading Advisor (with such changes and additions to such trading programs as the ~~“Assets”~~Trading Advisor, from time to time, incorporates into its trading program(s) for accounts the size of the Partnership's), (collectively, the "Trading Program") on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in Exhibit A ~~to this~~ hereto, the Prospectus, the Limited Partnership Agreement and as ~~amended from time to time and~~ otherwise provided in writing to the Trading ~~Advisor by the Trading Manager (the “Trading Policies”)~~Advisor; provided, however, that the ~~Trading Manager~~ General Partner may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership, as described in Exhibit A hereto, the Prospectus and the Limited Partnership Agreement, and as otherwise provided in writing to the Trading ~~Policies~~ Advisor, and with applicable speculative position limits, (ii) to fund any ~~distributions~~ distributions, redemptions or ~~redemptions~~reapportionments among other trading advisors, if any, to the Partnership, (iii) to pay the ~~Trading Company’s~~ Partnership's expenses, (iv) to the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (v) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within two ~~trading~~ business days of such request. ~~The~~ Except as otherwise provided herein, the Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor., except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the ~~Trading Manager’s~~ General Partner's decision to override an instruction. In performing services for the Partnership, the Trading Advisor shall give the General Partner prior written notice of any change in the Trading Program that the Trading Advisor considers material (and shall not effect such change on behalf of the Partnership without the General Partner's consent), it being understood that changes in the futures interests traded, provided that such futures interests are listed on Exhibit B hereto or are otherwise approved in writing by the General Partner (as set forth in Section 10(a)(iii) hereof), shall not be deemed an alteration in the Trading Program. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and ~~Trading Policies, and the~~ trading ~~systems, methods, and strategies~~ policies of the ~~Trading Advisor~~ Partnership described in Exhibit A hereto, the Prospectus, the Limited Partnership Agreement and as ~~disclosed~~ otherwise provided in ~~the Disclosure Information, with such changes and additions~~ writing to ~~such trading systems, methods or strategies as~~ the Trading Advisor~~, from time to time, incorporates into~~ . The Trading Advisor shall trade its ~~trading approach for accounts (including both actual and notional funds) the size~~ allocated portion of the Partnership's Net Assets pursuant to the Trading ~~Company~~Program. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the ~~Trading Manager~~ General Partner may make from time to time, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of ~~all other client accounts (“Other Accounts”)~~ the Trading Advisor's fund and the composite performance as directed by the Trading Advisor using the ~~trading systems used by the~~ Trading ~~Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any,~~ Program over a specified period of time ~~for the purpose of confirming that the Trading Company has been treated equitably compared to such~~ ("Other Accounts"). In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such Other Accounts and the ~~Trading Company’s~~ Partnership's account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ General Partner acknowledges that the following differences in accounts may cause divergent ~~trading~~ results: different trading programs, strategies, ~~methods or~~ implementation methods, degrees of leverage, or different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts ~~which~~ that commence trading at different times and accounts ~~which~~ that have different portfolios or different fiscal years. (iii) Inform the ~~Trading Manager~~ General Partner when the Trading Advisor’s 's open positions maintained by the Trading Advisor exceed the Trading Advisor’s 's applicable speculative position limits. (iv) Upon the request of the ~~Trading Manager~~General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner with all information concerning the Trading Advisor and its activities reasonably requested by the ~~Trading Manager~~ General Partner (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner except to the extent necessary to conduct the business of the Partnership or as required by law. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage ~~commissions and related transaction~~ fees, including give-up fees at rates approved by MS&Co. arising from ~~such~~ trading by the Trading Advisor shall be for the account of the Partnership. The Trading ~~Company~~Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) Subject to Section ~~7(a~~8(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the ~~Trading Company’s account including~~ Partnership's account, including, but not limited to, payment ~~to the Commodity Brokers (as described in Section 4 hereof)~~ of the ~~floor brokerage~~ commissions, ~~exchange,~~ exchange and 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~~trades. The Trading Advisor’s 's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the ~~Commodity Brokers~~commodity brokers, as described in Section 5. The Trading Advisor shall not be responsible for errors committed or caused by MS&Co. or any other floor broker or futures commission merchant executing trades. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the ~~Trading Manager~~ General Partner upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ General Partner of any order or trade ~~which~~ that the Trading Advisor reasonably believes was not executed in accordance with its instructions to ~~any Commodity Broker or such other~~ the commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedbrokers. (e) Prior to the commencement of trading by the Trading ~~Company~~Advisor, the ~~Trading Manager,~~ General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading authorization in the form attached as Exhibit C hereto, appointing the Trading Advisor the ~~Trading Company’s~~ Partnership's attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 2 contracts

Samples: Management Agreement (Morgan Stanley Spectrum Global Balanced Lp), Management Agreement (Morgan Stanley Spectrum Select Lp)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in ~~Exhibit A~~ the Disclosure Document with respect to the Trading Program (as defined in Section 2(f) below), this Agreement as amended from time to time (including but not limited to Exhibit A) and ~~provided~~ as otherwise agreed in writing to by the Trading Advisor by and the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor ~~without~~ with notice if reasonably practicable to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within ~~two trading~~ five calendar days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an ~~instruction~~instruction which was notified to the Trading Advisor pursuant to the terms of this Agreement. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the ~~prohibitions and~~ Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the Trading Company. (ii) Provide the Trading Manager, within 45 days of ~~the end of~~ a ~~calendar quarter, and within 45 days of a separate~~ request which the Trading Manager may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account and the performance of ~~all other client accounts~~ the Aspect Diversified Fund (“Other ~~Accounts~~Account”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company ~~adjusted for notional funding and leverage differences, if any,~~ over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other ~~Accounts~~Account. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other ~~Accounts~~ Account and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, different instruments traded, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading ~~Manager~~Manager and subject to reasonable assurances of confidentiality by the Trading Manager and the Company, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager other than Proprietary Information (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their ~~principals~~principals (including, for the purposes of this Section 2(c), RMF Investment Management), stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. The Trading Advisor makes no representations as to whether its trading will produce profits or avoid losses. The Trading Company and the Trading Manager acknowledge that past performance of accounts managed by the Trading Advisor are not necessarily indicative of future results. (di) ~~Subject~~ Notwithstanding anything in this Agreement to ~~Section 7(a) hereof~~the contrary, the Trading Advisor shall assume financial responsibility for any trading errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account ~~including payment~~ where any single trading error has occurred as a direct result of human error, including, but not limited to, involving the inputting of trading signals improperly or the communication of orders for execution incorrectly (“Trading Errors”), provided that the Trading Advisor shall not have financial responsibility for any Trading Error unless that Trading Error causes a loss to the ~~Commodity Brokers~~ Trading Company’s account equal to or greater than US$50,000 or such other amount as agreed pursuant to Section 2(d)(ii) hereof (~~as described in Section 4 hereof) of~~ the ~~floor brokerage commissions~~“Material Loss”), ~~exchange, NFA fees, and other transaction charges and give-up charges incurred~~ such Material Loss being determined by the ~~Commodity Broker on such trades but only for~~ Trading Advisor, acting reasonably and in good faith, in accordance with the ~~amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The~~ Trading Advisor’s ~~errors~~ allocation policy. (ii) The Trading Advisor and the Trading Company may agree to adjust the Material Loss amount, from time to time in the future, both acting reasonably and in good faith and taking into account factors such as the size of the Trading Company’s account, applicable exchange rates and any other factors that either the Trading Advisor or the Trading Company deem to be relevant at the appropriate time. (iii) The Trading Advisor shall ~~include, but~~ not be ~~limited~~ liable for any errors other than Trading Errors in accordance with Section 2(d)(i) hereof, except for an error resulting in a loss to the Trading Company’s account that is directly caused by an act or omission of the Trading Advisor or its employees, directors or officers which constitutes willful misconduct or negligence or is the result of any such person not having acted in good faith and in the reasonable belief that such acts or omissions were in, or not opposed to, ~~inputting improper trading signals~~ the best interests of the Trading Company. (iv) The Trading Advisor shall not be financially responsible for errors committed or ~~communicating incorrect orders to the~~ caused by a Commodity ~~Brokers~~Broker or any other executing broker, floor broker or futures commission merchant executing trades, or any clearing broker. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the Trading Manager ~~upon discovery~~ of ~~its own errors with respect~~ any Trading Error which has resulted in a Material Loss as defined in Section 2(d)(i) hereof and any error subject to ~~the account~~Section 2(d)(iii) hereof, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize ~~its Global Markets Strategy - Futures Only~~ it’s Aspect Diversified Program (the “Trading Program”), as ~~disclosed~~ described in the Disclosure ~~Information~~Document, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 2 contracts

Samples: Advisory Agreement (Polaris Futures Fund L.P.), Advisory Agreement (Meritage Futures Fund L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about ~~July~~ June 1, ~~2007~~ 2011 by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section ~~5(c~~6(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor ~~without notice to the Trading Advisor~~ to the extent necessary (i) to comply with ~~the Trading Policies and with~~ applicable speculative position ~~limits,~~ limits imposed by the CFTC or a particular market (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes ~~doing~~ do so is necessary ~~for the protection of~~ to comply with its fiduciary duties to the Trading Company, (v) subject to Section 7, to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within ~~two~~ three trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a ~~material~~ breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. The Trading Manager agrees that any exercise of its override authority under this Section 2(a) will be effected solely by the Trading Manager or a Trading Manager affiliate. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading ~~Policies,~~ Policies and the ~~trading systems, methods, and strategies of the~~ Trading Advisor as disclosed in the Disclosure Information, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts (including both actual and notional funds) the size of the Trading CompanyProgram. (ii) Provide the Trading Manager, within 45 days of the end of a each calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company ~~adjusted for notional funding and leverage differences, if any,~~ over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its ~~Global Markets Strategy - Futures Only~~ U.S. Diversified Program subject to any differences resulting from restrictions placed on the Trading Company’s trading portfolio due to the Trading Manager’s not consenting to or delaying its consent to trade an instrument (the “Trading Program”)~~, as disclosed in the Disclosure Information, and as modified from time to time~~. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on ~~Exhibit C.~~ “Approved Instruments List” and approved in writing between the Trading Advisor and the Trading Manager. Changes in the futures interests traded, provided that such futures interests are listed on ~~Exhibit C~~the “Approved Instruments List”, shall not be deemed a modification of the Trading Program.

Appears in 2 contracts

Samples: Advisory Agreement (Managed Futures Profile MV, L.P.), Advisory Agreement (Managed Futures Profile HV, L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations ~~on or about July 1, 2007~~ by the Trading Advisor ~~on behalf~~ with respect to all or a portion of the assets of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of that portion of the Trading Company’s ~~assets~~assets allocated to the Trading Advisor, which shall consist of the ~~Trading Company’s~~ Allocated Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, allocated to the Trading Advisor, as specified in writing by the ~~Trading Manager~~ Managing Member and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the ~~Trading Manager~~ Managing Member (the “Trading Policies”); provided, however, that the ~~Trading Manager~~ Managing Member may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the ~~Trading Manager~~ Managing Member believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the ~~Trading Company~~ Account (as defined in Section 4) with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ Managing Member agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ Managing Member to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ Managing Member to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the ~~Trading Manager~~Managing Member’s decision to override an instruction. Notwithstanding anything to the contrary contained in this Agreement, the Trading Company shall have the right to instruct the Trading Advisor to liquidate any or all positions at any time. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the Trading Company. (ii) Provide the ~~Trading Manager~~Managing Member, within 45 10 business days of the end of a calendar quarter, and within 45 10 business days of a separate request which the ~~Trading Manager~~ Managing Member may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company ~~adjusted for notional funding and leverage differences, if any,~~ over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the ~~Trading Manager~~Managing Member’s request, consult with the ~~Trading Manager~~ Managing Member concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the ~~Trading Manager~~ Managing Member in writing of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ Managing Member acknowledges that the following differences in accounts may cause divergent trading results: different brokerage commissions and related transaction fees, different foreign exchange margin management, different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the ~~Trading Manager~~ Managing Member when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the ~~Trading Manager~~Managing Member, promptly provide the ~~Trading Manager~~ Managing Member with all information concerning the Trading Advisor and its activities reasonably requested by the ~~Trading Manager~~ Managing Member (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). . Additionally, the Trading Advisor agrees to furnish X.X. X’Xxxxx & Associates, LLC (c“RJOB”) ~~All purchases and sales~~ in an electronic format as requested by RJOB (i) a final report of ~~futures interests pursuant to this Agreement shall be for the account, and~~ all trades at the ~~risk,~~ end of each business day and (ii) a report of any trade made involving a position with a required initial margin equal to 10% or more of the Assets within 30 minutes of the Trading ~~Company~~ Advisor’s receipt of confirmation, verbal or otherwise, from the executing broker that such a trade has been executed. The Trading Advisor further acknowledges and ~~not for~~ agrees that the ~~account, or at the risk~~ timely provision of all such information is of the ~~Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls~~ essence in order to enable the Trading ~~Advisor. All brokerage commissions~~ Company, its designated entities, and ~~related transaction fees arising from such trading by~~ RJOB to monitor and comply with mandatory risk control algorithms imposed upon the ~~Trading Advisor shall be for the account~~ operation of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 2 contracts

Samples: Advisory Agreement (Rjo Global Trust), Advisory Agreement (Rjo Global Trust)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about ~~July~~ October 1, ~~2007~~ 2009, by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section ~~5(c~~6(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Manager agrees to inform the Trading Advisor as soon as reasonably practicable in circumstances where it has overridden the instructions of the Trading Advisor. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure Information, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the Trading Company. (ii) Provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may reasonably make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company ~~adjusted for notional funding and leverage differences, if any,~~ over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon reasonable request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained.1 (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its GLC Global ~~Markets Strategy - Futures Only~~ Macro program (the “Trading Program”), as ~~disclosed~~ described in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s ~~consent~~consent (such consent not to be unreasonably withheld)), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program. (g) The Trading Advisor has in operation a written procedure in accordance with the rules of the Financial Services Authority in the United Kingdom (the “FSA”) (the “Rules”) for the effective consideration and proper handling of complaints from customers. Any complaint should be referred to the Compliance Officer of the Trading Advisor. The parties hereto agree that the Trading Company is a Professional Client within the Rules and is not an eligible complainant as defined in “Dispute Resolution: Complaints Sourcebook” of the Rules. Accordingly, the Trading Company has no right of complaint to the Financial Ombudsmen Service in respect of any dispute arising out of the Trading Advisor’s performance of its obligations under this Agreement.

Appears in 2 contracts

Samples: Advisory Agreement (Managed Futures Profile MV, L.P.), Advisory Agreement (Managed Futures Profile LV, L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, ~~2007~~ 2007, by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (provided that the Trading Manager will provide the Trading Advisor prior notice where practicable) (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the ~~prohibitions and Trading Policies~~(1) Diversified Program, ~~and~~ as described in the ~~trading systems~~Disclosure Document, ~~methods, and strategies of~~ as modified by the Trading Advisor ~~as disclosed in the Disclosure Information, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor,~~ from time to ~~time, incorporates into its trading approach for accounts~~ time (~~including both actual~~ the “Trading Program”) and ~~notional funds~~(2) the ~~size of the~~ Trading ~~Company~~Policies. (ii) ~~Provide~~ Subject to assurances of confidentiality, as provided for herein, by the Trading Manager and the Trading Company, provide the Trading Manager, within 45 days of ~~the end of a calendar quarter, and within 45 days of a separate~~ any request which the Trading Manager may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account ~~and~~ with the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the trading ~~systems used by the Trading Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any,~~ Program (“Other Accounts”) over a specified period of time for the purpose of confirming that the Trading Company account has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, ~~methods~~ methods, sizes, or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading ~~Manager~~Manager and subject to assurances of confidentiality, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. The Trading Advisor makes no representations as to whether such trading will produce profits or avoid losses. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a ~~modification~~ material change of the Trading Program.

Appears in 2 contracts

Samples: Advisory Agreement (LV Futures Fund L.P.), Advisory Agreement (Meritage Futures Fund L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, ~~2007~~ 2007, by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as ~~a Trading Advisor~~ the trading advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (collectively, the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures ~~interest~~ interests trading of the Trading Company ~~with~~ by the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, ~~except~~ except, subject to Section 7(a), to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ that are similar in size to the ~~size~~ account of the Trading ~~Company~~Company and traded pursuant to the Trading Program (as defined in Section 2(f)). (ii) ~~Provide~~ Subject to assurances of confidentiality, provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the ~~trading systems~~ Trading Program used by the Trading Advisor on behalf of the Trading Company ~~adjusted for notional funding and leverage differences, if any,~~ (“Other Accounts”) over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably on an overall basis compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges ~~that~~ that, among others, the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, differing account sizes, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years.. The provisions of this Section 2(b)(ii) shall not apply to, and shall in no manner restrict, the Trading Advisor’s management of any accounts it currently manages or may hereafter manage for current and/or former principals and/or Affiliates of the Trading Advisor under any circumstances; (iii) ~~Inform~~ Subject to assurances of confidentiality, as provided for herein, inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed ~~the Trading Advisor’s~~ applicable speculative position limits.; and (iv) Upon request of the Trading Manager, subject to assurances of confidentiality, as provided for herein, promptly provide the Trading Manager with all material information concerning the Trading Advisor ~~and its activities~~ reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key ~~personnel,~~ personnel or trading approach). Nothing contained in this Agreement shall require the Trading Advisor to disclose the details of its trading systems, programs or ~~financial condition)~~strategies. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its ~~affiliates~~ Affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. The Trading Advisor makes no representations as to whether such trading will produce profits or avoid losses. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. However, the Trading Advisor shall not be responsible for errors committed or caused by the Commodity Brokers or by floor brokers or other futures commission merchants. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its ~~Global Markets Strategy - Futures Only~~ Standard Risk (USD) profile of its Diversified Trend Program (the “Trading Program”), as ~~disclosed~~ described in the Disclosure ~~Information~~Document, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s ~~consent~~consent which consent shall be deemed to be given if the Trading Manager has not objected to this change within 5 days following the Trading Advisor’s having provided the Trading Manager with prior written notice of such change), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. C.. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit CC., shall not be deemed a modification of the Trading Program.

Appears in 2 contracts

Samples: Advisory Agreement (LV Futures Fund L.P.), Advisory Agreement (Meritage Futures Fund L.P.)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of ~~the Trading Company’s assets, which shall consist~~ its allocable share of the ~~Trading Company’s~~ Net Assets ~~(as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by~~ of the ~~Trading Manager and consented to by the Trading Advisor (the “Assets”),~~ Partnership on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in ~~Exhibit A to~~ this ~~Agreement~~ Agreement, or the Prospectus or as ~~amended from time to time and~~ otherwise provided in writing to the Trading ~~Advisor by the Trading Manager (the “Trading Policies”)~~Advisor; ~~provided~~PROVIDED, ~~however~~HOWEVER, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the ~~Trading Policies~~ trading policies of the Partnership and with applicable speculative position limits, (ii) to fund any ~~distributions~~ distributions, redemptions, or ~~redemptions~~reapportionments among other trading advisors to the Partnership, (iii) to pay the ~~Trading Company’s~~ Partnership's expenses, (iv) to the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (v) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five calendar days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor, except to the extent that ~~such consequences result from a material~~ the Trading Advisor is in breach of this ~~Agreement~~ Agreement. In performing services to the Partnership the Trading Advisor may not materially alter the trading program(s) used by the Trading Advisor or in investing and reinvesting its allocable share of the Partnership's Net Assets in futures interests as described in the Prospectus without the prior written consent of the General Partner, it being understood that changes in the futures interests traded shall not be deemed an alteration in the Trading ~~Advisor fails to comply with the Trading Manager’s decision to override an instruction~~Advisor's trading program(s). (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and trading policies of the Partnership described in the Prospectus and as otherwise provided in writing to the Trading ~~Policies,~~ Advisor and the trading programs, systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the ~~Disclosure Information~~Prospectus, with such changes and additions to such trading programs, systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading ~~approach~~ programs for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company~~Partnership. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a calendar quarter, and within 45~~ 30 days of a ~~separate~~ request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the trading ~~systems~~ programs used by the Trading Advisor ~~on behalf of~~ for the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Partnership over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts and the ~~Trading Company’s~~ Partnership's account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~programs, strategies or implementation methods ~~or degrees of leverage~~may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, ~~different risk profiles,~~ accounts ~~which~~ that commence trading at different ~~times and~~ times, accounts which have different portfolios or different fiscal ~~years~~years and that such differences may cause divergent trading results. (iii) ~~Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv)~~ Upon request of the ~~Trading Manager~~General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner with all material information concerning the Trading Advisor ~~and its activities reasonably requested by the Trading Manager~~ other than proprietary information (including, without limitation, information relating to changes in control, ~~key~~ personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals,~~ stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage ~~commissions and related transaction~~ fees arising from ~~such~~ trading by the Trading Advisor shall be for the account of the Partnership. The Trading ~~Company~~Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) ~~Subject~~ Notwithstanding anything in this Agreement to ~~Section 7(a) hereof~~the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the ~~Trading Company’s account~~ Partnership's account, including payment to ~~the Commodity Brokers (as described in Section 4 hereof)~~ DWR of the floor brokerage commissions, ~~exchange,~~ exchange and NFA fees, and other transaction charges and give-up charges incurred by ~~the Commodity Broker~~ DWR on such trades but only for the amount of ~~the Commodity Brokers’~~ DWR's out-of-pocket costs in respect thereof. The Trading Advisor’s 's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to for execution. However, the ~~Commodity Brokers~~Trading Advisor shall not be responsible for errors committed or caused by DWR or by floor brokers or other FCM's. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the ~~Trading Manager upon discovery~~ General Partner of its own ~~errors with respect to the account~~errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ General Partner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedinstructions. (e) Prior to the commencement of ~~trading by the Trading Company~~trading, the ~~Trading Manager,~~ General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the ~~Trading Company’s~~ Partnership's attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 2 contracts

Samples: Management Agreement (Witter Dean Spectrum Strategic Lp), Management Agreement (Witter Dean Spectrum Strategic Lp)

Duties of the Trading Advisor. (a) ~~Upon~~ Speculative Trading. Commencing on December 3, 2001, the ~~commencement of~~ ------------------- Trading Advisor shall act as a trading ~~operations on or about July 1, 2007 by~~ advisor for the Trading ~~Advisor~~ Company, acting independently from any other advisors or managers selected to direct accounts on behalf of the Trading Company. The Trading Advisor and the Trading Company agree that in managing an account for the Trading Company, the Trading Advisor ~~hereby agrees to act~~ shall apply its Balanced Portfolio Program as a contemplated by the Trading Advisor's Commodity Trading Advisor ~~for~~ Disclosure Document dated October 31, 2001 (the "Initial CTA Disclosure Document"), as such program may be developed and modified over time (except that the Trading ~~Company and~~Advisor may not abandon the basic asset allocation principles on which the Balanced Portfolio Program is based). The Trading Advisor may use a different program in managing the Trading Company's account only with the consent of the Trading Company. Except as provided otherwise in this Section 1, ~~as such,~~ the Trading Advisor shall have sole and exclusive authority and responsibility for directing the investment and reinvestment of the Trading Company~~’s assets, which shall consist of~~ 's assets pursuant to and in accordance with the Trading ~~Company’s Net Assets (~~Advisor's best judgment and the Balanced Portfolio Program as ~~defined~~ described in ~~Section 5(c) hereof) plus “notional” funds~~the Initial CTA Disclosure Document, ~~if any~~and as refined and modified from time to time in the future in accordance herewith, ~~as specified in writing by~~ for the ~~Trading Manager~~ period and ~~consented to by the Trading Advisor (the “Assets”),~~ on the terms and conditions set forth herein and in accordance with the ~~prohibitions~~ Trading Company's trading strategies and policies (the "Trading Strategies") as described in the Prospectus and the ~~trading policies set forth in Exhibit A to this~~ Limited Partnership Agreement ~~as amended from time to time and provided in writing to~~ of the Trading ~~Advisor~~ Company (the "Limited Partnership Agreement") or as may be modified by the Trading ~~Manager (~~Company with the ~~“Trading Policies”); provided, however, that~~ prior consent of the Trading ~~Manager~~ Advisor. Notwithstanding the foregoing, the Trading Company or the General Partner may override the trading instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent ~~necessary~~ necessary: (i) to comply with the Trading ~~Policies and with applicable speculative position limits,~~ Strategies; (ii) to fund any distributions or ~~redemptions,~~ redemptions of Units to be made by the Partnership; (iii) to pay the Trading Company’s 's and the Partnership's expenses, ; (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of deleverage the Trading Company in accordance with the ~~prohibitions and Trading Policies, and the trading systems, methods, and strategies~~ terms of the ~~Trading Advisor as disclosed in the Disclosure Information,~~ Prospectus; and/or (v) to comply with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts (including both actual and notional funds) the size of the Trading Company. (ii) Provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with summary information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any, over a specified period of time for the purpose of confirming speculative position limits; provided that the Trading Company ~~has been treated equitably compared to such Other Accounts. In providing such information,~~ and the General Partner shall permit the Trading Advisor ~~may take such steps as are necessary~~ three days in which to ~~assure~~ liquidate positions for the ~~confidentiality of the Trading Advisor’s clients’ identities~~ purposes set forth in clauses (ii), (iii) and (v) prior to exercising their ~~account positions~~override authority. The Trading Advisor ~~shall, upon~~ will not be liable to the Trading ~~Manager’s request, consult with~~ Company solely as a result of any loss caused by the intervention of Trading ~~Manager concerning any discrepancies between~~ Company or the ~~performance of such Other Accounts and the Trading Company’s account~~General Partner. The Trading ~~Advisor shall promptly inform~~ Company and the General Partner both specifically acknowledge that in agreeing to manage an account for the Trading ~~Manager in writing of any material discrepancies of which~~ Company the Trading Advisor is ~~aware. The Trading Manager acknowledges that the following differences~~ in ~~accounts may cause divergent trading results: different trading strategies, methods~~ no respects making any guarantee of profits or ~~degrees~~ of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to timeprotections against loss. The Trading Advisor shall give the Trading ~~Manager~~ Company prompt written notice of any proposed material change in the Balanced Portfolio Program or the manner in which trading decisions are to be made or implemented and shall not make any such proposed change with respect to trading for the Trading Company without having given the Trading Company and the General Partner at least 30 days' prior written notice of ~~any change in~~ such change. The addition and/or deletion of commodity interests from the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded Company's portfolio managed by the Trading Advisor ~~not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C,~~ shall not be deemed a ~~modification~~ change in the Balanced Portfolio Program and prior written notice to the Trading Company or the General Partner shall not be required therefor (unless the deletion constitutes an abandonment of the ~~Trading Program~~basic asset allocation principles on which the Balanced Portfolio Program is based).

Appears in 1 contract

Samples: Advisory Agreement (Four Seasons Fund Ii L P)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor as disclosed in the Disclosure Information, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the Trading Company. (ii) Provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company ~~adjusted for notional funding and leverage differences, if any,~~ over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global ~~Markets Strategy -~~ Futures ~~Only~~ Portfolio (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (Morgan Stanley Managed Futures HV, L.P.)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to continue to act as ~~a Trading Advisor~~ the trading advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for ~~directing~~ advising the investment and reinvestment of the ~~Trading Company’s assets, which shall consist~~ assets of the ~~Trading Company’s Net Assets (as defined~~ Partnership in ~~Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”),~~ futures interests on the terms and conditions and in accordance with the ~~prohibitions~~ restrictions and ~~the~~ trading policies set forth in ~~Exhibit A to~~ this Agreement, the Partnership's Limited Partnership Agreement as ~~amended~~ from time to time ~~and provided~~ in ~~writing to the Trading Advisor by the Trading Manager~~ effect (the ~~“Trading Policies”~~"Limited Partnership Agreement"), and the Prospectus; ~~provided~~PROVIDED, ~~however~~HOWEVER, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the ~~Trading Policies and with applicable speculative position limits~~trading policies of the Partnership described in the Limited Partnership Agreement, (ii) to fund any distributions or redemptions, (iii) to pay the ~~Trading Company’s~~ Partnership's expenses, (iv) to the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (v) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in clauses (ii) or and (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five calendar days of such request. ~~The~~ Except as otherwise provided herein, the Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor, except to the extent that ~~such consequences result from a material~~ the Trading Advisor is in breach of this ~~Agreement~~ Agreement. In performing services to the Partnership the Trading Advisor may not materially alter the trading program(s) used by the Trading Advisor in investing and reinvesting the Partnership's Net Assets (as defined in Section 6(c) hereof) in futures interests as described in the Prospectus without the prior written consent of the General Partner, it being understood that changes in the futures interests or markets traded shall not be deemed an alteration in the Trading ~~Advisor fails to comply with the Trading Manager’s decision to override an instruction~~Advisor's trading program(s). (b) The Trading Advisor ~~shall~~shall : (i) ~~Exercise~~ exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the ~~prohibitions~~ restrictions and trading policies of the Partnership described in the Prospectus, Exhibit A hereto, and as otherwise provided in writing and consented to by the Trading ~~Policies,~~ Advisor and the trading programs, systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the ~~Disclosure Information~~Prospectus, with such changes and additions to such trading ~~systems, methods or strategies~~ strategy as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company~~Partnership. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a~~ thirty calendar ~~quarter, and within 45~~ days of a ~~separate~~ reasonable request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the trading ~~systems~~ programs used by the Trading Advisor ~~on behalf of~~ for the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Partnership over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's reasonable request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts and the ~~Trading Company’s~~ Partnership's account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~programs, strategies or implementation methods ~~or degrees of leverage~~may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, ~~different risk profiles,~~ accounts ~~which~~ that commence trading at different ~~times and~~ times, accounts which have different portfolios or different fiscal ~~years~~years and that such differences may cause divergent trading results. (iii) ~~Inform~~ Upon the ~~Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon~~ reasonable request of the ~~Trading Manager~~General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner with all material information concerning the Trading Advisor ~~and its activities reasonably requested by the Trading Manager~~ other than proprietary information (including, without limitation, information relating to changes in control, ~~key~~ personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals,~~ stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage fees and commissions ~~and related transaction fees~~ arising from ~~such~~ trading by the Trading Advisor shall be for the account of the ~~Trading Company~~Partnership. (d) ~~Subject~~ Notwithstanding any provision of this Agreement to ~~Section 7(a) hereof~~the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the ~~Trading Company’s account~~ Partnership's account, including payment to ~~the Commodity Brokers (as described in Section 4 hereof)~~ DWR of the floor brokerage commissions, ~~exchange,~~ exchange and NFA fees, and other transaction charges and give-up charges incurred by ~~the Commodity Broker~~ DWR on such trades but only for the amount of ~~the Commodity Brokers’~~ DWR's out-of-pocket costs in respect thereof. The Trading Advisor’s 's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to any commodity broker for the ~~Commodity Brokers~~Partnership. However, the Trading Advisor shall not be responsible for errors committed or caused by any commodity broker for the Partnership. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the ~~Trading Manager upon discovery~~ General Partner of its own ~~errors with respect to the account~~errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ General Partner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any ~~Commodity Broker or such other~~ commodity broker ~~utilized to execute orders~~ for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedPartnership. (e) ~~Prior to the commencement of trading by the Trading Company, the Trading Manager,~~ The General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading authorization in the form annexed hereto as EXHIBIT B appointing the Trading Advisor the ~~Trading Company’s~~ Partnership's attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Dean Witter Spectrum Commodity L P)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and ~~responsibility~~ responsibility, commencing December 1, 2006, for directing the investment and reinvestment of the ~~Trading Company’s assets~~Net Assets of the Partnership, which initially shall ~~consist~~ be traded pursuant to its Diversified Trading Program as described in the Prospectus, and may be subsequently traded pursuant to such other of the Trading ~~Company’s Net Assets~~ Advisor's programs described in the Prospectus as General Partner may instruct (with such changes and additions to such trading programs as ~~defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by~~ the Trading ~~Manager and consented~~ Advisor, from time to by time, incorporates into its trading program(s) for accounts the ~~Trading Advisor (~~size of the ~~“Assets”~~Partnership), (collectively, the "Trading Program") on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in Exhibit A ~~to this~~ hereto, the Prospectus, the Limited Partnership Agreement and as ~~amended from time to time and~~ otherwise provided in writing to the Trading ~~Advisor by the Trading Manager (the “Trading Policies”)~~Advisor; provided, however, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership, as described in Exhibit A hereto, the Prospectus, the Limited Partnership Agreement and as otherwise provided in writing to the Trading ~~Policies~~ Advisor, and with applicable speculative position limits, (ii) to ~~fund any distributions or redemptions~~pay the Partnership's expenses, (iii) to ~~pay the Trading Company’s expenses, (iv) to~~ the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (viv) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (viv) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in ~~clauses~~ clause (ii~~) or (iii~~) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to ~~make~~ facilitate making the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five calendar days of such request. ~~The~~ Except as otherwise provided herein, the Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor. In performing services for the Partnership, ~~except to the extent that such consequences result from a material breach of this Agreement by~~ the Trading Advisor may not materially alter or change the Trading ~~Advisor fails to comply with~~ Program without the prior written consent of the General Partner (and shall not effect such alteration or change on behalf of the Partnership without the General Partner's consent), and it being understood that changes in the futures interests traded, provided that such futures interests are listed in Exhibit B hereto, shall not be deemed an alteration in the Trading ~~Manager’s decision to override an instruction~~Program. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and ~~Trading Policies, and the~~ trading ~~systems, methods, and strategies~~ policies of the ~~Trading Advisor~~ Partnership described in Exhibit A hereto, the Prospectus, the Limited Partnership Agreement and as ~~disclosed~~ otherwise provided in ~~the Disclosure Information, with such changes and additions~~ writing to ~~such trading systems, methods or strategies as~~ the Trading Advisor~~, from time~~ . The Trading Advisor shall trade the Partnership's Net Assets pursuant to ~~time, incorporates into its trading approach for accounts (including both actual and notional funds) the size of~~ the Trading ~~Company~~Program. (ii) ~~Provide~~ Subject to Section 12 hereof and reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a~~ 30 calendar ~~quarter, and within 45~~ days of a ~~separate~~ request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the ~~trading systems used by the~~ Trading ~~Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any,~~ Program over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts and the ~~Trading Company’s~~ Partnership's account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is becomes aware. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~programs, strategies or implementation methods ~~or degrees of leverage~~may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, ~~different risk profiles,~~ accounts ~~which~~ that commence trading at different ~~times and~~ times, accounts which have different portfolios or different fiscal ~~years~~years and that such differences may cause divergent trading results. (iii) ~~Inform~~ Upon the ~~Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon~~ request of the ~~Trading Manager~~General Partner and subject to Section 12 hereof and to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner with all material information concerning the Trading Advisor other than proprietary information and ~~its activities reasonably requested by the Trading Manager~~ Confidential Information (including, without limitation, information relating to changes in control, ~~key~~ personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals,~~ stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage ~~commissions and related transaction~~ fees, including give-up fees at rates approved by Morgan Stanley DW, arising from ~~such~~ trading by the Trading Advisor ~~shall be for the account~~ shalx xx xox xxx xxxxunt of the Partnership. The Trading ~~Company~~Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) ~~Subject~~ Notwithstanding anything in this Agreement to ~~Section 7(a) hereof~~the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the ~~Trading Company’s account including~~ Partnership's account, including, but not limited to, payment ~~to the Commodity Brokers (as described in Section 4 hereof)~~ of the floor brokerage commissions, ~~exchange,~~ exchange and 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~~trades. The Trading Advisor’s 's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders ~~to the Commodity Brokers~~for execution. The Trading Advisor shall not be responsible for errors committed or caused by Morgan Stanley DW, Morgan Stanley & Co. Incorporated, an affiliate xx xxx Xxxxxxx Xxrtxxx ("MX&Xx.") or any other floor broker or futures commission merchant executing trades. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the ~~Trading Manager upon discovery~~ General Partner of its own ~~errors with respect to the account~~errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ General Partner of any order or trade ~~which~~ that the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedinstructions. (e) Prior to the commencement of ~~trading by the Trading Company~~trading, the ~~Trading Manager,~~ General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading ~~authorization~~ authorization, in the form attached as Exhibit C hereto, appointing the Trading Advisor the ~~Trading Company’s~~ Partnership's attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Charter WCM L.P.)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of ~~the Trading Company’s assets, which shall consist~~ its allocable share of the ~~Trading Company’s~~ Net Assets ~~(as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by~~ of the ~~Trading Manager and consented to by the Trading Advisor (the “Assets”),~~ Partnership on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in ~~Exhibit A to~~ this Agreement ~~as amended from time to time and~~ or provided in writing to the Trading ~~Advisor by the Trading Manager (the “Trading Policies”)~~Advisor; provided, however, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership described in writing to the Trading ~~Policies~~ Advisor and with applicable speculative position limits, (ii) to fund any ~~distributions~~ distributions, redemptions, or ~~redemptions~~reapportionments among other trading advisors to the Partnership, (iii) to pay the ~~Trading Company’s~~ Partnership's expenses, (iv) to the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (v) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor, except to the extent that ~~such consequences result from a material~~ the Trading Advisor is in breach of this ~~Agreement~~ Agreement. In performing services to the Partnership the Trading Advisor may not materially alter the trading program(s) used by the Trading Advisor or in investing and reinvesting its allocable share of the Partnership's Net Assets in futures interests as described in the Prospectus without the prior written consent of the General Partner, it being understood that changes in the futures interests traded shall not be deemed an alteration in the Trading ~~Advisor fails to comply with the Trading Manager’s decision to override an instruction~~Advisor's trading program(s). (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and trading policies of the Partnership provided in writing to the Trading ~~Policies,~~ Advisor and the trading programs, systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the ~~Disclosure Information~~Prospectus, with such changes and additions to such trading programs, systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading ~~approach~~ programs for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company~~Partnership. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a calendar quarter, and within 45~~ 30 days of a ~~separate~~ request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the trading ~~systems~~ programs used by the Trading Advisor ~~on behalf of~~ for the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Partnership over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts and the ~~Trading Company’s~~ Partnership's account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~programs, strategies or implementation methods ~~or degrees of leverage~~may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, ~~different risk profiles,~~ accounts ~~which~~ that commence trading at different ~~times and~~ times, accounts which have different portfolios or different fiscal ~~years~~years and that such differences may cause divergent trading results. (iii) ~~Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv)~~ Upon request of the ~~Trading Manager~~General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner with all material information concerning the Trading Advisor ~~and its activities reasonably requested by the Trading Manager~~ other than proprietary information (including, without limitation, information relating to changes in control, ~~key~~ personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals,~~ stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage ~~commissions and related transaction~~ fees arising from ~~such~~ trading by the Trading Advisor shall be for the account of the Partnership. The Trading ~~Company~~Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) ~~Subject~~ Notwithstanding anything in this Agreement to ~~Section 7(a) hereof~~the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the ~~Trading Company’s account~~ Partnership's account, including payment to ~~the Commodity Brokers (as described in Section 4 hereof)~~ DWR of the floor brokerage commissions, ~~exchange,~~ exchange and NFA fees, and other transaction charges and give-up charges incurred by ~~the Commodity Broker~~ DWR on such trades but only for the amount of ~~the Commodity Brokers’~~ DWR's out-of-pocket costs in respect thereof. The Trading Advisor’s 's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to for execution. However, the ~~Commodity Brokers~~Trading Advisor shall not be responsible for errors committed or caused by DWR or by floor brokers or other FCM's. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the ~~Trading Manager upon discovery~~ General Partner of its own ~~errors with respect to the account~~errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ General Partner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedinstructions. (e) Prior to the commencement of trading by the ~~Trading Company~~Partnership, the ~~Trading Manager,~~ General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the ~~Trading Company’s~~ Partnership's attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Management Agreement (Witter Dean Select Futures Fund Lp)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about ~~July 1~~October 10, ~~2007~~ 2013 by the Trading Advisor ~~on behalf~~ with respect to all or a portion of the assets of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of that portion of the Trading Company’s ~~assets~~assets allocated to the Trading Advisor, which shall consist of the ~~Trading Company’s~~ Allocated Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, allocated to the Trading Advisor, as specified in writing by the ~~Trading Manager~~ Managing Member and consented to by the Trading Advisor (the “Assets”)) in the absence of any instruction from the Managing Member, the Trading Advisor will reset the value of the Allocated Net Assets on the 1st of each month, such that they are equal to the value, of the Net Allocated Assets from the preceding month, adjusted for any profit or loss incurred over the preceding month, less any fees and expenses, plus and subscriptions and less any redemptions, as notified by the Managing Member, on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the ~~Trading Manager~~ Managing Member (the “Trading Policies”); provided, however, that the ~~Trading Manager~~ Managing Member may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the ~~Trading Manager~~ Managing Member believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the ~~Trading Company~~ Account (as defined in Section 4) with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ Managing Member agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ Managing Member to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ Managing Member to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the ~~Trading Manager~~Managing Member’s decision to override an instruction~~. (b) The Trading Advisor shall: (i) Exercise good faith and due care~~ . Notwithstanding anything to the contrary contained in ~~trading futures interests for the account of~~ this Agreement, the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor as disclosed in the Disclosure Information, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts (including both actual and notional funds) the size of the Trading Company. (ii) Provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with summary information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any, over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ identities and their account positions. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have ~~an affirmative obligation~~ the right to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require instruct the Trading Advisor to ~~accept responsibility for,~~ liquidate any or ~~be in~~ all positions at any ~~way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained~~time. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (Rjo Global Trust)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of the ~~Trading Company’s assets, which shall consist~~ Net Assets of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), Partnership on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in Exhibit ~~A to this Agreement~~ A, the Prospectus and as ~~amended from time to time and~~ otherwise provided in writing to the Trading ~~Advisor by the Trading Manager (the “Trading Policies”)~~Advisor; provided, however, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the ~~Trading Policies~~ trading policies of the Partnership and with applicable speculative position limits, (ii) to ~~fund any distributions or redemptions~~pay the Partnership's expenses, (iii) to ~~pay the Trading Company’s expenses, (iv) to~~ the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (viv) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (viv) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in ~~clauses~~ clause (ii~~) or (iii~~) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five calendar days of such request. ~~The~~ Except as otherwise provided herein, the Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor. In performing services for the Partnership, ~~except to~~ the ~~extent that such consequences result from a material breach of this Agreement~~ Trading Advisor may not materially alter the trading program(s) used by the Trading Advisor or in investing and reinvesting the Partnership's Net Assets in futures interests as described in the Prospectus without the prior written consent of the General Partner, it being understood that changes in the futures interests traded shall not be deemed an alteration in the Trading ~~Advisor fails to comply with the Trading Manager’s decision to override an instruction~~Advisor's trading program(s). (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and ~~Trading Policies, and the~~ trading ~~systems, methods, and strategies~~ policies of the Partnership described in Exhibit A hereto, the Prospectus and as otherwise provided in writing to the Trading Advisor. The Trading Advisor ~~as disclosed~~ shall trade the Partnership's Net Assets pursuant to the Financial, Metal & Energy Portfolio described in the ~~Disclosure Information,~~ Prospectus (with such changes and additions to such trading ~~systems, methods or strategies~~ program as the Trading Advisor, from time to time, incorporates into its ~~trading approach~~ Financial, Metal & Energy Portfolio for accounts ~~(including both actual and notional funds)~~ the size of the Partnership), unless the Trading ~~Company~~Advisor is instructed by the General Partner to trade the Partnership's Net Assets pursuant to any one or more of the Trading Advisor's other trading programs described in the Prospectus. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a~~ 30 calendar ~~quarter, and within 45~~ days of a ~~separate~~ request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the trading ~~systems~~ programs used by the Trading Advisor ~~on behalf of~~ for the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Partnership over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts and the ~~Trading Company’s~~ Partnership's account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is becomes aware. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~programs, strategies or implementation methods ~~or degrees of leverage~~may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, ~~different risk profiles,~~ accounts ~~which~~ that commence trading at different ~~times and~~ times, accounts which have different portfolios or different fiscal ~~years~~years and that such differences may cause divergent trading results. (iii) ~~Inform~~ Upon the ~~Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon~~ reasonable request of the ~~Trading Manager~~General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner with all material information concerning the Trading Advisor ~~and its activities reasonably requested by the Trading Manager~~ other than proprietary information (including, without limitation, information relating to changes in control, ~~key~~ personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals,~~ stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage ~~commissions and related transaction~~ fees, including give-up fees at rates approved by Morgan Stanley DW, arising from ~~such~~ trading by the Trading Advisor ~~shall be for the account~~ shalx xx xox xxx xxxxunt of the Partnership. The Trading ~~Company~~Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) ~~Subject~~ Notwithstanding anything in this Agreement to ~~Section 7(a) hereof~~the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the ~~Trading Company’s account including~~ Partnership's account, including, but not limited to, payment ~~to the Commodity Brokers (as described in Section 4 hereof)~~ of the floor brokerage commissions, ~~exchange,~~ exchange and 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~~trades. The Trading Advisor’s 's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders ~~to the Commodity Brokers~~for execution. The Trading Advisor shall not be responsible for errors committed or caused by Morgan Stanley DW, Morgan Stanley & Co. Incorporated ("MS&Co.") or xxx xxhxx xxxxx xroxxx xx xxxxxxx commission merchant executing trades. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the ~~Trading Manager upon discovery~~ General Partner of its own ~~errors with respect to the account~~errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ General Partner of any order or trade ~~which~~ that the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedinstructions. (e) Prior to the commencement of ~~trading by the Trading Company~~trading, the ~~Trading Manager,~~ General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the ~~Trading Company’s~~ Partnership's attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Charter Campbell Lp)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the~~ The Trading Advisor ~~on behalf of the Trading Company, the Trading Advisor hereby~~ agrees to act as ~~a Trading Advisor~~ the trading advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for ~~directing~~ advising the investment and reinvestment of the ~~Trading Company’s assets, which shall consist~~ assets of the ~~Trading Company’s Net Assets (as defined~~ Partnership in ~~Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”),~~ futures interests on the terms and conditions and in accordance with the ~~prohibitions~~ restrictions and ~~the~~ trading policies set forth in ~~Exhibit A to~~ this Agreement, the Partnership's Limited Partnership Agreement as ~~amended~~ from time to time ~~and provided~~ in ~~writing to the Trading Advisor by the Trading Manager~~ effect (the ~~“Trading Policies”~~"Limited Partnership Agreement"), and the Prospectus; ~~provided~~PROVIDED, ~~however~~HOWEVER, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the ~~Trading Policies and with applicable speculative position limits~~trading policies of the Partnership described in the Limited Partnership Agreement, (ii) to fund any distributions or redemptions, or (iii) to pay the ~~Trading Company’s~~ Partnership's expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in clauses (ii) or and (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor ~~shall: (i) Exercise good faith and due care~~ shall exercise its best judgment in ~~trading~~ determining the trades in futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the ~~prohibitions~~ restrictions and ~~Trading Policies, and the~~ trading ~~systems, methods, and strategies~~ policies of the ~~Trading Advisor as disclosed in the Disclosure Information, with such changes~~ Partnership and ~~additions to such trading systems, methods or strategies as~~ the Trading Advisor's trading strategy as in effect on the date hereof, ~~from time to time~~[WITH SUCH CHANGES AND ADDITIONS TO SUCH TRADING STRATEGY AS THE TRADING ADVISOR, ~~incorporates into its trading approach for accounts (including both actual and notional funds) the size of the Trading Company~~FROM TIME TO TIME, INCORPORATES INTO ITS TRADING APPROACH FOR ACCOUNTS THE SIZE OF THE PARTNERSHIP. (ii) Provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with summary information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any, over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ identities and their account positions. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition).] (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals,~~ stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage fees and commissions ~~and related transaction fees~~ arising from ~~such~~ trading by the Trading Advisor shall be for the account of the ~~Trading Company~~Partnership. (d) ~~Subject~~ Notwithstanding any provision of this Agreement to ~~Section 7(a) hereof~~the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 thereofPartnership's account. The Trading Advisor’s 's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to any commodity broker for the ~~Commodity Brokers~~Partnership. However, the Trading Advisor shall not be responsible for errors committed or caused by any commodity broker for the Partnership. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the ~~Trading Manager upon discovery~~ General Partner of its own ~~errors with respect to the account~~errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ General Partner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any ~~Commodity Broker or such other~~ commodity broker ~~utilized to execute orders~~ for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedPartnership. (e) ~~Prior to the commencement of trading by the Trading Company, the Trading Manager,~~ The General Advisor on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading authorization in the form annexed hereto as Exhibit A appointing the Trading Advisor the ~~Trading Company’s~~ Partnership's attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Tangible Asset Fund L P)

Duties of the Trading Advisor. ~~(a) Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of its allocable share of the ~~Trading Company’s assets,~~ Net Assets of the Partnership which shall ~~consist of the~~ initially be traded pursuant to its Diversified Trading ~~Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor~~ Program (the ~~“Assets”),~~ "Trading Program") on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in Exhibit A ~~to this Agreement~~ hereto, the Prospectus, and as ~~amended from time to time and~~ otherwise provided in writing to the Trading ~~Advisor by the Trading Manager (the “Trading Policies”)~~Advisor; provided, however, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the ~~Trading Policies~~ trading policies of the Partnership, as described in the Prospectus and the Limited Partnership Agreement, and with applicable speculative position limits, (ii) to fund any ~~distributions~~ distributions, redemptions or ~~redemptions~~reappointments among other trading advisors to the Partnership, (iii) to pay the ~~Trading Company’s~~ Partnership's expenses, (iv) to the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (v) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in ~~clauses (ii) or~~ clause (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five calendar days of such request. ~~The~~ Except as otherwise provided herein, the Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor. In performing services for the Partnership, ~~except to~~ the ~~extent that such consequences result from a material breach of this Agreement~~ Trading Advisor may not materially alter or change the trading programs used by the Trading Advisor or in investing and reinvesting its allocable share of the Partnership's Net Assets in futures interests as described in the Prospectus without the prior written consent of the General Partner, it being understood that changes in the futures interests traded shall not be deemed an alteration in the Trading ~~Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b)~~ Advisor's trading programs. The Trading Advisor shall~~: (i)~~ : Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and ~~Trading Policies, and the~~ trading ~~systems, methods, and strategies~~ policies of the Partnership described in Exhibit A hereto, the Prospectus and as otherwise provided in writing to the Trading Advisor. The Trading Advisor ~~as disclosed~~ shall trade its allocated portion of the Partnership's Net Assets pursuant to the specified trading programs described in the ~~Disclosure Information,~~ Prospectus (with such changes and additions to such trading ~~systems, methods or strategies~~ programs as the Trading Advisor, from time to time, incorporates into its trading ~~approach~~ program(s) for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company. (ii) Provide~~ Partnership), unless the Trading ~~Manager~~Advisor is instructed by the General Partner to trade its allocated portion of the Partnership's Net Assets pursuant to any one or more of the Trading Advisor's other trading programs described in the Prospectus. Subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a~~ 30 calendar ~~quarter, and within 45~~ days of a ~~separate~~ request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the trading ~~systems~~ programs used by the Trading Advisor ~~on behalf of~~ for the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Partnership over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts and the ~~Trading Company’s~~ Partnership's account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is becomes aware. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~programs, strategies or implementation methods ~~or degrees of leverage~~may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, ~~different risk profiles,~~ accounts ~~which~~ that commence trading at different ~~times and~~ times, accounts which have different portfolios or different fiscal ~~years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv)~~ years and that such differences may cause divergent trading results. Upon request of the ~~Trading Manager~~General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner with all material information concerning the Trading Advisor ~~and its activities reasonably requested by the Trading Manager~~ other than proprietary information (including, without limitation, information relating to changes in control, ~~key~~ personnel, trading approach, or financial condition). . The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law. Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. In performing services to the Partnership, the Trading Advisor shall utilize the Trading Program as described in the Prospectus and as modified from time to time. The Trading Advisor shall give the General Partner prior written notice of any change in the Trading Program that the Trading Advisor deems to be material (c) and shall not effect such change on behalf of the Partnership without the General Partner's consent), it being understood that changes in the futures interests traded, provided that such futures interests are listed in Exhibit B hereto, shall not be deemed an alteration in the Trading Program. All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals,~~ stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage ~~commissions and related transaction~~ fee, including give-up fees at rates approved by Morgan Stanley DW arising from ~~such~~ trading by the Trading Advisor shall ~~be for the account~~ xx xxr xxx xxxxxnt of the Partnership. The Trading ~~Company. (d) Subject~~ Advisor makes no representations as to ~~Section 7(a) hereof~~whether its trading will produce profits or avoid losses. Notwithstanding anything this Agreement to the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the ~~Trading Company’s account including~~ Partnership's account, including, but not limited to, payment ~~to the Commodity Brokers (as described in Section 4 hereof)~~ of the ~~floor brokerage~~ commissions, ~~exchange,~~ exchange and 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~~trades. The Trading Advisor’s 's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders ~~to the Commodity Brokers~~for execution. The Trading Advisor shall not be responsible for errors committed or caused by Morgan Stanley DW, Morgan Stanley & Co., Incorporated ("MS&Co.") or xxx xtxxx xxxxx brxxxx xr xxxxxxs commission merchant executing trades. The Trading Advisor shall have an affirmative obligation to promptly notify the ~~Trading Manager upon discovery~~ General Partner of its own ~~errors with respect to the account~~errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ General Partner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its ~~instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company~~instructions. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of ~~trading by the Trading Company~~trading, the ~~Trading Manager,~~ General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading authorization in the form attached hereto as Exhibit C hereto, appointing the Trading Advisor the ~~Trading Company’s~~ Partnership's attorney-in-fact for such ~~purpose~~ purpose. Designation of Additional Trading Advisors and Reallocation of Net Assets. If the General Partner at any time deems it to be in the best interests of the Partnership, the General Partner may designate an additional trading advisor or advisors for the Partnership and may apportion to such additional trading advisor(s) the management of such amounts of Net Assets as the General Partner shall determine in its absolute discretion. The designation of an additional trading advisor or advisors or replacement of any trading advisor for the Partnership by the General Partner shall not require any approval of any existing trading advisor (~~a form~~ including the Trading Advisor). The designation and retention of ~~which is attached hereto as Exhibit B). (f~~an additional trading advisor or replacement trading advisor or advisors and the apportionment of Net Assets to any such trading advisor(s) ~~In performing services~~ pursuant to this Section 3 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the Partnership, the General Partner and the Trading Advisor hereunder with respect to the assets that remain under the management of the Trading ~~Company~~Advisor. In the event that an additional trading advisor is so designated, the Trading Advisor shall ~~utilize its Global Markets Strategy - Futures Only (the “Trading Program”)~~thereafter receive management and incentive fees based, ~~as disclosed in the Disclosure Information~~respectively, ~~and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program~~ on that ~~the Trading Advisor considers to be material (and shall not effect such change on behalf~~ portion of the ~~Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded~~ Net Assets managed by the Trading Advisor ~~not already listed on Exhibit C. Changes in the futures interests traded, provided~~ and that ~~such futures interests are listed on Exhibit C, shall not be deemed a modification~~ portion of the Trading ~~Program~~Profits (as defined in Section 6(c) hereof) properly attributable to the trading done by the Trading Advisor. The General Partner may at any time and from time to time upon two business days' prior notice reallocate Net Assets allocated to the Trading Advisor to any other trading advisor or advisors of the Partnership or allocate additional Net Assets upon two business days' prior notice to the Trading Advisor from such other trading advisor or advisors; provided that any such addition to or withdrawal from Net Assets allocated to the Trading Advisor of the Net Assets will only take place on the last day of a month unless the General Partner determines that the best interest of the Partnership require otherwise.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Spectrum Technical Lp)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to continue to act as a ~~Trading Advisor for~~ trading advisor to the Fund after its conversion to a multi –advisor format on or about November 1, 2008 with respect to a portion of the assets of the Fund then allocated to the Trading ~~Company~~ Advisor, and, as such, 3 shall have exclusive authority and responsibility for directing the investment and reinvestment of that portion of the Fund’s assets allocated to the Trading ~~Company’s assets~~Advisor, which shall consist of the ~~Trading Company’s~~ Allocated Net Assets (as defined in Section ~~5(c~~5 (c) hereof) plus “notional” funds, if any, allocated to the Trading Advisor, as specified in writing by the ~~Trading Manager~~ Managing Owner and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the ~~Trading Manager~~ Managing Owner (the “Trading Policies”); provided, however, that the ~~Trading Manager~~ Managing Owner may override the instructions of the Trading Advisor ~~without~~ with concurrent notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the ~~Trading Company~~Fund’s expenses, (iv) to the extent the ~~Trading Manager~~ Managing Owner believes doing so is necessary for the protection of the ~~Trading Company~~Fund, (v) to terminate the futures interest trading of the ~~Trading Company~~ Account (as defined in Section 4) with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ Managing Owner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ Managing Owner to make the necessary amount of funds available to the ~~Trading Company~~ Fund within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ Managing Owner to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the ~~Trading Manager~~Managing Owner’s decision to override an ~~instruction~~instruction after such an override decision has been communicated in writing to the Trading Advisor for action by the Trading Advisor. Notwithstanding anything to the contrary contained in this Agreement, the Fund shall have the right to instruct the Trading Advisor to liquidate any or all positions at any time. The Fund and the Managing Owner acknowledge that the Trading Advisor makes no guarantee that that the trading directed by it will be profitable or will avoid losses. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Fund in accordance with the ~~prohibitions and~~ Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company~~Fund. (ii) Provide the ~~Trading Manager~~Managing Owner, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the ~~Trading Manager~~ Managing Owner may make from time to time, with ~~summary~~ information comparing the performance of the ~~Trading Company’s account~~ Account ( as defined in Section 4 hereof) and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Fund over a specified period of time for the purpose of confirming that the ~~Trading Company~~ Fund has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the ~~Trading Manager~~Managing Owner’s request, consult with the ~~Trading Manager~~ Managing Owner concerning any material discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.Other

Appears in 1 contract

Samples: Advisory Agreement (Rjo Global Trust)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the Trading Company. (ii) ~~Provide~~ Subject to the confidentiality obligations contained in this Agreement, provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company ~~adjusted for notional funding and leverage differences, if any,~~ over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following ~~differences in accounts~~ factors may cause divergent trading results, which include, but are not limited to: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) ~~Upon~~ Subject to the confidentiality obligations contained in this Agreement, upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers*. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its ~~Global Markets Strategy - Futures Only~~ Diversified Trading Program (the “Trading Program”), as ~~disclosed~~ described in the Disclosure ~~Information~~Document, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program. * Confidential material redacted and filed separately with the Commission.

Appears in 1 contract

Samples: Advisory Agreement (LV Futures Fund L.P.)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and ~~responsibility~~ responsibility, commencing December 1, 2006, for directing the investment and reinvestment of the ~~Trading Company’s assets~~Net Assets of the Partnership, which initially shall ~~consist~~ be traded pursuant to its Aspect Diversified Program, as described in the Prospectus, and may be subsequently traded pursuant to such other of the Trading ~~Company’s Net Assets (~~Advisor's programs described in the Prospectus as ~~defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing~~ agreed to by the ~~Trading Manager~~ General Partner and ~~consented to by~~ the Trading Advisor (with such changes and additions to such trading programs as the ~~“Assets”~~Trading Advisor, from time to time, incorporates into its trading program(s) for accounts the size of the Partnership), (collectively, the "Trading Program") on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in Exhibit A ~~to this~~ hereto, the Prospectus, the Limited Partnership Agreement and as ~~amended from time to time and~~ otherwise provided in writing to the Trading ~~Advisor by the Trading Manager (the “Trading Policies”)~~Advisor; provided, however, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership, as described in Exhibit A hereto, the Prospectus, the Limited Partnership Agreement and as otherwise provided in writing to the Trading ~~Policies~~ Advisor, and with applicable speculative position limits, (ii) to ~~fund any distributions or redemptions~~pay the Partnership's expenses, (iii) to ~~pay the Trading Company’s expenses, (iv) to~~ the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (viv) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (viv) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in ~~clauses~~ clause (ii~~) or (iii~~) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five calendar days of such request. ~~The~~ Except as otherwise provided herein, the Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor. In performing services for the Partnership, ~~except to the extent that such consequences result from a material breach of this Agreement by~~ the Trading Advisor may not materially alter or change the Trading ~~Advisor fails to comply with~~ Program without the prior written consent of the General Partner (and shall not effect such alteration or change on behalf of the Partnership without the General Partner's consent), and it being understood that changes in the futures interests traded, provided that such futures interests are listed in Exhibit B hereto, shall not be deemed an alteration in the Trading ~~Manager’s decision to override an instruction~~Program. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and ~~Trading Policies, and the~~ trading ~~systems, methods, and strategies~~ policies of the ~~Trading Advisor~~ Partnership described in Exhibit A hereto, the Prospectus, the Limited Partnership Agreement and as ~~disclosed~~ otherwise provided in ~~the Disclosure Information, with such changes and additions~~ writing to ~~such trading systems, methods or strategies as~~ the Trading Advisor~~, from time~~ . The Trading Advisor shall trade the Partnership's Net Assets pursuant to ~~time, incorporates into its trading approach for accounts (including both actual and notional funds) the size of~~ the Trading ~~Company~~Program. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a~~ 30 calendar ~~quarter, and within 45~~ days of a ~~separate~~ request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of ~~all other client accounts (“Other Accounts”) directed by~~ the ~~Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any,~~ Aspect Diversified Fund over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts and the ~~Trading Company’s~~ Partnership's account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is becomes aware. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~programs, strategies or implementation methods ~~or degrees of leverage~~may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, ~~different risk profiles,~~ accounts ~~which~~ that commence trading at different ~~times and~~ times, accounts which have different portfolios or different fiscal ~~years~~years and that such differences may cause divergent trading results. (iii) ~~Inform~~ Upon the ~~Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon~~ request of the ~~Trading Manager~~General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner with all material information concerning the Trading Advisor ~~and its activities reasonably requested by the Trading Manager~~ other than proprietary information (including, without limitation, information relating to changes in control, ~~key~~ personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner and shall not be used for any other purpose except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals,~~ stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage ~~commissions and related transaction~~ fees, including give-up fees at rates approved by Morgan Stanley DW, arising from ~~such~~ trading by the Trading Advisor ~~shall be for the account~~ shalx xx xox xxx xxxxunt of the Partnership. The Trading ~~Company~~Advisor makes no representations as to whether its trading will produce profits or avoid losses. The Partnership and the General Partner acknowledge that past performance of accounts managed by the Trading Advisor are not necessarily indicative of future results. (di) ~~Subject~~ Notwithstanding anything in this Agreement to ~~Section 7(a) hereof~~the contrary, the Trading Advisor shall assume financial responsibility for any trading errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the ~~Trading Company’s~~ Partnership's account ~~including payment to the Commodity Brokers (~~where any single trading error has occurred as ~~described in Section 4 hereof)~~ a direct result of ~~the floor brokerage commissions~~human error, 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 Trading Advisor’s errors shall includeincluding, but not be limited to, involving the inputting ~~improper~~ of trading signals improperly or ~~communicating incorrect~~ the communication of orders for execution incorrectly ("Trading Errors"), provided that the Trading Advisor shall not have financial responsibility for any Trading Error unless that Trading Error causes a loss to the ~~Commodity Brokers~~Partnership's account equal to or greater than US$50,000 or such other amount as agreed pursuant to Section 2(d)(ii) hereof (the "Material Loss"), such Material Loss being determined by the Trading Advisor, acting reasonably and in good faith, in accordance with the Trading Advisor's allocation policy. (ii) The Trading Advisor and the Partnership may agree to adjust the Material Loss amount, from time to time in the future, both acting reasonably and in good faith and taking into account factors such as the size of the Partnership's account, applicable exchange rates and any other factors that either the Trading Advisor or the Partnership deem to be relevant at the appropriate time. (iii) The Trading Advisor shall not be liable for any errors other than Trading Errors in accordance with Section 2(d)(i) hereof, except for an error resulting in a loss to the Partnership's account that is directly caused by an act or omission of the Trading Advisor or its employees, directors or officers which constitutes willful misconduct or negligence or is the result of any such person not having acted in good faith and in the reasonable belief that such acts or omissions were in, or not opposed to, the best interests of the Partnership. (iv) The Trading Advisor shall not be financially responsible for errors committed or caused by Morgan Stanley DW, Morgan Stanley & Co. Incorporated, an affiliate xx xxx Xxxxxxx Xxrtxxx ("MX&Xx.") or any other executing broker, floor broker or futures commission merchant executing trades, or any clearing broker. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the General Partner of any Trading ~~Manager upon discovery of its own errors with respect~~ Error which has resulted in a Material Loss as defined in Section 2(d)(i) hereof and any error subject to ~~the account~~Section 2(d)(iii) hereof, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ General Partner of any order or trade ~~which~~ that the Trading Advisor reasonably believes was not executed by any executing broker in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedinstructions. (e) Prior to the commencement of ~~trading by the Trading Company~~trading, the ~~Trading Manager,~~ General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading ~~authorization~~ authorization, in the form attached as Exhibit C hereto, appointing the Trading Advisor the ~~Trading Company’s~~ Partnership's attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) ~~In performing services~~ The Partnership and the General Partner, and not the Trading Advisor, shall have the sole and exclusive authority and responsibility with regard to the ~~Trading Company~~investment, maintenance and management of the ~~Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed~~ Partnership's assets other than in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf respect of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification Advisor's trading of the ~~Trading Program~~Partnership's Net Assets in futures interests.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Charter Aspect L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations ~~on or about July 1, 2007~~ by the ~~Trading Advisor on behalf of the Trading Company~~Partnership, the Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of ~~the Trading Company’s assets, which shall consist~~ its allocable share of the ~~Trading Company’s~~ Net Assets ~~(as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by~~ of the ~~Trading Manager and consented~~ Partnership pursuant to ~~by the Trading Advisor (the “Assets”),~~ its Forex Program on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in ~~Exhibit A to~~ this Agreement, the Partnership's Limited Partnership Agreement as ~~amended~~ from time to time ~~and provided~~ in ~~writing to the Trading Advisor by the Trading Manager~~ effect (the ~~“Trading Policies”~~"Limited Partnership Agreement"), and the Prospectus; provided, however, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the ~~Trading Policies~~ trading policies of the Partnership described in the Limited Partnership Agreement and the Prospectus (as amended as provided herein) and with applicable speculative position limits, (ii) to fund any ~~distributions~~ distributions, redemptions, or ~~redemptions~~reapportionments among other trading advisors to the Partnership, (iii) to pay the ~~Trading Company’s~~ Partnership's expenses, (iv) to the extent the ~~Trading Manager~~ General Partner reasonably believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (v) to terminate the ~~futures interest~~ commodity trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor, except to the extent that ~~such consequences result from a material~~ the Trading Advisor is in breach of this ~~Agreement~~ Agreement. In performing services for the Partnership, the Trading Advisor may not materially alter or change the trading program used by the Trading Advisor or in investing and reinvesting its allocable share of the ~~Trading Advisor fails to comply with~~ Partnership's Net Assets in commodity interest contracts as described in the ~~Trading Manager’s decision to override an instruction~~Prospectus without the prior written consent of the General Partner. (b) The Trading Advisor shall: : (i) Exercise good faith and due care in ~~trading futures interests~~ determining the trades in commodity interest contracts for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and ~~Trading Policies,~~ trading policies of the Partnership and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the ~~Disclosure Information~~Prospectus which relate to the Forex Program and the Trading Advisor's general trading techniques, with such changes and additions to such trading ~~systems~~system, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company. (ii) Provide the Trading Manager~~Partnership, ~~within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time~~ subject to ~~time, with summary information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed~~ prior written approval by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any, over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ identities and their account positions. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing General Partner of any material ~~discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges~~ changes and additions, it being understood that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in ~~control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for~~ the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be interest contracts traded ~~by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall~~ will not be deemed a ~~modification of the Trading Program~~material change or addition.

Appears in 1 contract

Samples: Management Agreement (Witter Dean World Currency Fund L P)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of ~~the Trading Company’s assets, which shall consist~~ its allocable share of the ~~Trading Company’s~~ Net Assets ~~(as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by~~ of the ~~Trading Manager and consented to by the Trading Advisor (the “Assets”),~~ Partnership on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in ~~Exhibit A to~~ this Agreement ~~as amended from time to time and~~ or provided in writing to the Trading ~~Advisor by the Trading Manager (the “Trading Policies”)~~Advisor; provided, however, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership described in writing to the Trading ~~Policies~~ Advisor and with applicable speculative position limits, (ii) to fund any ~~distributions~~ distributions, redemptions, or ~~redemptions~~reapportionments among other trading advisors to the Partnership, (iii) to pay the ~~Trading Company’s~~ Partnership's expenses, (iv) to the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (v) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor, except to the extent that ~~such consequences result from a material~~ the Trading Advisor is in breach of this ~~Agreement~~ Agreement. In performing services to the Partnership the Trading Advisor may not materially alter the trading program(s) used by the Trading Advisor or in investing and reinvesting its allocable share of the Partnership's Net Assets in futures interests as described in the Prospectus without the prior written consent of the General Partner, it being understood that changes in the futures interests traded shall not be deemed an alteration in the Trading ~~Advisor fails to comply with the Trading Manager’s decision to override an instruction~~Advisor's trading program(s). (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and trading policies of the Partnership provided in writing to the Trading ~~Policies,~~ Advisor and the trading programs, systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the ~~Disclosure Information~~Prospectus, with such changes and additions to such trading programs, systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading ~~approach~~ programs for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company~~Partnership. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a calendar quarter, and within 45~~ 30 days of a ~~separate~~ request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the trading ~~systems~~ programs used by the Trading Advisor ~~on behalf of~~ for the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Partnership over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts and the ~~Trading Company’s~~ Partnership's account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~programs, strategies or implementation methods ~~or degrees of leverage~~may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, ~~different risk profiles,~~ accounts ~~which~~ that commence trading at different ~~times and~~ times, accounts which have different portfolios or different fiscal ~~years~~years and that such differences may cause divergent trading results. (iii) ~~Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv)~~ Upon request of the ~~Trading Manager~~General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner with all material information concerning the Trading Advisor ~~and its activities reasonably requested by the Trading Manager~~ other than proprietary information (including, without limitation, information relating to changes in control, ~~key~~ personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals,~~ stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage ~~commissions and related transaction~~ fees arising from ~~such~~ trading by the Trading Advisor shall be for the account of the Partnership. The Trading ~~Company~~Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the ~~Trading Company~~Partnership, the ~~Trading Manager,~~ General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the ~~Trading Company’s~~ Partnership's attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Management Agreement (Dean Witter Spectrum Select Lp)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor as disclosed in the Disclosure Information, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts (including both actual and notional funds) the size of the Trading Company. (ii) Provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with summary information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any, over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ identities and their account positions. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers*. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - – Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (Managed Futures Profile MV, L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor as disclosed in the Disclosure Information, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts (including both actual and notional funds) the size of the Trading Company. (ii) Provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with summary information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any, over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ identities and their account positions. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers*. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - – Futures Only (the “Trading Program”), as disclosed in the * Confidential material redacted and filed separately with the Commission. Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (BHM Discretionary Futures Fund L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations ~~on or about July 1, 2007~~ by the Trading Advisor ~~on behalf~~ with respect to all or a portion of the assets of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of that portion of the Trading Company’s ~~assets~~assets allocated to the Trading Advisor, which shall consist of the ~~Trading Company’s~~ Allocated Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, allocated to the Trading Advisor, as specified in writing by the ~~Trading Manager~~ Managing Member and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the ~~Trading Manager~~ Managing Member (the “Trading Policies”); provided, however, that the ~~Trading Manager~~ Managing Member may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the ~~Trading Manager~~ Managing Member believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the ~~Trading Company~~ Account (as defined in Section 4) with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ Managing Member agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ Managing Member to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ Managing Member to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the ~~Trading Manager~~Managing Member’s decision to override an instruction~~. (b) The Trading Advisor shall: (i) Exercise good faith and due care~~ . Notwithstanding anything to the contrary contained in ~~trading futures interests for the account of~~ this Agreement, the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor as disclosed in the Disclosure Information, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts (including both actual and notional funds) the size of the Trading Company. (ii) Provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with summary information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any, over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ identities and their account positions. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have ~~an affirmative obligation~~ the right to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require instruct the Trading Advisor to ~~accept responsibility for~~liquidate any or all positions at any time. Trading Advisor should have the right to terminate the Agreement if Managing Member steps in. Also, or Trading Advisor should not be ~~in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior~~ responsible to the ~~commencement~~ results of ~~trading by~~ any trades which arise from the ~~Trading Company~~Managing Member stepping in, and any resulting losses should not be reflected in the ~~Trading Manager, on behalf~~ calculation of the ~~Trading Company, shall deliver~~ fees owed to the Trading ~~Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B)~~Advisor. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (Rjo Global Trust)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to act as ~~a Trading Advisor~~ the trading advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for ~~directing~~ advising the investment and reinvestment of the ~~Trading Company’s assets, which shall consist~~ assets of the ~~Trading Company’s Net Assets (as defined~~ Partnership in ~~Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”),~~ futures interests on the terms and conditions and in accordance with the ~~prohibitions~~ restrictions and ~~the~~ trading policies set forth in ~~Exhibit A to~~ this Agreement, the Partnership's Limited Partnership Agreement as ~~amended~~ from time to time ~~and provided~~ in ~~writing to the Trading Advisor by the Trading Manager~~ effect (the ~~“Trading Policies”~~"Limited Partnership Agreement"), and the Prospectus; provided, however, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the ~~Trading Policies and with applicable speculative position limits~~trading policies of the Partnership described in the Limited Partnership Agreement, (ii) to fund any distributions or redemptions, (iii) to pay the ~~Trading Company’s~~ Partnership's expenses, (iv) to the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (v) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in clauses (ii) or and (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five calendar days of such request. ~~The~~ Except as otherwise provided herein, the Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor, except to the extent that ~~such consequences result from a material~~ the Trading Advisor is in breach of this ~~Agreement~~ Agreement. In performing services to the Partnership the Trading Advisor may not materially alter the trading program(s) used by the Trading Advisor in investing and reinvesting the Partnership's Net Assets (as defined in Section 6(c) hereof) in futures interests as described in the Prospectus without the prior written consent of the General Partner, it being understood that changes in the futures interests or markets traded shall not be deemed an alteration in the Trading ~~Advisor fails to comply with the Trading Manager’s decision to override an instruction~~Advisor's trading program(s). (b) The Trading Advisor shall: (i) ~~Exercise~~ exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the ~~prohibitions~~ restrictions and trading policies of the Partnership described in the Prospectus, Exhibit A hereto, and as otherwise provided in writing and consented to by the Trading ~~Policies,~~ Advisor and the trading programs, systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the ~~Disclosure Information~~Prospectus, with such changes and additions to such trading ~~systems, methods or strategies~~ strategy as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company~~Partnership. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a~~ thirty calendar ~~quarter, and within 45~~ days of a ~~separate~~ reasonable request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the trading ~~systems~~ programs used by the Trading Advisor ~~on behalf of~~ for the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Partnership over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's reasonable request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts and the ~~Trading Company’s~~ Partnership's account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~programs, strategies or implementation methods ~~or degrees of leverage~~may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, ~~different risk profiles,~~ accounts ~~which~~ that commence trading at different ~~times and~~ times, accounts which have different portfolios or different fiscal ~~years~~years and that such differences may cause divergent trading results. (iii) ~~Inform~~ Upon the ~~Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon~~ reasonable request of the ~~Trading Manager~~General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner with all material information concerning the Trading Advisor ~~and its activities reasonably requested by the Trading Manager~~ other than proprietary information (including, without limitation, information relating to changes in control, ~~key~~ personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals,~~ stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage fees and commissions ~~and related transaction fees~~ arising from ~~such~~ trading by the Trading Advisor shall be for the account of the ~~Trading Company~~Partnership. (d) ~~Subject~~ Notwithstanding any provision of this Agreement to ~~Section 7(a) hereof~~the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the ~~Trading Company’s account~~ Partnership's account, including payment to ~~the Commodity Brokers (as described in Section 4 hereof)~~ DWR of the floor brokerage commissions, ~~exchange,~~ exchange and NFA fees, and other transaction charges and give-up charges incurred by ~~the Commodity Broker~~ DWR on such trades but only for the amount of ~~the Commodity Brokers’~~ DWR's out-of-pocket costs in respect thereof. The Trading Advisor’s 's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to any commodity broker for the ~~Commodity Brokers~~Partnership. However, the Trading Advisor shall not be responsible for errors committed or caused by any commodity broker for the Partnership. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the ~~Trading Manager upon discovery~~ General Partner of its own ~~errors with respect to the account~~errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ General Partner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any ~~Commodity Broker or such other~~ commodity broker ~~utilized to execute orders~~ for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedPartnership. (e) ~~Prior to the commencement of trading by the Trading Company, the Trading Manager,~~ The General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading authorization in the form annexed hereto as Exhibit A appointing the Trading Advisor the ~~Trading Company’s~~ Partnership's attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Management Agreement (DWFCM International Access Fund Lp)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, ~~2007~~ 2009 by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section ~~5(c~~6(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to in writing by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. In performing services to the Trading Company, the Trading Advisor shall utilize its Polaris Program (the “Trading Program”), as described in the Disclosure Document, and as modified from time to time. In performing services for the Trading Company, the Trading Advisor may not materially alter or change the Trading Program without the prior written consent of the Trading Manager (and shall not effect such alteration or change on behalf of the Trading Company without the Trading Manager’s consent), it being understood that changes in the futures interests traded, provided that such futures interests are listed on Exhibit C hereto as updated from time to time by the Trading Advisor upon written notice to the Trading Manager, shall not be deemed a material alteration in the Trading Program. Notwithstanding any other provision of this Agreement, the Trading Advisor shall not be responsible for monitoring or responding to (or advising the Trading Manager of) any margin calls or any other responsibilities with respect to the cash management of the Assets or for trading in any instrument that is deemed to be a “security” so as to require registration of the Trading Advisor as an investment adviser pursuant to the Investment Advisers Act of 1940, as amended (the “Advisers Act”). (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds) the~~ reasonably similar in size of the Trading Company. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the Trading Manager, provide the Trading Manager, within 45 30 days of the end of a calendar quarter, and within 45 30 days of a separate request which the Trading Manager may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account and the ~~performance~~ performance, including composite information, of all other ~~client~~ representative accounts directed by the Trading Advisor and using the Trading Program, including Rxxxxxx Polaris Fund LLC and Rxxxxxx Polaris Fund, Ltd. (“Other Accounts”~~) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences~~), ~~if any, over a specified period of time~~ for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~or investors’ identities. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager ~~in writing~~ of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) ~~Upon request~~ Subject to reasonable assurances of confidentiality by the Trading Manager, the Trading Advisor shall promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to material changes in control, ~~key~~ personnel, trading approach, or financial condition). The Trading Manager acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the Trading Manager except to the extent necessary to conduct the business of the Trading Company, otherwise provided for herein or required by applicable law or regulation. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees , including give-up fees at rates approved by MS&Co., arising from such trading by the Trading Advisor shall be for the account of the Trading Company. The Trading Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) ~~Subject to Section 7(a~~(i) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers 1 (~~as described in Section 4 hereof~~ii) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained.* (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (Managed Futures Profile MV, L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor as disclosed in the Disclosure Information, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the Trading Company. (ii) Provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company ~~adjusted for notional funding and leverage differences, if any,~~ over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers*. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its ~~Global Markets Strategy - Futures Only~~ DKR Quantitative Strategies Program (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (Managed Futures Profile MV, L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor as disclosed in the Disclosure Information, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts (including both actual and notional funds) the size of the Trading Company. (ii) Provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with summary information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any, over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ identities and their account positions. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - – Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (Morgan Stanley Managed Futures HV, L.P.)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of ~~the Trading Company’s assets, which shall consist~~ its allocable share of the ~~Trading Company’s~~ Net Assets ~~(as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by~~ of the ~~Trading Manager and consented to by the Trading Advisor (the “Assets”),~~ Partnership on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in ~~Exhibit A to~~ this Agreement ~~as amended from time to time and~~ or provided in writing to the Trading ~~Advisor by the Trading Manager (the “Trading Policies”)~~Advisor; provided, however, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership described in writing to the Trading ~~Policies~~ Advisor and with applicable speculative position limits, (ii) to fund any ~~distributions~~ distributions, redemptions, or ~~redemptions~~reapportionments among other trading advisors to the Partnership, (iii) to pay the ~~Trading Company’s~~ Partnership's expenses, (iv) to the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (v) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor, except to the extent that ~~such consequences result from a material~~ the Trading Advisor is in breach of this ~~Agreement~~ Agreement. In performing services to the Partnership the Trading Advisor may not materially alter the trading program(s) used by the Trading Advisor or in investing and reinvesting its allocable share of the Partnership's Net Assets in futures interests as described in the Prospectus without the prior written consent of the General Partner, it being understood that changes in the futures interests traded shall not be deemed an alteration in the Trading ~~Advisor fails to comply with the Trading Manager’s decision to override an instruction~~Advisor's trading program(s). (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and trading policies of the Partnership provided in writing to the Trading ~~Policies,~~ Advisor and the trading programs, systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the ~~Disclosure Information~~Prospectus, with such changes and additions to such trading programs, systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading ~~approach~~ programs for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company~~Partnership. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a calendar quarter, and within 45~~ 30 days of a ~~separate~~ request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the trading ~~systems~~ programs used by the Trading Advisor ~~on behalf of~~ for the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Partnership over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts and the ~~Trading Company’s~~ Partnership's account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~programs, strategies or implementation methods ~~or degrees of leverage~~may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, ~~different risk profiles,~~ accounts ~~which~~ that commence trading at different ~~times and~~ times, accounts which have different portfolios or different fiscal ~~years~~years and that such differences may cause divergent trading results. (iii) ~~Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv)~~ Upon request of the ~~Trading Manager~~General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner with all material information concerning the Trading Advisor ~~and its activities reasonably requested by the Trading Manager~~ other than proprietary information (including, without limitation, information relating to changes in control, ~~key~~ personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals,~~ stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage ~~commissions and related transaction~~ fees arising from ~~such~~ trading by the Trading Advisor shall be for the account of the Partnership. The Trading ~~Company~~Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) ~~Subject~~ Notwithstanding anything in this Agreement to ~~Section 7(a) hereof~~the contrary, the Trading Advisor shall assume financial responsibility for any negligent errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the ~~Trading Company’s account~~ Partnership's account, including payment to ~~the Commodity Brokers (as described in Section 4 hereof)~~ DWR of the floor brokerage commissions, ~~exchange,~~ exchange and NFA fees, and other transaction charges and ~~give-~~give up charges incurred by ~~the Commodity Broker~~ DWR on such trades but only for the amount of ~~the Commodity Brokers’ out-of-~~DWR's out of pocket costs in respect thereof. ~~The~~ However, the Trading ~~Advisor’s errors~~ Advisor shall ~~include, but~~ not be ~~limited to, inputting improper trading signals~~ responsible for errors committed or ~~communicating incorrect orders to the Commodity Brokers~~caused by DWR or by floor brokers or other FCM's. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the ~~Trading Manager upon discovery~~ General Partner of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainednegligent errors. (e) Prior to the commencement of trading by the ~~Trading Company~~Partnership, the ~~Trading Manager,~~ General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the ~~Trading Company’s~~ Partnership's attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Management Agreement (Dean Witter Spectrum Select Lp)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of the ~~Trading Company’s assets, which shall consist~~ Net Assets of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), Partnership on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in ~~Exhibit A to~~ this ~~Agreement~~ Agreement, or the Prospectus or as ~~amended from time to time and~~ otherwise provided in writing to the Trading ~~Advisor by the Trading Manager (the “Trading Policies”)~~Advisor; ~~provided~~PROVIDED, ~~however~~HOWEVER, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the ~~Trading Policies~~ trading policies of the Partnership and with applicable speculative position limits, (ii) to ~~fund any distributions or redemptions~~pay the Partnership's expenses, (iii) to ~~pay the Trading Company’s expenses, (iv) to~~ the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (viv) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (viv) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in ~~clauses~~ clause (ii~~) or (iii~~) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five calendar days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor, except to the extent that ~~such consequences result from a material~~ the Trading Advisor is in breach of this ~~Agreement~~ Agreement. In performing services for the Partnership, the Trading Advisor may not materially alter the trading program(s) used by the Trading Advisor or in investing and reinvesting the Partnership's Net Assets in futures interests as described in the Prospectus without the prior written consent of the General Partner, it being understood that changes in the futures interests traded shall not be deemed an alteration in the Trading ~~Advisor fails to comply with the Trading Manager’s decision to override an instruction~~Advisor's trading program(s). (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and ~~Trading Policies, and the~~ trading ~~systems, methods, and strategies~~ policies of the Partnership described in the Prospectus and as otherwise provided in writing to the Trading Advisor. The Trading Advisor ~~as disclosed~~ shall trade the Partnership's Net Assets pursuant to the specified trading program(s) described in the ~~Disclosure Information,~~ Prospectus (with such changes and additions to such trading ~~systems, methods or strategies~~ program(s) as the Trading Advisor, from time to time, incorporates into its trading ~~approach~~ program(s) for accounts ~~(including both actual and notional funds)~~ the size of the Partnership), unless the Trading ~~Company~~Advisor is instructed by the General Partner to trade the Partnership's Net Assets pursuant to any one or more of the Trading Advisor's other trading programs described in the Prospectus. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a~~ 30 calendar ~~quarter, and within 45~~ days of a ~~separate~~ request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the trading ~~systems~~ programs used by the Trading Advisor ~~on behalf of~~ for the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Partnership over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts and the ~~Trading Company’s~~ Partnership's account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~programs, strategies or implementation methods ~~or degrees of leverage~~may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, ~~different risk profiles,~~ accounts ~~which~~ that commence trading at different ~~times and~~ times, accounts which have different portfolios or different fiscal ~~years~~years and accounts with different expenses, leverage and interest arrangements and that such differences may cause divergent trading results. (iii) ~~Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv)~~ Upon request of the ~~Trading Manager~~General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner with all material information concerning the Trading Advisor ~~and its activities reasonably requested by the Trading Manager~~ other than proprietary information (including, without limitation, information relating to changes in control, ~~key~~ personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals,~~ stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage ~~commissions and related transaction~~ fees arising from ~~such~~ trading by the Trading Advisor shall be for the account of the Partnership. The Trading ~~Company~~Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) ~~Subject~~ Notwithstanding anything in this Agreement to ~~Section 7(a) hereof~~the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the ~~Trading Company’s account including~~ Partnership's account, including, but not limited to, payment ~~to the Commodity Brokers (as described in Section 4 hereof)~~ of the floor brokerage commissions, ~~exchange,~~ exchange and NFA fees, and other transaction charges and give-up charges incurred ~~by the Commodity Broker~~ on such trades ~~but only for~~ in an amount not to exceed the ~~amount of the Commodity Brokers’~~ total out-of-pocket costs ~~in respect thereof~~associated therewith. The Trading Advisor’s 's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders ~~to the Commodity Brokers~~for execution. The Trading Advisor shall not be responsible for errors committed or caused by DWR, Xxxx Futures, Inc. ("CFI") or any other floor broker or futures commission merchant executing trades. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the ~~Trading Manager upon discovery~~ General Partner of its own ~~errors with respect to the account~~errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ General Partner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedinstructions. (e) Prior to the commencement of ~~trading by the Trading Company~~trading, the ~~Trading Manager,~~ General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the ~~Trading Company’s~~ Partnership's attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Dean Witter Charter Grahm Lp)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the Trading Company. (ii) ~~Provide~~ Subject to the confidentiality obligations contained in this Agreement, provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company ~~adjusted for notional funding and leverage differences, if any,~~ over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following ~~differences in accounts~~ factors may cause divergent trading results, which include, but are not limited to: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) ~~Upon~~ Subject to the confidentiality obligations contained in this Agreement, upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its ~~Global Markets Strategy - Futures Only~~ Diversified Trading Program (the “Trading Program”), as ~~disclosed~~ described in the Disclosure ~~Information~~Document, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (Morgan Stanley Managed Futures MV, L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, ~~2007~~ 2009 by the Trading Advisor ~~on behalf~~ with respect to a portion of the ~~Trading Company~~assets of the Fund, the Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Fund and, as such, shall have authority and responsibility for directing the investment and reinvestment of that portion of the Fund’s assets allocated to the Trading ~~Company’s assets~~Advisor, which shall consist of the ~~Trading Company’s~~ Allocated Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, allocated to the Trading Advisor, as specified in writing by the ~~Trading Manager~~ Managing Owner and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the ~~Trading Manager~~ Managing Owner (the “Trading Policies”); provided, however, that the ~~Trading Manager~~ Managing Owner may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the ~~Trading Company~~Fund’s expenses, (iv) to the extent the ~~Trading Manager~~ Managing Owner believes doing so is necessary for the protection of the ~~Trading Company~~Fund, (v) to terminate the futures interest trading of the ~~Trading Company~~ Account (as defined in Section 4) with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ Managing Owner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ Managing Owner to make the necessary amount of funds available to the ~~Trading Company~~ Fund within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ Managing Owner to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the ~~Trading Manager~~Managing Owner’s decision to override an instruction. Notwithstanding anything to the contrary contained in this Agreement, the Fund shall have the right to instruct the Trading Advisor to liquidate any or all positions at any time. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Fund in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company~~Fund. (ii) Provide the ~~Trading Manager~~Managing Owner, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the ~~Trading Manager~~ Managing Owner may make from time to time, with ~~summary~~ information comparing the performance of the ~~Trading Company~~Fund’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Fund over a specified period of time for the purpose of confirming that the ~~Trading Company~~ Fund has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the ~~Trading Manager~~Managing Owner’s request, consult with the ~~Trading Manager~~ Managing Owner concerning any discrepancies between the performance of such Other Accounts and the ~~Trading Company~~Fund’s account. The Trading Advisor shall promptly inform the ~~Trading Manager~~ Managing Owner in writing of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ Managing Owner acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the ~~Trading Manager~~ Managing Owner when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the ~~Trading Manager~~Managing Owner, promptly provide the ~~Trading Manager~~ Managing Owner with all information concerning the Trading Advisor and its activities reasonably requested by the ~~Trading Manager~~ Managing Owner (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). Additionally, the Trading Advisor agrees to furnish R.X. X’Xxxxx & Associates, LLC (“RJOB”) by telephone, facsimile or electronic data transmission (i) a final report of all trades at the end of each business day and (ii) a report of any trade made involving a position with a required initial margin equal to 10% or more of the Assets within 30 minutes of the Trading Advisor’s receipt of confirmation, verbal or otherwise, from the executing broker that such a trade has been executed. The Trading Advisor further acknowledges and agrees that the timely provision of all such information is of the essence in order to enable the Fund, its designated entities, and RJOB to monitor and comply with mandatory risk control algorithms imposed upon the operation of the Fund. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Fund and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the ~~Trading Company~~Fund. (d) Subject to Section ~~7(a~~8(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers*. The Trading Advisor shall have an affirmative obligation to promptly notify the ~~Trading Manager~~ Managing Owner upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ Managing Owner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedFund. (e) Prior to the commencement of trading by the ~~Trading Company~~Fund, the ~~Trading Manager~~Managing Owner, on behalf of the ~~Trading Company~~Fund, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the ~~Trading Company~~Fund’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the ~~Trading Company~~Fund, the Trading Advisor shall utilize its ~~Global Markets Strategy - Futures Only~~ Discretionary Commodity Trading Program (the “Trading Program”), as ~~disclosed~~ described in the Disclosure ~~Information~~Document, and as modified from time to time. The Trading Advisor shall give the ~~Trading Manager~~ Managing Owner prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the ~~Trading Company~~ Fund without the ~~Trading Manager~~Managing Owner’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program. * Confidential material redacted and filed separately with the Commission.

Appears in 1 contract

Samples: Advisory Agreement (Rjo Global Trust)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about ~~July 1~~October 10, ~~2007~~ 2013 by the Trading Advisor ~~on behalf~~ with respect to all or a portion of the assets of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of that portion of the Trading Company’s ~~assets~~assets allocated to the Trading Advisor, which shall consist of the ~~Trading Company’s~~ Allocated Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, allocated to the Trading Advisor, as specified in writing by the ~~Trading Manager~~ Managing Member and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the ~~Trading Manager~~ Managing Member (the “Trading Policies”); provided, however, that the ~~Trading Manager~~ Managing Member may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the ~~Trading Manager~~ Managing Member believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the ~~Trading Company~~ Account (as defined in Section 4) with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ Managing Member agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ Managing Member to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ Managing Member to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the ~~Trading Manager~~Managing Member’s decision to override an instruction. Notwithstanding anything to the contrary contained in this Agreement, the Trading Company shall have the right to instruct the Trading Advisor to liquidate any or all positions at any time. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the Trading Company. (ii) Provide the ~~Trading Manager~~Managing Member, within 45 10 business days of the end of a calendar quarter, and within 45 10 business days of a separate request which the ~~Trading Manager~~ Managing Member may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company ~~adjusted for notional funding and leverage differences, if any,~~ over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the ~~Trading Manager~~Managing Member’s request, consult with the ~~Trading Manager~~ Managing Member concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the ~~Trading Manager~~ Managing Member in writing of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ Managing Member acknowledges that the following differences in accounts may cause divergent trading results: different brokerage commissions and related transaction fees, different foreign exchange margin management, different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (Rjo Global Trust)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor as disclosed in the Disclosure Information, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the Trading Company. (ii) Provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company ~~adjusted for notional funding and leverage differences, if any,~~ over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The *.The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global ~~Markets Strategy -~~ Futures ~~Only~~ Portfolio (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (Managed Futures Profile MV, L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about ~~July 1~~October 10, ~~2007~~ 2013 by the Trading Advisor ~~on behalf~~ with respect to all or a portion of the assets of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of that portion of the Trading Company’s ~~assets~~assets allocated to the Trading Advisor, which shall consist of the ~~Trading Company’s~~ Allocated Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, allocated to the Trading Advisor, as specified in writing by the ~~Trading Manager~~ Managing Member and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the ~~Trading Manager~~ Managing Member (the “Trading Policies”); provided, however, that the ~~Trading Manager~~ Managing Member may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the ~~Trading Manager~~ Managing Member believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the ~~Trading Company~~ Account (as defined in Section 4) with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ Managing Member agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ Managing Member to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ Managing Member to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the ~~Trading Manager~~Managing Member’s decision to override an instruction. Notwithstanding anything to the contrary contained in this Agreement, the Trading Company shall have the right to instruct the Trading Advisor to liquidate any or all positions at any time. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the Trading Company. (ii) Provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with summary information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any, over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ identities and their account positions. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (Rjo Global Trust)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to act as a trading advisor for the Partnership. The Trading Advisor ~~for~~ will initially be allocated 50% of the ~~Trading Company and, as such,~~ Partnership Net Assets and shall have sole authority and responsibility for directing the investment and reinvestment of its allocable share of the ~~Trading Company’s assets,~~ Net Assets of the Partnership which shall ~~consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented~~ be traded pursuant to ~~by the Trading Advisor (the “Assets”),~~ its International Foreign Exchange Program on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in ~~Exhibit A to~~ this Agreement or the Prospectus or as ~~amended from time to time and~~ otherwise provided in writing to the Trading ~~Advisor by the Trading Manager (the “Trading Policies”)~~Advisor; provided, however, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership described in writing to the Trading ~~Policies~~ Advisor and with applicable speculative position limits, (ii) to fund any ~~distributions~~ distributions, redemptions, or ~~redemptions~~reapportionments among other trading advisors to the Partnership, (iii) to pay the ~~Trading Company’s~~ Partnership's expenses, (iv) to the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (v) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five calendar days of such request. ~~The~~ Except as otherwise provided herein, the Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor~~, except~~ . In performing services to the ~~extent that such consequences result from a material breach of this Agreement~~ Partnership the Trading Advisor may not materially alter the trading program(s) used by the Trading Advisor or in investing and reinvesting its allocable share of the Partnership's Net Assets in futures interests as described in the Prospectus without the prior written consent of the General Partner, it being understood that changes in the futures interests traded shall not be deemed an alteration in the Trading ~~Advisor fails to comply with the Trading Manager’s decision to override an instruction~~Advisor's trading program(s). (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and trading policies of the Partnership described in the Prospectus and as otherwise provided in writing to the Trading ~~Policies,~~ Advisor and the trading programs, systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the ~~Disclosure Information~~Prospectus, with such changes and additions to such trading programs, systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the Net Assets allocated to the Trading ~~Company~~Advisor. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a~~ 30 calendar ~~quarter, and within 45~~ days of a ~~separate~~ request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the trading ~~systems~~ program used by the Trading Advisor ~~on behalf of~~ for the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Partnership over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts and the ~~Trading Company’s~~ Partnership's account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~programs, ~~methods or degrees of leverage~~systems, methods, and strategies may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, ~~different risk profiles,~~ accounts which commence trading at different ~~times and~~ times, accounts which have different portfolios or different fiscal years, accounts with different expense and interest arrangements, and that the Trading Advisor offers different trading programs and that such differences may cause divergent trading results. (iii) ~~Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv)~~ Upon request of the ~~Trading Manager~~General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner with all material information concerning the Trading Advisor ~~and its activities reasonably requested by the Trading Manager~~ other than proprietary information (including, without limitation, information relating to changes in control, ~~key personnel~~principals, trading ~~approach,~~ approach or any materially adverse change in the Trading Advisor's financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor and any other details or other information regarding the trading systems, strategies, methods or programs of the Trading Advisor will be held in confidence by the General Partner and the Partnership, except to the extent necessary, in the reasonable judgment of the General Partner, to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (v) Not trade spot and forward contracts on physical and cash commodities, other than in connection with exchange for physical transactions, without the prior written consent of the General Partner, which consent the General Partner may withhold in its sole discretion. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals,~~ stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage ~~commissions and related transaction~~ fees arising from ~~such~~ trading by the Trading Advisor shall be for the account of the Partnership. The Trading ~~Company~~Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) ~~Subject~~ Notwithstanding anything in this Agreement to ~~Section 7(a) hereof~~the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the ~~Trading Company’s account~~ Partnership's account, including payment ~~to the Commodity Brokers (as described in Section 4 hereof)~~ of the floor brokerage commissions, ~~exchange,~~ exchange and 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’~~ DWR's out-of-pocket costs in respect thereof. The Trading Advisor’s 's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders for execution. The Trading Advisor shall not be responsible for errors committed or caused by DWR, any clearing commodity broker designated by DWR to clear futures interests trades for the Partnership (the "Clearing Commodity ~~Brokers~~Broker"), or any other floor broker or futures commission merchant executing trades. Initially, Xxxx Futures Inc. shall serve as the Non-Clearing Commodity Broker. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the ~~Trading Manager upon discovery~~ General Partner of its own ~~errors with respect to the account~~errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ General Partner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedinstructions. (e) Prior to the commencement of ~~trading by the Trading Company~~trading, the ~~Trading Manager,~~ General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the ~~Trading Company’s~~ Partnership's attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Dean Witter Spectrum Currency Lp)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations ~~on or about July 1, 2007~~ by the ~~Trading Advisor on behalf of the Trading Company~~Partnership, the Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of ~~the Trading Company’s assets, which shall consist~~ its allocable share of the ~~Trading Company’s~~ Net Assets ~~(as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by~~ of the ~~Trading Manager and consented~~ Partnership pursuant to ~~by the Trading Advisor (the “Assets”),~~ its Currency/Financial Program on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in ~~Exhibit A to~~ this Agreement, the Partnership's Limited Partnership Agreement as ~~amended~~ from time to time ~~and provided~~ in ~~writing to the Trading Advisor by the Trading Manager~~ effect (the ~~“Trading Policies”~~"Limited Partnership Agreement"), and the Prospectus; provided, however, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the ~~Trading Policies~~ trading policies of the Partnership described in the Limited Partnership Agreement and the Prospectus (as amended as provided herein) and with applicable speculative position limits, (ii) to fund any ~~distributions~~ distributions, redemptions, or ~~redemptions~~reapportionments among other trading advisors to the Partnership, (iii) to pay the ~~Trading Company’s~~ Partnership's expenses, (iv) to the extent the ~~Trading Manager~~ General Partner reasonably believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (v) to terminate the ~~futures interest~~ commodity trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor, except to the extent that ~~such consequences result from a material~~ the Trading Advisor is in breach of this ~~Agreement by~~ Agreement. In performing services for the Partnership, the Trading Advisor may not materially alter or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and change the trading systems, methods, and strategies of the Trading Advisor as disclosed in the Disclosure Information, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts (including both actual and notional funds) the size of the Trading Company. (ii) Provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with summary information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems program used by the Trading Advisor ~~on behalf~~ in investing and reinvesting its allocable share of the Trading Company adjusted for notional funding and leverage differences, if any, over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ identities and their account positions. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager Partnership's Net Assets in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (commodity interest contracts as described in ~~Section 4 hereof)~~ the Prospectus without the prior written consent 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedGeneral Partner. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Management Agreement (Witter Dean World Currency Fund L P)

Duties of the Trading Advisor. ~~(a) Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to act as a ~~Trading Advisor for~~ trading advisor to the Fund trading the program formerly traded by Global Advisors L.P., with respect to a portion of the assets of the Fund then allocated to the Trading ~~Company~~ Advisor, and, as such, shall have exclusive authority and responsibility for directing the investment and reinvestment of that portion of the Fund’s assets allocated to the Trading ~~Company’s assets~~Advisor, which shall consist of the ~~Trading Company’s~~ Allocated Net Assets (as defined in Section ~~5(c~~6(c) hereof) plus “notional” funds, if any, allocated to the Trading Advisor, as specified in writing by the ~~Trading Manager~~ Managing Owner and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the ~~Trading Manager~~ Managing Owner (the “Trading Policies”); provided, however, that the ~~Trading Manager~~ Managing Owner may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the ~~Trading Company~~Fund’s expenses, (iv) to the extent the ~~Trading Manager~~ Managing Owner believes doing so is necessary for the protection of the ~~Trading Company~~Fund, (v) to terminate the futures interest trading of the ~~Trading Company~~ Account (as defined in Section 4) with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ Managing Owner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ Managing Owner to make the necessary amount of funds available to the ~~Trading Company~~ Fund within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ Managing Owner to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the ~~Trading Manager~~Managing Owner’s decision to override an instruction. Notwithstanding anything to the contrary contained in this Agreement, the Fund shall have the right to instruct the Trading Advisor to liquidate any or all positions at any time. (ba) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Fund in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure Information, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company~~Fund. (ii) Except to the extent that it is following a specific instruction from the Fund or Managing Owner in relation to the execution of an order, shall owe to the Fund and Managing Owner a duty to take all reasonable steps to obtain the best possible result for the Fund. (iii) Provide the ~~Trading Manager~~Managing Owner, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the ~~Trading Manager~~ Managing Owner may make from time to time, with ~~summary~~ information comparing the performance of the ~~Trading Company~~Fund’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Fund over a specified period of time for the purpose of confirming that the ~~Trading Company~~ Fund has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the ~~Trading Manager~~Managing Owner’s request, consult with the ~~Trading Manager~~ Managing Owner concerning any discrepancies between the performance of such Other Accounts and the ~~Trading Company~~Fund’s account. The Trading Advisor shall promptly inform the ~~Trading Manager~~ Managing Owner in writing of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ Managing Owner acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (~~iii~~iv) Inform the ~~Trading Manager~~ Managing Owner when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (ivv) Upon request of the ~~Trading Manager~~Managing Owner, promptly provide the ~~Trading Manager~~ Managing Owner with all information concerning the Trading Advisor and its activities reasonably requested by the ~~Trading Manager~~ Managing Owner (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). Additionally, the Trading Advisor agrees to furnish X.X. X’Xxxxx & Associates, LLC (“RJOB”) by telephone, facsimile or electronic data transmission (i) a final report of all trades at the end of each business day and (ii) a report of any trade made involving a position with a required initial margin equal to 10% or more of the Assets within 30 minutes of the Trading Advisor’s receipt of confirmation, verbal or otherwise, from the executing broker that such a trade has been executed. The Trading Advisor further acknowledges and agrees that the timely provision of all such information is of the essence in order to enable the Fund, its designated entities, and RJOB to monitor and comply with mandatory risk control algorithms imposed upon the operation of the Fund. (cb) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Fund and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the ~~Trading Company~~Fund. (dc) Subject to Section ~~7(a~~9(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers*. The Trading Advisor shall have an affirmative obligation to promptly notify the ~~Trading Manager~~ Managing Owner upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ Managing Owner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the ~~Trading Company~~Fund. ~~Nothing herein shall require~~ The Fund and the Managing Owner agree that the Trading Advisor ~~to accept~~ shall have no liability or responsibility ~~for~~for any act, omission or ~~be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e)~~ error of RJOB. Prior to the commencement of trading by the ~~Trading Company~~Fund, the ~~Trading Manager~~Managing Owner, on behalf of the ~~Trading Company~~Fund, shall deliver to the Trading Advisor a trading authorization appointing the * Confidential material redacted and filed separately with the Commission. Trading Advisor the ~~Trading Company~~Fund’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (fd) In performing services to the ~~Trading Company~~Fund, the Trading Advisor shall utilize its Global ~~Markets Strategy - Futures Only~~ Commodity Systematic program (the “Trading Program”), as ~~disclosed~~ described in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the ~~Trading Manager~~ Managing Owner prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the ~~Trading Company~~ Fund without the ~~Trading Manager~~Managing Owner’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (Rjo Global Trust)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and ~~responsibility~~ responsibility, commencing December 1, 2006, for directing the investment and reinvestment of the ~~Trading Company’s assets~~Net Assets of the Partnership, which initially shall ~~consist~~ be traded pursuant to its Aspect Diversified Program, as described in the Prospectus, and may be subsequently traded pursuant to such other of the Trading ~~Company~~Advisor’s ~~Net Assets (~~programs described in the Prospectus as ~~defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing~~ agreed to by the ~~Trading Manager~~ General Partner and ~~consented to by~~ the Trading Advisor (with such changes and additions to such trading programs as the Trading Advisor, from time to time, incorporates into its trading program(s) for accounts the size of the Partnership), (collectively, the “~~Assets~~Trading Program”), ) on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in Exhibit A ~~to this~~ hereto, the Prospectus, the Limited Partnership Agreement and as ~~amended from time to time and~~ otherwise provided in writing to the Trading ~~Advisor by the Trading Manager (the “Trading Policies”)~~Advisor; provided, however, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership, as described in Exhibit A hereto, the Prospectus, the Limited Partnership Agreement and as otherwise provided in writing to the Trading ~~Policies~~ Advisor, and with applicable speculative position limits, (ii) to ~~fund any distributions or redemptions~~pay the Partnership’s expenses, (iii) to ~~pay the Trading Company’s expenses, (iv) to~~ the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (viv) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (viv) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in ~~clauses~~ clause (ii~~) or (iii~~) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five calendar days of such request. ~~The~~ Except as otherwise provided herein, the Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor. In performing services for the Partnership, ~~except to the extent that such consequences result from a material breach of this Agreement by~~ the Trading Advisor may not materially alter or change the Trading ~~Advisor fails to comply with~~ Program without the prior written consent of the General Partner (and shall not effect such alteration or change on behalf of the Partnership without the General Partner’s consent), and it being understood that changes in the futures interests traded, provided that such futures interests are listed in Exhibit B hereto, shall not be deemed an alteration in the Trading ~~Manager’s decision to override an instruction~~Program. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and ~~Trading Policies, and the~~ trading ~~systems, methods, and strategies~~ policies of the ~~Trading Advisor~~ Partnership described in Exhibit A hereto, the Prospectus, the Limited Partnership Agreement and as ~~disclosed~~ otherwise provided in ~~the Disclosure Information, with such changes and additions~~ writing to ~~such trading systems, methods or strategies as~~ the Trading Advisor~~, from time~~ . The Trading Advisor shall trade the Partnership’s Net Assets pursuant to ~~time, incorporates into its trading approach for accounts (including both actual and notional funds) the size of~~ the Trading ~~Company~~Program. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a~~ 30 calendar ~~quarter, and within 45~~ days of a ~~separate~~ request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company~~Partnership’s account and the performance of ~~all other client accounts (“Other Accounts”) directed by~~ the ~~Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any,~~ Aspect Diversified Fund over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the ~~Trading Manager~~General Partner’s request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts and the ~~Trading Company~~Partnership’s account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is becomes aware. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~programs, strategies or implementation methods ~~or degrees of leverage~~may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, ~~different risk profiles,~~ accounts ~~which~~ that commence trading at different ~~times and~~ times, accounts which have different portfolios or different fiscal ~~years~~years and that such differences may cause divergent trading results. (iii) Upon the request of the General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner with all material information concerning the Trading Advisor other than proprietary information (including, without limitation, information relating to changes in control, personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner and shall not be used for any other purpose except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the ~~Trading Manager~~ General Partner when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals,~~ stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage ~~commissions and related transaction~~ fees, including give-up fees at rates approved by Xxxxxx Xxxxxxx XX, arising from ~~such~~ trading by the Trading Advisor shall be for the account of the Partnership. The Trading ~~Company~~Advisor makes no representations as to whether its trading will produce profits or avoid losses. The Partnership and the General Partner acknowledge that past performance of accounts managed by the Trading Advisor are not necessarily indicative of future results. (d) ~~Subject~~ (i) Notwithstanding anything in this Agreement to ~~Section 7(a) hereof~~the contrary, the Trading Advisor shall assume financial responsibility for any trading errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the ~~Trading Company~~Partnership’s account ~~including payment~~ where any single trading error has occurred as a direct result of human error, including, but not limited to, involving the inputting of trading signals improperly or the communication of orders for execution incorrectly (“Trading Errors”), provided that the Trading Advisor shall not have financial responsibility for any Trading Error unless that Trading Error causes a loss to the ~~Commodity Brokers~~ Partnership’s account equal to or greater than US$50,000 or such other amount as agreed pursuant to Section 2(d)(ii) hereof (~~as described in Section 4 hereof) of~~ the ~~floor brokerage commissions~~“Material Loss”), ~~exchange, NFA fees, and other transaction charges and give-up charges incurred~~ such Material Loss being determined by the ~~Commodity Broker on such trades but only for~~ Trading Advisor, acting reasonably and in good faith, in accordance with the ~~amount of the Commodity Brokers’ out-of-pocket costs in respect thereof. The~~ Trading Advisor’s ~~errors~~ allocation policy. (ii) The Trading Advisor and the Partnership may agree to adjust the Material Loss amount, from time to time in the future, both acting reasonably and in good faith and taking into account factors such as the size of the Partnership’s account, applicable exchange rates and any other factors that either the Trading Advisor or the Partnership deem to be relevant at the appropriate time. (iii) The Trading Advisor shall ~~include, but~~ not be ~~limited~~ liable for any errors other than Trading Errors in accordance with Section 2(d)(i) hereof, except for an error resulting in a loss to the Partnership’s account that is directly caused by an act or omission of the Trading Advisor or its employees, directors or officers which constitutes willful misconduct or negligence or is the result of any such person not having acted in good faith and in the reasonable belief that such acts or omissions were in, or not opposed to, ~~inputting improper trading signals~~ the best interests of the Partnership. (iv) The Trading Advisor shall not be financially responsible for errors committed or ~~communicating incorrect orders to~~ caused by Xxxxxx Xxxxxxx XX, Xxxxxx Xxxxxxx & Co. Incorporated, an affiliate of the ~~Commodity Brokers~~General Partner (“MS&Co.”) or any other executing broker, floor broker or futures commission merchant executing trades, or any clearing broker. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the General Partner of any Trading ~~Manager upon discovery of its own errors with respect~~ Error which has resulted in a Material Loss as defined in Section 2(d)(i) hereof and any error subject to ~~the account~~Section 2(d)(iii) hereof, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ General Partner of any order or trade ~~which~~ that the Trading Advisor reasonably believes was not executed by any executing broker in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedinstructions. (e) Prior to the commencement of ~~trading by the Trading Company~~trading, the ~~Trading Manager,~~ General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading ~~authorization~~ authorization, in the form attached as Exhibit C hereto, appointing the Trading Advisor the ~~Trading Company~~Partnership’s attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Charter Aspect L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about ~~July 1~~October 10, ~~2007~~ 2013 by the Trading Advisor ~~on behalf~~ with respect to all or a portion of the assets of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of that portion of the Trading Company’s ~~assets~~assets allocated to the Trading Advisor, which shall consist of the ~~Trading Company’s~~ Allocated Net Assets (as defined in Section ~~5(c) hereof~~5(c)hereof) plus “notional” funds, if any, allocated to the Trading Advisor, as specified in writing by the ~~Trading Manager~~ Managing Member and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the ~~Trading Manager~~ Managing Member (the “Trading Policies”); provided, however, that the ~~Trading Manager~~ Managing Member may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the ~~Trading Manager~~ Managing Member believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the ~~Trading Company~~ Account (as defined in Section 4) with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ Managing Member agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ Managing Member to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ Managing Member to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the ~~Trading Manager~~Managing Member’s decision to override an instruction. Notwithstanding anything to the contrary contained in this Agreement, the Trading Company shall have the right to instruct the Trading Advisor to liquidate any or all positions at any time. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the Trading Company. (ii) Provide the ~~Trading Manager~~Managing Member, within 45 20 business days of the end of a calendar quarter, and within 45 20 business days of a separate request which the ~~Trading Manager~~ Managing Member may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company ~~adjusted for notional funding and leverage differences, if any,~~ over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the ~~Trading Manager~~Managing Member’s request, consult with the ~~Trading Manager~~ Managing Member concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the ~~Trading Manager~~ Managing Member in writing of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ Managing Member acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (Rjo Global Trust)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of the ~~Trading Company’s assets~~Net Assets of the Partnership, which initially shall ~~consist~~ be traded pursuant to its trading program, the Global Portfolio, as described in the Trading Advisor's Disclosure Document dated March 27, 2006 (as amended or supplemented, the "Disclosure Document"), and may be subsequently traded pursuant to such other of the Trading ~~Company’s Net Assets (as defined~~ Advisor's programs described in ~~Section 5(c) hereof) plus “notional” funds, if any~~the Disclosure Document, as ~~specified in writing by~~ the General Partner may agree (with such changes and additions to such trading programs as the Trading ~~Manager and consented~~ Advisor, from time to by time, incorporates into its trading program(s) for accounts the ~~Trading Advisor (~~size of the ~~“Assets”~~Partnership), (collectively, the "Trading Program") on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in Exhibit A ~~to this~~ hereto, the Limited Partnership Agreement and as ~~amended from time to time and~~ otherwise provided in writing to the Trading ~~Advisor by the Trading Manager (the “Trading Policies”)~~Advisor; provided, however, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership, as described in this Agreement, the Limited Partnership Agreement and as otherwise provided in writing to the Trading ~~Policies~~ Advisor, and with applicable speculative position limits, (ii) to ~~fund any distributions or redemptions~~pay the Partnership's expenses, (iii) to ~~pay the Trading Company’s expenses, (iv) to~~ the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (viv) to terminate the ~~futures~~ commodity interest contract trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (viv) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in ~~clauses~~ clause (ii~~) or (iii~~) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five calendar days of such request. ~~The~~ Except as otherwise provided herein, the Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor. In performing services for the Partnership, ~~except to the extent that such consequences result from a material breach of this Agreement by~~ the Trading Advisor may not materially alter or change the Trading ~~Advisor fails to comply with~~ Program without the prior written consent of the General Partner (and shall not effect such alteration or change on behalf of the Partnership without the General Partner's consent), and it being understood that changes in the commodity interest contracts traded, provided that such commodity interest contracts are listed in Exhibit B hereto, shall not be deemed an alteration in the Trading ~~Manager’s decision to override an instruction~~Program. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading ~~futures interests~~ commodity interest contracts for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and ~~Trading Policies, and the~~ trading ~~systems, methods, and strategies~~ policies of the ~~Trading Advisor~~ Partnership described in Exhibit A hereto, the Limited Partnership Agreement and as ~~disclosed~~ otherwise provided in ~~the Disclosure Information, with such changes and additions~~ writing to ~~such trading systems, methods or strategies as~~ the Trading Advisor~~, from time~~ . The Trading Advisor shall trade the Partnership's Net Assets pursuant to ~~time, incorporates into its trading approach for accounts (including both actual and notional funds) the size of~~ the Trading ~~Company~~Program. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a~~ 30 calendar ~~quarter, and within 45~~ days of a ~~separate~~ request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the ~~trading systems used by the~~ Trading ~~Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any,~~ Program over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts and the ~~Trading Company’s~~ Partnership's account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is becomes aware. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~programs, strategies or implementation methods ~~or degrees of leverage~~may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, ~~different risk profiles,~~ accounts ~~which~~ that commence trading at different ~~times and~~ times, accounts which have different portfolios or different fiscal ~~years~~years and that such differences may cause divergent trading results. (iii) ~~Inform~~ Upon the ~~Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon~~ request of the ~~Trading Manager~~General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner with all material information concerning the Trading Advisor ~~and its activities reasonably requested by the Trading Manager~~ other than proprietary information (including, without limitation, information relating to changes in control, ~~key~~ personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of ~~futures interests~~ commodity interest contracts pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals,~~ stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage ~~commissions and related transaction~~ fees, including give-up fees at rates approved by Morgan Stanley DW, Inc., an affiliate of the General Partner ("Morgxx Xxxnxxx XX"), arising from ~~such~~ trading by the Trading Advisor ~~shall be for the account~~ shxxx xx xxx xxx xxcount of the Partnership. The Trading ~~Company~~Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) ~~Subject~~ Notwithstanding anything in this Agreement to ~~Section 7(a) hereof~~the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of ~~futures interests~~ commodity interest contracts for the ~~Trading Company’s account including~~ Partnership's account, including, but not limited to, payment ~~to the Commodity Brokers (as described in Section 4 hereof)~~ of the floor brokerage commissions, ~~exchange,~~ exchange and 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~~trades. The Trading Advisor’s 's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders ~~to the Commodity Brokers~~for execution. The Trading Advisor shall not be responsible for errors committed or caused by Morgan Stanley DW, Morgan Stanley & Co. Incorporated, an affiliate xx xxx Xxxxxxx Xxrtxxx ("MX&Xx.") or any other floor broker or futures commission merchant executing trades. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the ~~Trading Manager upon discovery~~ General Partner of its own ~~errors with respect to the account~~errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ General Partner of any order or trade ~~which~~ that the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedinstructions. (e) Prior to the commencement of ~~trading by the Trading Company~~trading, the ~~Trading Manager,~~ General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading ~~authorization~~ authorization, in the form attached as Exhibit C hereto, appointing the Trading Advisor the ~~Trading Company’s~~ Partnership's attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Diversified Futures Fund Iii L.P.)

Duties of the Trading Advisor. ~~(a)~~ Upon the commencement of trading operations on or about ~~July~~ November 1, ~~2007~~ 2008 by the Trading Advisor ~~on behalf~~ with respect to a portion of the ~~Trading Company~~assets of the Fund, the Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Fund and, as such, shall have authority and responsibility for directing the investment and reinvestment of that portion of the Fund’s assets allocated to the Trading ~~Company’s assets~~Advisor, which shall consist of the ~~Trading Company’s~~ Allocated Net Assets (as defined in Section ~~5(c~~7(c) hereof) plus “notional” funds, if any, allocated to the Trading Advisor, as specified in writing by the ~~Trading Manager~~ Managing Owner and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the ~~Trading Manager~~ Managing Owner (the “Trading Policies”); provided, however, that the ~~Trading Manager~~ Managing Owner may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the ~~Trading Company~~Fund’s expenses, (iv) to the extent the ~~Trading Manager~~ Managing Owner believes doing so is necessary for the protection of the ~~Trading Company~~Fund, (v) to terminate the futures interest trading of the ~~Trading Company~~ Account (as defined in Section 4) with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ Managing Owner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ Managing Owner to make the necessary amount of funds available to the ~~Trading Company~~ Fund within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ Managing Owner to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the ~~Trading Manager~~Managing Owner’s decision to override an instruction. Notwithstanding anything to the contrary contained in this Agreement, the Fund shall have the right to instruct the Trading Advisor to liquidate any or all positions at any time. (ba) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Fund in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company~~Fund. (ii) Except to the extent that it is following a specific instruction from the Fund or Managing Owner in relation to the execution of an order, shall owe to the Fund and Managing Owner a duty to take all reasonable steps to obtain the best 4 possible result for the Fund, taking into account the execution factors (as defined under FSA Rules) that are relevant to the execution or placing of that order under the terms of the Trading Advisor’s order execution policy. The Fund and the Managing Owner acknowledge receipt of, and consent to, the Trading Advisor’s Execution Policy Notice (which is attached hereto as Exhibit D). (iii) Provide the ~~Trading Manager~~Managing Owner, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the ~~Trading Manager~~ Managing Owner may make from time to time, with ~~summary~~ information comparing the performance of the ~~Trading Company~~Fund’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Fund over a specified period of time for the purpose of confirming that the ~~Trading Company~~ Fund has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the ~~Trading Manager~~Managing Owner’s request, consult with the ~~Trading Manager~~ Managing Owner concerning any discrepancies between the performance of such Other Accounts and the ~~Trading Company~~Fund’s account. The Trading Advisor shall promptly inform the ~~Trading Manager~~ Managing Owner in writing of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ Managing Owner acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (~~iii~~iv) Inform the ~~Trading Manager~~ Managing Owner when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (ivv) Upon request of the ~~Trading Manager~~Managing Owner, promptly provide the ~~Trading Manager~~ Managing Owner with all information concerning the Trading Advisor and its activities reasonably requested by the ~~Trading Manager~~ Managing Owner (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). Additionally, the Trading Advisor agrees to furnish X.X. X’Xxxxx & Associates, LLC (“RJOB”) by telephone, facsimile or electronic data transmission (i) a final report of all trades at the end of each business day and (ii) a report of any trade made involving a position with a required initial margin equal to 10% or more of the Assets within 30 minutes of the Trading Advisor’s receipt of confirmation, verbal or otherwise, from the executing broker that such a trade has been executed. The Trading Advisor further acknowledges and agrees that the timely provision of all such information is of the essence in order to enable the Fund, its designated entities, and RJOB to monitor and comply with mandatory risk control algorithms imposed upon the operation of the Fund. (cb) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Fund and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, 5 officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the ~~Trading Company~~Fund. (dc) Subject to Section ~~7(a~~10(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers*. The Trading Advisor shall have an affirmative obligation to promptly notify the ~~Trading Manager~~ Managing Owner upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ Managing Owner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the ~~Trading Company~~Fund. ~~Nothing herein shall require~~ The Fund and the Managing Owner agree that the Trading Advisor ~~to accept~~ shall have no liability or responsibility ~~for~~for any act, omission or ~~be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e)~~ error of RJOB. Prior to the commencement of trading by the ~~Trading Company~~Fund, the ~~Trading Manager~~Managing Owner, on behalf of the ~~Trading Company~~Fund, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the ~~Trading Company~~Fund’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (fd) In performing services to the ~~Trading Company~~Fund, the Trading Advisor shall utilize its Global ~~Markets Strategy - Futures Only~~ Commodity Systematic program (the “Trading Program”), as ~~disclosed~~ described in the Disclosure ~~Information~~Document, and as modified from time to time. The Trading Advisor shall give the ~~Trading Manager~~ Managing Owner prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the ~~Trading Company~~ Fund without the ~~Trading Manager~~Managing Owner’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (Rjo Global Trust)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, ~~2007~~ 2007, by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as ~~a Trading Advisor~~ the trading advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (collectively, the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures ~~interest~~ interests trading of the Trading Company ~~with~~ by the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, ~~except~~ except, subject to Section 7(a), to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ that are similar in size to the ~~size~~ account of the Trading ~~Company~~Company and traded pursuant to the Trading Program (as defined in Section 2(f)). (ii) ~~Provide~~ Subject to assurances of confidentiality, provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the ~~trading systems~~ Trading Program used by the Trading Advisor on behalf of the Trading Company ~~adjusted for notional funding and leverage differences, if any,~~ (“Other Accounts”) over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably on an overall basis compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges ~~that~~ that, among others, the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, differing account sizes, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years.. The provisions of this Section 2(b)(ii) shall not apply to, and shall in no manner restrict, the Trading Advisor’s management of any accounts it currently manages or may hereafter manage for current and/or former principals and/or Affiliates of the Trading Advisor under any circumstances; (iii) ~~Inform~~ Subject to assurances of confidentiality, as provided for herein, inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed ~~the Trading Advisor’s~~ applicable speculative position limits.; and (iv) Upon request of the Trading Manager, subject to assurances of confidentiality, as provided for herein, promptly provide the Trading Manager with all material information concerning the Trading Advisor ~~and its activities~~ reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key ~~personnel,~~ personnel or trading approach). Nothing contained in this Agreement shall require the Trading Advisor to disclose the details of its trading systems, programs or ~~financial condition)~~strategies. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its ~~affiliates~~ Affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor ~~shall have an affirmative obligation~~ makes no representations as to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order whether such trading will produce profits or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedavoid losses. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its ~~Global Markets Strategy - Futures Only~~ Enhanced Risk (USD) profile of its Diversified Trend Program (the “Trading Program”), as ~~disclosed~~ described in the Disclosure ~~Information~~Document, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s ~~consent~~consent which consent shall be deemed to be given if the Trading Manager has not objected to this change within 5 days following the Trading Advisor’s having provided the Trading Manager with prior written notice of such change), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit CC., shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (Morgan Stanley Managed Futures LV, L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, ~~2007~~ 2007, by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (provided that the Trading Manager will provide the Trading Advisor prior notice where practicable) (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the ~~prohibitions and Trading Policies~~(1) Diversified Program, ~~and~~ as described in the ~~trading systems~~Disclosure Document, ~~methods, and strategies of~~ as modified by the Trading Advisor ~~as disclosed in the Disclosure Information, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor,~~ from time to ~~time, incorporates into its trading approach for accounts~~ time (~~including both actual~~ the “Trading Program”) and ~~notional funds~~(2) the ~~size of the~~ Trading ~~Company~~Policies. (ii) ~~Provide~~ Subject to assurances of confidentiality, as provided for herein, by the Trading Manager and the Trading Company, provide the Trading Manager, within 45 days of ~~the end of a calendar quarter, and within 45 days of a separate~~ any request which the Trading Manager may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account ~~and~~ with the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the trading ~~systems used by the Trading Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any,~~ Program (“Other Accounts”) over a specified period of time for the purpose of confirming that the Trading Company account has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, ~~methods~~ methods, sizes, or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading ~~Manager~~Manager and subject to assurances of confidentiality, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor ~~shall have an affirmative obligation~~ makes no representations as to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order whether such trading will produce profits or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedavoid losses. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a ~~modification~~ material change of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (Morgan Stanley Managed Futures LV, L.P.)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and ~~responsibility~~ responsibility, commencing December 1, 2006, for directing the investment and reinvestment of the ~~Trading Company’s assets~~Net Assets of the Partnership, which initially shall ~~consist~~ be traded pursuant to its Diversified Trading Program as described in the Prospectus, and may be subsequently traded pursuant to such other of the Trading ~~Company~~Advisor’s ~~Net Assets~~ programs described in the Prospectus as General Partner may instruct (with such changes and additions to such trading programs as ~~defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by~~ the Trading ~~Manager and consented~~ Advisor, from time to by time, incorporates into its trading program(s) for accounts the ~~Trading Advisor~~ size of the Partnership), (collectively, the “~~Assets~~Trading Program”), ) on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in Exhibit A ~~to this~~ hereto, the Prospectus, the Limited Partnership Agreement and as ~~amended from time to time and~~ otherwise provided in writing to the Trading ~~Advisor by the Trading Manager (the “Trading Policies”)~~Advisor; provided, however, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership, as described in Exhibit A hereto, the Prospectus, the Limited Partnership Agreement and as otherwise provided in writing to the Trading ~~Policies~~ Advisor, and with applicable speculative position limits, (ii) to ~~fund any distributions or redemptions~~pay the Partnership’s expenses, (iii) to ~~pay the Trading Company’s expenses, (iv) to~~ the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (viv) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (viv) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in ~~clauses~~ clause (ii~~) or (iii~~) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to ~~make~~ facilitate making the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five calendar days of such request. ~~The~~ Except as otherwise provided herein, the Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor. In performing services for the Partnership, ~~except to the extent that such consequences result from a material breach of this Agreement by~~ the Trading Advisor may not materially alter or change the Trading ~~Advisor fails to comply with~~ Program without the prior written consent of the General Partner (and shall not effect such alteration or change on behalf of the Partnership without the General Partner’s consent), and it being understood that changes in the futures interests traded, provided that such futures interests are listed in Exhibit B hereto, shall not be deemed an alteration in the Trading ~~Manager’s decision to override an instruction~~Program. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and ~~Trading Policies, and the~~ trading ~~systems, methods, and strategies~~ policies of the ~~Trading Advisor~~ Partnership described in Exhibit A hereto, the Prospectus, the Limited Partnership Agreement and as ~~disclosed~~ otherwise provided in ~~the Disclosure Information, with such changes and additions~~ writing to ~~such trading systems, methods or strategies as~~ the Trading Advisor~~, from time~~ . The Trading Advisor shall trade the Partnership’s Net Assets pursuant to ~~time, incorporates into its trading approach for accounts (including both actual and notional funds) the size of~~ the Trading ~~Company~~Program. (ii) ~~Provide~~ Subject to Section 12 hereof and reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a~~ 30 calendar ~~quarter, and within 45~~ days of a ~~separate~~ request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company~~Partnership’s account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the ~~trading systems used by the~~ Trading ~~Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any,~~ Program over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the ~~Trading Manager~~General Partner’s request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts and the ~~Trading Company~~Partnership’s account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is becomes aware. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~programs, strategies or implementation methods ~~or degrees of leverage~~may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, ~~different risk profiles,~~ accounts ~~which~~ that commence trading at different ~~times and~~ times, accounts which have different portfolios or different fiscal ~~years~~years and that such differences may cause divergent trading results. (iii) Upon the request of the General Partner and subject to Section 12 hereof and to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner with all material information concerning the Trading Advisor other than proprietary information and Confidential Information (including, without limitation, information relating to changes in control, personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the ~~Trading Manager~~ General Partner when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals,~~ stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage ~~commissions and related transaction~~ fees, including give-up fees at rates approved by Xxxxxx Xxxxxxx XX, arising from ~~such~~ trading by the Trading Advisor shall be for the account of the Partnership. The Trading ~~Company~~Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) ~~Subject~~ Notwithstanding anything in this Agreement to ~~Section 7(a) hereof~~the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the ~~Trading Company~~Partnership’s ~~account including~~ account, including, but not limited to, payment ~~to the Commodity Brokers (as described in Section 4 hereof)~~ of the floor brokerage commissions, ~~exchange,~~ exchange and 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~~trades. The Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to for execution. The Trading Advisor shall not be responsible for errors committed or caused by Xxxxxx Xxxxxxx XX, Xxxxxx Xxxxxxx & Co. Incorporated, an affiliate of the ~~Commodity Brokers~~General Partner (“MS&Co.”) or any other floor broker or futures commission merchant executing trades. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the ~~Trading Manager upon discovery~~ General Partner of its own ~~errors with respect to the account~~errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ General Partner of any order or trade ~~which~~ that the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedinstructions. (e) Prior to the commencement of ~~trading by the Trading Company~~trading, the ~~Trading Manager,~~ General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading ~~authorization~~ authorization, in the form attached as Exhibit C hereto, appointing the Trading Advisor the ~~Trading Company~~Partnership’s attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Charter WCM L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about ~~July~~ October 1, ~~2007~~ 2010 by the Trading Advisor ~~on behalf~~ with respect to a portion of the ~~Trading Company~~assets of the Fund, the Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Fund and, as such, shall have authority and responsibility for directing the investment and reinvestment of that portion of the Fund’s assets allocated to the Trading ~~Company’s assets~~Advisor, which shall consist of the ~~Trading Company’s~~ Allocated Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, allocated to the Trading Advisor, as specified in writing by the ~~Trading Manager~~ Managing Owner and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the ~~Trading Manager~~ Managing Owner (the “Trading Policies”); provided, however, that the ~~Trading Manager~~ Managing Owner may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the ~~Trading Company~~Fund’s expenses, (iv) to the extent the ~~Trading Manager~~ Managing Owner believes doing so is necessary for the protection of the ~~Trading Company~~Fund, (v) to terminate the futures interest trading of the ~~Trading Company~~ Account (as defined in Section 4) with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ Managing Owner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ Managing Owner to make the necessary amount of funds available to the ~~Trading Company~~ Fund within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ Managing Owner to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the ~~Trading Manager~~Managing Owner’s decision to override an instruction. Notwithstanding anything to the contrary contained in this Agreement, the Fund shall have the right to instruct the Trading Advisor to liquidate any or all positions at any time. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Fund in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company~~Fund. (ii) Provide the ~~Trading Manager~~Managing Owner, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the ~~Trading Manager~~ Managing Owner may make from time to time, with ~~summary~~ information comparing the performance of the ~~Trading Company~~Fund’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Fund over a specified period of time for the purpose of confirming that the ~~Trading Company~~ Fund has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the ~~Trading Manager~~Managing Owner’s request, consult with the ~~Trading Manager~~ Managing Owner concerning any discrepancies between the performance of such Other Accounts and the ~~Trading Company~~Fund’s account. The Trading Advisor shall promptly inform the ~~Trading Manager~~ Managing Owner in writing of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ Managing Owner acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, different account sizes or trading levels, different commission rates, different administrative charges or expenses, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the ~~Trading Manager~~ Managing Owner when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the ~~Trading Manager~~Managing Owner, promptly provide the ~~Trading Manager~~ Managing Owner with all information concerning the Trading Advisor and its activities reasonably requested by the ~~Trading Manager~~ Managing Owner (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). Additionally, the Trading Advisor agrees to furnish X.X. X’Xxxxx & Associates, LLC (“RJOB”) by telephone, facsimile or electronic data transmission (i) a final report of all trades at the end of each business day and (ii) a report of any trade made involving a position with a required initial margin equal to 10% or more of the Assets within 30 minutes of the Trading Advisor’s receipt of confirmation, verbal or otherwise, from the executing broker that such a trade has been executed. The Trading Advisor further acknowledges and agrees that the timely provision of all such information is of the essence in order to enable the Fund, its designated entities, and RJOB to monitor and comply with mandatory risk control algorithms imposed upon the operation of the Fund. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Fund and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the ~~Trading Company~~Fund. (d) Subject to the limitations of liability and standards set forth in Section ~~7(a~~8(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers*. The Trading Advisor shall have an affirmative obligation to promptly notify the ~~Trading Manager~~ Managing Owner upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ Managing Owner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedFund. (e) Prior to the commencement of trading by the ~~Trading Company~~Fund, the ~~Trading Manager~~Managing Owner, on behalf of the ~~Trading Company~~Fund, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the ~~Trading Company~~Fund’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the ~~Trading Company~~Fund, the Trading Advisor shall utilize ~~its Global Markets Strategy - Futures Only~~ Dominion Sapphire Program (the “Trading Program”), as ~~disclosed~~ described in the Disclosure ~~Information~~Document, and as modified from time to time. The Trading Advisor shall give the ~~Trading Manager~~ Managing Owner prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the ~~Trading Company~~ Fund without the ~~Trading Manager~~Managing Owner’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program. ______________________________ * Confidential material redacted and filed separately with the Commission.

Appears in 1 contract

Samples: Advisory Agreement (Rjo Global Trust)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of ~~the Trading Company’s assets, which shall consist~~ its allocable share of the ~~Trading Company’s~~ Net Assets ~~(as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by~~ of the ~~Trading Manager and consented to by the Trading Advisor (the “Assets”),~~ Partnership on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in ~~Exhibit A to~~ this ~~Agreement~~ Agreement, or the Prospectus or as ~~amended from time to time and~~ otherwise provided in writing and consented to ~~the Trading Advisor~~ by the Trading ~~Manager (the “Trading Policies”)~~Advisor; ~~provided~~PROVIDED, ~~however~~HOWEVER, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the ~~Trading Policies~~ trading policies of the Partnership and with applicable speculative position limits, (ii) to fund any ~~distributions~~ distributions, redemptions, or ~~redemptions~~reapportionments among other trading advisors to the Partnership, (iii) to pay the ~~Trading Company’s~~ Partnership's expenses, (iv) to the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (v) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five calendar days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor, except to the extent that ~~such consequences result from a material~~ the Trading Advisor is in breach of this ~~Agreement~~ Agreement. In performing services to the Partnership the Trading Advisor may not materially alter the trading program(s) used by the Trading Advisor in investing and reinvesting its allocable share of the Partnership's Net Assets in futures interests as described in the Prospectus without the prior written consent of the General Partner, it being understood that changes in the futures interests or markets traded shall not be deemed an alteration in the Trading ~~Advisor fails to comply with the Trading Manager’s decision to override an instruction~~Advisor's trading program(s). (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and trading policies of the Partnership described in the Prospectus, Exhibit A hereto, and as otherwise provided in writing and consented to by the Trading ~~Policies,~~ Advisor and the trading programs, systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the ~~Disclosure Information~~Prospectus, with such changes and additions to such trading programs, systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading ~~approach~~ programs for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company~~Partnership. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a calendar quarter, and within 45~~ 30 days of a ~~separate~~ reasonable request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the trading ~~systems~~ programs used by the Trading Advisor ~~on behalf of~~ for the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Partnership over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's reasonable request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts and the ~~Trading Company’s~~ Partnership's account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~programs, strategies or implementation methods ~~or degrees of leverage~~may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, ~~different risk profiles,~~ accounts ~~which~~ that commence trading at different ~~times and~~ times, accounts which have different portfolios or different fiscal ~~years~~years and that such differences may cause divergent trading results. (iii) ~~Inform~~ Upon the ~~Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon~~ reasonable request of the ~~Trading Manager~~General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner with all material information concerning the Trading Advisor ~~and its activities reasonably requested by the Trading Manager~~ other than proprietary information (including, without limitation, information relating to changes in control, ~~key~~ personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals,~~ stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage ~~commissions and related transaction~~ fees arising from ~~such~~ trading by the Trading Advisor shall be for the account of the Partnership. The Trading ~~Company~~Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) ~~Subject~~ Notwithstanding anything in this Agreement to ~~Section 7(a) hereof~~the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the ~~Trading Company’s account~~ Partnership's account, including payment to ~~the Commodity Brokers (as described in Section 4 hereof)~~ DWR of the floor brokerage commissions, ~~exchange,~~ exchange and NFA fees, and other transaction charges and give-up charges incurred by ~~the Commodity Broker~~ DWR on such trades but only for the amount of ~~the Commodity Brokers’~~ DWR's out-of-pocket costs in respect thereof. The Trading Advisor’s 's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to for execution. However, the ~~Commodity Brokers~~Trading Advisor shall not be responsible for errors committed or caused by DWR or by floor brokers or other futures commission merchants. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the ~~Trading Manager upon discovery~~ General Partner of its own ~~errors with respect to the account~~errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ General Partner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedinstructions. (e) Prior to the commencement of ~~trading by the Trading Company~~trading, the ~~Trading Manager,~~ General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the ~~Trading Company’s~~ Partnership's attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Dean Witter Spectrum Select Lp)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to continue to act as ~~a Trading Advisor~~ the trading advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for ~~directing~~ advising the investment and reinvestment of the ~~Trading Company’s assets, which shall consist~~ assets of the ~~Trading Company’s Net Assets (as defined~~ Partnership in ~~Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”),~~ futures interests on the terms and conditions and in accordance with the ~~prohibitions~~ restrictions and ~~the~~ trading policies set forth in ~~Exhibit A to~~ this Agreement, the Partnership's Limited Partnership Agreement as ~~amended~~ from time to time ~~and provided~~ in ~~writing to the Trading Advisor by the Trading Manager~~ effect (the ~~“Trading Policies”~~"Limited Partnership Agreement"), and the Prospectus; provided, however, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the ~~Trading Policies and with applicable speculative position limits~~trading policies of the Partnership described in the Limited Partnership Agreement, (ii) to fund any distributions or redemptions, (iii) to pay the ~~Trading Company’s~~ Partnership's expenses, (iv) to the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (v) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in clauses (ii) or and (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five calendar days of such request. ~~The~~ Except as otherwise provided herein, the Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor, except to the extent that ~~such consequences result from a material~~ the Trading Advisor is in breach of this ~~Agreement~~ Agreement. In performing services to the Partnership the Trading Advisor may not materially alter the trading program(s) used by the Trading Advisor in investing and reinvesting the Partnership's Net Assets (as defined in Section 6(c) hereof) in futures interests as described in the Prospectus without the prior written consent of the General Partner, it being understood that changes in the futures interests or markets traded shall not be deemed an alteration in the Trading ~~Advisor fails to comply with the Trading Manager’s decision to override an instruction~~Advisor's trading program(s). (b) The Trading Advisor shall: (i) ~~Exercise~~ exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the ~~prohibitions~~ restrictions and trading policies of the Partnership described in the Prospectus, Exhibit A hereto, and as otherwise provided in writing and consented to by the Trading ~~Policies,~~ Advisor and the trading programs, systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the ~~Disclosure Information~~Prospectus, with such changes and additions to such trading ~~systems, methods or strategies~~ strategy as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company~~Partnership. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a~~ thirty calendar ~~quarter, and within 45~~ days of a ~~separate~~ reasonable request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the trading ~~systems~~ programs used by the Trading Advisor ~~on behalf of~~ for the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Partnership over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's reasonable request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts and the ~~Trading Company’s~~ Partnership's account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~programs, strategies or implementation methods ~~or degrees of leverage~~may be 10.01 utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, ~~different risk profiles,~~ accounts ~~which~~ that commence trading at different ~~times and~~ times, accounts which have different portfolios or different fiscal ~~years~~years and that such differences may cause divergent trading results. (iii) ~~Inform~~ Upon the ~~Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon~~ reasonable request of the ~~Trading Manager~~General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner with all material information concerning the Trading Advisor ~~and its activities reasonably requested by the Trading Manager~~ other than proprietary information (including, without limitation, information relating to changes in control, ~~key~~ personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals,~~ stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage fees and commissions ~~and related transaction fees~~ arising from ~~such~~ trading by the Trading Advisor shall be for the account of the ~~Trading Company~~Partnership. (d) ~~Subject~~ Notwithstanding any provision of this Agreement to ~~Section 7(a) hereof~~the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the ~~Trading Company’s account~~ Partnership's account, including payment to ~~the Commodity Brokers (as described in Section 4 hereof)~~ DWR of the floor brokerage commissions, ~~exchange,~~ exchange and NFA fees, and other transaction charges and give-up charges incurred by ~~the Commodity Broker~~ DWR on such trades but only for the amount of ~~the Commodity Brokers’~~ DWR's out-of-pocket costs in respect thereof. The Trading Advisor’s 's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to any commodity broker for the ~~Commodity Brokers~~Partnership. However, the Trading Advisor shall not be responsible for errors committed or caused by any commodity broker for the Partnership. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the ~~Trading Manager upon discovery~~ General Partner of its own ~~errors with respect to the account~~errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ General Partner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any ~~Commodity Broker or such other~~ commodity broker ~~utilized to execute orders~~ for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedPartnership. (e) ~~Prior to the commencement of trading by the Trading Company, the Trading Manager,~~ The General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading authorization in the form annexed hereto as Exhibit B appointing the Trading Advisor the ~~Trading Company’s~~ Partnership's attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Dean Witter Spectrum Commodity L P)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of its allocable share of the ~~Trading Company’s assets,~~ Net Assets of the Partnership which shall ~~consist of~~ initially be allocated to the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), Sunrise Currency Program on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in ~~Exhibit A to~~ this Agreement or the Prospectus or as ~~amended from time to time and~~ otherwise provided in writing to the Trading ~~Advisor by the Trading Manager (the “Trading Policies”)~~Advisor; ~~provided~~PROVIDED, ~~however~~HOWEVER, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the ~~Trading Policies~~ trading policies of the Partnership and with applicable speculative position limits, (ii) to fund any ~~distributions~~ distributions, redemptions, or ~~redemptions~~reapportionments among other trading advisors to the Partnership, (iii) to pay the ~~Trading Company’s~~ Partnership's expenses, (iv) to the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (v) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five calendar days of such request. ~~The~~ Except as otherwise provided herein, the Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor~~, except~~ . In performing services to the ~~extent that such consequences result from a material breach of this Agreement~~ Partnership the Trading Advisor may not materially alter the trading program(s) used by the Trading Advisor or in investing and reinvesting its allocable share of the Partnership's Net Assets in futures interests as described in the Prospectus without the prior written consent of the General Partner, it being understood that changes in the futures interests traded shall not be deemed an alteration in the Trading ~~Advisor fails to comply with the Trading Manager’s decision to override an instruction~~Advisor's trading program(s). (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and trading policies of the Partnership described in the Prospectus and as otherwise provided in writing to the Trading ~~Policies,~~ Advisor and the trading programs, systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the ~~Disclosure Information~~Prospectus, with such changes and additions to such trading programs, systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company~~Partnership. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a~~ 30 calendar ~~quarter, and within 45~~ days of a ~~separate~~ request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the trading ~~systems~~ programs used by the Trading Advisor ~~on behalf of~~ for the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Partnership over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts and the ~~Trading Company’s~~ Partnership's account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is aware, other than discrepancies resulting from different fees or client trading restrictions or resulting to the opening and closing of accounts. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~programs, ~~methods or degrees of leverage~~systems, methods, and strategies may be utilized for different accounts, accounts with different trading policies, accounts with less than the minimum account size, experiencing differing inflows or outflows of equity, ~~different risk profiles,~~ accounts which commence trading at different ~~times and~~ times, accounts which have different portfolios or different fiscal ~~years~~years and that such differences may cause divergent trading results. (iii) ~~Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv)~~ Upon request of the ~~Trading Manager~~General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner with all material information concerning the Trading Advisor ~~and its activities reasonably requested by the Trading Manager~~ other than proprietary information (including, without limitation, information relating to changes in control, ~~key personnel~~principals, trading ~~approach,~~ approach or any materially adverse change in the Trading Advisor's financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals~~managers, ~~stockholders, directors~~members, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage ~~commissions and related transaction~~ fees arising from ~~such~~ trading by the Trading Advisor shall be for the account of the Partnership. The Trading ~~Company~~Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) ~~Subject~~ Notwithstanding anything in this Agreement to ~~Section 7(a) hereof~~the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the ~~Trading Company’s account~~ Partnership's account, including payment ~~to the Commodity Brokers (as described in Section 4 hereof)~~ of the floor brokerage commissions, ~~exchange,~~ exchange and 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~~trades. The Trading Advisor’s 's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders for execution. The Trading Advisor shall not be responsible for errors committed or caused by DWR, any clearing commodity broker designated by DWR to clear futures interests trades for the Partnership (the "Clearing Commodity ~~Brokers~~Broker"), or any other floor broker or futures commission merchant executing trades. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the ~~Trading Manager upon discovery~~ General Partner of its own ~~errors with respect to the account~~errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ General Partner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedinstructions. (e) Prior to the commencement of ~~trading by the Trading Company~~trading, the ~~Trading Manager,~~ General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the ~~Trading Company’s~~ Partnership's attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Dean Witter Spectrum Currency Lp)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, ~~2007~~ 2009 by the Trading Advisor ~~on behalf~~ with respect to a portion of the ~~Trading Company~~assets of the Fund, the Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Fund and, as such, shall have authority and responsibility for directing the investment and reinvestment of that portion of the Fund’s assets allocated to the Trading ~~Company’s assets~~Advisor, which shall consist of the ~~Trading Company’s~~ Allocated Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, allocated to the Trading Advisor, as specified in writing by the ~~Trading Manager~~ Managing Owner and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the ~~Trading Manager~~ Managing Owner (the “Trading Policies”); provided, however, that the ~~Trading Manager~~ Managing Owner may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the ~~Trading Company~~Fund’s expenses, (iv) to the extent the ~~Trading Manager~~ Managing Owner believes doing so is necessary for the protection of the ~~Trading Company~~Fund, (v) to terminate the futures interest trading of the ~~Trading Company~~ Account (as defined in Section 4) with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ Managing Owner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ Managing Owner to make the necessary amount of funds available to the ~~Trading Company~~ Fund within two (2) trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ Managing Owner to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the ~~Trading Manager~~Managing Owner’s decision to override an instruction. Notwithstanding anything to the contrary contained in this Agreement, the Fund shall have the right to instruct the Trading Advisor to liquidate any or all positions at any time. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Fund in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in ~~the~~ any Disclosure Information, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company~~Fund. (ii) Provide the ~~Trading Manager~~Managing Owner, within 45 forty-five (45) days of the end of a calendar quarter, and within 45 forty-five (45) days of a separate request which the ~~Trading Manager~~ Managing Owner may make from time to time, with ~~summary~~ information comparing the performance of the ~~Trading Company~~Fund’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Fund over a specified period of time for the purpose of confirming that the ~~Trading Company~~ Fund has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the ~~Trading Manager~~Managing Owner’s request, consult with the ~~Trading Manager~~ Managing Owner concerning any discrepancies between the performance of such Other Accounts and the ~~Trading Company~~Fund’s account. The Trading Advisor shall promptly inform the ~~Trading Manager~~ Managing Owner in writing of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ Managing Owner acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the ~~Trading Manager~~ Managing Owner when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the ~~Trading Manager~~Managing Owner, promptly provide the ~~Trading Manager~~ Managing Owner with all information concerning the Trading Advisor and its activities reasonably requested by the ~~Trading Manager~~ Managing Owner (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). Additionally, the Trading Advisor agrees to furnish X.X. X’Xxxxx & Associates, LLC (“RJOB”) by telephone, facsimile or electronic data transmission (i) a final report of all trades at the end of each Business Day (as defined in Section 5(a)(i) hereof) and (ii) a report of any trade made involving a position with a required initial margin equal to 10% or more of the Assets within 30 minutes of the Trading Advisor’s receipt of confirmation, verbal or otherwise, from the executing broker that such a trade has been executed. The Trading Advisor further acknowledges and agrees that the timely provision of all such information is of the essence in order to enable the Fund, its designated entities, and RJOB to monitor and comply with mandatory risk control algorithms imposed upon the operation of the Fund. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Fund and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the ~~Trading Company~~Fund. (d) Subject to Section ~~7(a~~8(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers*. The Trading Advisor shall have an affirmative obligation to promptly notify the ~~Trading Manager~~ Managing Owner upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ Managing Owner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedFund. (e) Prior to the commencement of trading by the ~~Trading Company~~Fund, the ~~Trading Manager~~Managing Owner, on behalf of the ~~Trading Company~~Fund, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the ~~Trading Company~~Fund’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the ~~Trading Company~~Fund, the Trading Advisor shall utilize its ~~Global Markets Strategy - Futures Only~~ Macro trading program (the “Trading Program”), as ~~disclosed~~ described in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the ~~Trading Manager~~ Managing Owner prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the ~~Trading Company~~ Fund without the ~~Trading Manager~~Managing Owner’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program. * Confidential material redacted and filed separately with the Commission.

Appears in 1 contract

Samples: Advisory Agreement (Rjo Global Trust)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of ~~the Trading Company’s assets, which shall consist~~ its allocable share of the ~~Trading Company’s~~ Net Assets ~~(as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by~~ of the ~~Trading Manager and consented to by the Trading Advisor (the “Assets”),~~ Partnership on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in ~~Exhibit A to~~ this Agreement ~~as amended from time to time and~~ or provided in writing to the Trading ~~Advisor by the Trading Manager (the “Trading Policies”)~~Advisor; provided, however, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership described in writing to the Trading ~~Policies~~ Advisor and with applicable speculative position limits, (ii) to fund any ~~distributions~~ distributions, redemptions, or ~~redemptions~~reapportionments among other trading advisors to the Partnership, (iii) to pay the ~~Trading Company’s~~ Partnership's expenses, (iv) to the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (v) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor, except to the extent that ~~such consequences result from a material~~ the Trading Advisor is in breach of this ~~Agreement~~ Agreement. In performing services to the Partnership the Trading Advisor may not materially alter the trading program(s) used by the Trading Advisor or in investing and reinvesting its allocable share of the Partnership's Net Assets in futures interests as described in the Prospectus without the prior written consent of the General Partner, it being understood that changes in the futures interests traded shall not be deemed an alteration in the Trading ~~Advisor fails to comply with the Trading Manager’s decision to override an instruction~~Advisor's trading program(s). (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and trading policies of the Partnership provided in writing to the Trading ~~Policies,~~ Advisor and the trading programs, systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the ~~Disclosure Information~~Prospectus, with such changes and additions to such trading programs, systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading ~~approach~~ programs for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company~~Partnership. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a calendar quarter, and within 45~~ 30 days of a ~~separate~~ request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the trading ~~systems~~ programs used by the Trading Advisor ~~on behalf of~~ for the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Partnership over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts using the same trading programs used by the Trading Advisor for the Partnership and the ~~Trading Company’s~~ Partnership's account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any such material discrepancies of which the Trading Advisor is aware, other than discrepancies resulting from different fees or client trading restrictions or relating to the opening or closing of accounts. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~programs, strategies or implementation methods ~~or degrees of leverage~~may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, ~~different risk profiles,~~ accounts ~~which~~ that commence trading at different ~~times and~~ times, accounts which have different portfolios or different fiscal ~~years~~years and that such differences may cause divergent trading results. (iii) ~~Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv)~~ Upon request of the ~~Trading Manager~~General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner with all material information concerning the Trading Advisor ~~and its activities reasonably requested by the Trading Manager~~ other than proprietary information (including, without limitation, information relating to changes in control, ~~key~~ personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its affiliates or ~~each of~~ its or their ~~principals,~~ stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage fees, commissions and related ~~transaction fees~~ expenses arising from ~~such~~ trading by the Trading Advisor on behalf of the Partnership shall be for the account of the Partnership. The Trading ~~Company~~Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) ~~Subject~~ Notwithstanding anything in this Agreement to ~~Section 7(a) hereof~~the contrary, the Trading Advisor shall assume financial responsibility for any negligent errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the ~~Trading Company’s account~~ Partnership's account, including payment to ~~the Commodity Brokers (as described in Section 4 hereof)~~ DWR of the floor brokerage commissions, ~~exchange,~~ exchange and NFA fees, and other transaction charges and give-up charges incurred by ~~the Commodity Broker~~ DWR on such trades but only for the amount of ~~the Commodity Brokers’~~ DWR's out-of-pocket costs in respect thereof. ~~The~~ However, the Trading ~~Advisor’s errors~~ Advisor shall ~~include, but~~ not be ~~limited to, inputting improper trading signals~~ responsible for errors committed or ~~communicating incorrect orders to the Commodity Brokers~~caused by DWR or by floor brokers or other FCM's. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the ~~Trading Manager upon discovery~~ General Partner of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainednegligent errors. (e) Prior to the commencement of trading by the ~~Trading Company~~Partnership, the ~~Trading Manager,~~ General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the ~~Trading Company’s~~ Partnership's attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Management Agreement (Dean Witter Spectrum Select Lp)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: : (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor as disclosed in the Disclosure Information, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts (including both actual and notional funds) the size of the Trading Company. (ii) Provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with summary information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any, over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ identities and their account positions. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years.. 4 (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement

Duties of the Trading Advisor. (a) Upon the commencement of trading operations ~~on or about July 1, 2007~~ by the ~~Trading Advisor on behalf of the Trading Company~~Partnership, the Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of ~~the Trading Company’s assets, which shall consist~~ its allocable share of the ~~Trading Company’s~~ Net Assets ~~(as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by~~ of the ~~Trading Manager and consented~~ Partnership pursuant to ~~by the Trading Advisor (the “Assets”),~~ its High Yield Currency Arbitrage Program on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in ~~Exhibit A to~~ this Agreement, the Partnership's Limited Partnership Agreement as ~~amended~~ from time to time ~~and provided~~ in ~~writing to the Trading Advisor by the Trading Manager~~ effect (the ~~“Trading Policies”~~"Limited Partnership Agreement"), and the Prospectus; provided, however, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the ~~Trading Policies~~ trading policies of the Partnership described in the Limited Partnership Agreement and the Prospectus (as amended as provided herein) and with applicable speculative position limits, (ii) to fund any ~~distributions~~ distributions, redemptions, or ~~redemptions~~reapportionments among other trading advisors to the Partnership, (iii) to pay the ~~Trading Company’s~~ Partnership's expenses, (iv) to the extent the ~~Trading Manager~~ General Partner reasonably believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (v) to terminate the ~~futures interest~~ commodity trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor, except to the extent that ~~such consequences result from a material~~ the Trading Advisor is in breach of this ~~Agreement~~ Agreement. In performing services for the Partnership, the Trading Advisor may not materially alter or change the trading program used by the Trading Advisor or in investing and reinvesting its allocable share of the ~~Trading Advisor fails to comply with~~ Partnership's Net Assets in commodity interest contracts as described in the ~~Trading Manager’s decision to override an instruction~~Prospectus without the prior written consent of the General Partner. (b) The Trading Advisor shall: : (i) Exercise good faith and due care in ~~trading futures interests~~ determining the trades in commodity interest contracts for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and ~~Trading Policies,~~ trading policies of the Partnership and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the ~~Disclosure Information~~Prospectus which relate to the High Yield Currency Arbitrage Program and the Trading Advisor's general trading techniques, with such changes and additions to such trading ~~systems~~system, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company. (ii) Provide the Trading Manager~~Partnership, ~~within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time~~ subject to ~~time, with summary information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed~~ prior written approval by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any, over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ identities and their account positions. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing General Partner of any material ~~discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges~~ changes and additions, it being understood that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in ~~control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for~~ the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be interest contracts traded ~~by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall~~ will not be deemed a ~~modification of the Trading Program~~material change or addition.

Appears in 1 contract

Samples: Management Agreement (Witter Dean World Currency Fund L P)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about ~~July 1~~April 2, ~~2007~~ 2012 by the Trading Advisor ~~on behalf~~ with respect to a portion of the ~~Trading Company~~assets of the Fund, the Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Fund and, as such, shall have authority and responsibility for directing the investment and reinvestment of that portion of the Fund’s assets allocated to the Trading ~~Company’s assets~~Advisor, which shall consist of the ~~Trading Company’s~~ Allocated Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, allocated to the Trading Advisor, as specified in writing by the ~~Trading Manager~~ Managing Owner and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the ~~Trading Manager~~ Managing Owner (the “Trading Policies”); provided, however, that the ~~Trading Manager~~ Managing Owner may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the ~~Trading Company~~Fund’s expenses, (iv) to the extent the ~~Trading Manager~~ Managing Owner believes doing so is necessary for the protection of the ~~Trading Company~~Fund, (v) to terminate the futures interest trading of the ~~Trading Company~~ Account (as defined in Section 4) with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ Managing Owner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ Managing Owner to make the necessary amount of funds available to the ~~Trading Company~~ Fund within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ Managing Owner to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the ~~Trading Manager~~Managing Owner’s decision to override an instruction. Notwithstanding anything to the contrary contained in this Agreement, the Fund shall have the right to instruct the Trading Advisor to liquidate any or all positions at any time. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Fund in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company~~Fund. (ii) Provide the ~~Trading Manager~~Managing Owner, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the ~~Trading Manager~~ Managing Owner may make from time to time, with ~~summary~~ information comparing the performance of the ~~Trading Company~~Fund’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Fund over a specified period of time for the purpose of confirming that the ~~Trading Company~~ Fund has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the ~~Trading Manager~~Managing Owner’s request, consult with the ~~Trading Manager~~ Managing Owner concerning any discrepancies between the performance of such Other Accounts and the ~~Trading Company~~Fund’s account. The Trading Advisor shall promptly inform the ~~Trading Manager~~ Managing Owner in writing of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ Managing Owner acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the ~~Trading Manager~~ Managing Owner when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the ~~Trading Manager~~Managing Owner, promptly provide the ~~Trading Manager~~ Managing Owner with all information concerning the Trading Advisor and its activities reasonably requested by the ~~Trading Manager~~ Managing Owner (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). Additionally, the Trading Advisor agrees to furnish R.X. X’Xxxxx & Associates, LLC (“RJOB”) by telephone, facsimile or electronic data transmission (i) a final report of all trades at the end of each business day and (ii) a report of any trade made involving a position with a required initial margin equal to 10% or more of the Assets within 30 minutes of the Trading Advisor’s receipt of confirmation, verbal or otherwise, from the executing broker that such a trade has been executed. The Trading Advisor further acknowledges and agrees that the timely provision of all such information is of the essence in order to enable the Fund, its designated entities, and RJOB to monitor and comply with mandatory risk control algorithms imposed upon the operation of the Fund. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Fund and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the ~~Trading Company~~Fund. (d) Subject to Section ~~7(a~~8(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers*. The Trading Advisor shall have an affirmative obligation to promptly notify the ~~Trading Manager~~ Managing Owner upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ Managing Owner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedFund. (e) Prior to the commencement of trading by the ~~Trading Company~~Fund, the ~~Trading Manager~~Managing Owner, on behalf of the ~~Trading Company~~Fund, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the ~~Trading Company~~Fund’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the ~~Trading Company~~Fund, the Trading Advisor shall utilize its Global ~~Markets Strategy - Futures Only~~ Portfolio (the “Trading Program”), as ~~disclosed~~ described in the Disclosure ~~Information~~Document, and as modified from time to time. The Trading Advisor shall give the ~~Trading Manager~~ Managing Owner prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the ~~Trading Company~~ Fund without the ~~Trading Manager~~Managing Owner’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program. ___________________________ * Confidential material redacted and filed separately with the Commission.

Appears in 1 contract

Samples: Advisory Agreement (Rjo Global Trust)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, ~~2007~~ 2012 by the Trading Advisor ~~on behalf~~ with respect to a portion of the ~~Trading Company~~assets of the Fund, the Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Fund and, as such, shall have authority and responsibility for directing the investment and reinvestment of that portion of the Fund’s assets allocated to the Trading ~~Company’s assets~~Advisor, which shall consist of the ~~Trading Company’s~~ Allocated Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, allocated to the Trading Advisor, as specified in writing by the ~~Trading Manager~~ Managing Owner and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the ~~Trading Manager~~ Managing Owner (the “Trading Policies”); provided, however, that the ~~Trading Manager~~ Managing Owner may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the ~~Trading Company~~Fund’s expenses, (iv) to the extent the ~~Trading Manager~~ Managing Owner believes doing so is necessary for the protection of the ~~Trading Company~~Fund, (v) to terminate the futures interest trading of the ~~Trading Company~~ Account (as defined in Section 4) with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ Managing Owner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ Managing Owner to make the necessary amount of funds available to the ~~Trading Company~~ Fund within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ Managing Owner to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the ~~Trading Manager~~Managing Owner’s decision to override an instruction. Notwithstanding anything to the contrary contained in this Agreement, the Fund shall have the right to instruct the Trading Advisor to liquidate any or all positions at any time. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Fund in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company~~Fund. (ii) Provide the ~~Trading Manager~~Managing Owner, within 45 days of ~~the end of~~ a ~~calendar quarter, and within 45 days of a separate~~ written request which the ~~Trading Manager~~ Managing Owner may make from time to time, with ~~summary~~ information comparing the performance of the ~~Trading Company~~Fund’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Fund over a specified period of time for the purpose of confirming that the ~~Trading Company~~ Fund has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the ~~Trading Manager~~Managing Owner’s request, consult with the ~~Trading Manager~~ Managing Owner concerning any discrepancies between the performance of such Other Accounts and the ~~Trading Company~~Fund’s account. The Trading Advisor shall promptly inform the ~~Trading Manager~~ Managing Owner in writing of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ Managing Owner acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the ~~Trading Manager~~ Managing Owner when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the ~~Trading Manager~~Managing Owner, promptly provide the ~~Trading Manager~~ Managing Owner with all information concerning the Trading Advisor and its activities reasonably requested by the ~~Trading Manager~~ Managing Owner (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). Additionally, the Trading Advisor agrees to furnish R.X. X’Xxxxx & Associates, LLC (“RJOB”) by telephone, facsimile or electronic data transmission (i) a final report of all trades at the end of each business day and (ii) a report of any trade made involving a position with a required initial margin equal to 10% or more of the Assets within 30 minutes of the Trading Advisor’s receipt of confirmation, verbal or otherwise, from the executing broker that such a trade has been executed. The Trading Advisor further acknowledges and agrees that the timely provision of all such information is of the essence in order to enable the Fund, its designated entities, and RJOB to monitor and comply with mandatory risk control algorithms imposed upon the operation of the Fund. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Fund and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the ~~Trading Company~~Fund. (d) Subject to Section ~~7(a~~8(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers*. The Trading Advisor shall have an affirmative obligation to promptly notify the ~~Trading Manager~~ Managing Owner upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ Managing Owner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedFund. (e) Prior to the commencement of trading by the ~~Trading Company~~Fund, the ~~Trading Manager~~Managing Owner, on behalf of the ~~Trading Company~~Fund, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the ~~Trading Company~~Fund’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the ~~Trading Company~~Fund, the Trading Advisor shall utilize its ~~Global Markets Strategy - Futures Only~~ Barbarian Program (the “Trading Program”), as ~~disclosed~~ described in the Disclosure ~~Information~~Document, and as modified from time to time. The Trading Advisor shall give the ~~Trading Manager~~ Managing Owner prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the ~~Trading Company~~ Fund without the ~~Trading Manager~~Managing Owner’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program. ___________________________ * Confidential material redacted and filed separately with the Commission.

Appears in 1 contract

Samples: Advisory Agreement (Rjo Global Trust)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of its allocable share of the ~~Trading Company’s assets,~~ Net Assets of the Partnership which shall ~~consist of~~ initially be allocated to the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), Sunrise Currency Program on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in ~~Exhibit A to~~ this Agreement or the Prospectus or as ~~amended from time to time and~~ otherwise provided in writing to the Trading ~~Advisor by the Trading Manager (the “Trading Policies”)~~Advisor; provided, however, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the ~~Trading Policies~~ trading policies of the Partnership and with applicable speculative position limits, (ii) to fund any ~~distributions~~ distributions, redemptions, or ~~redemptions~~reapportionments among other trading advisors to the Partnership, (iii) to pay the ~~Trading Company’s~~ Partnership's expenses, (iv) to the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (v) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five calendar days of such request. ~~The~~ Except as otherwise provided herein, the Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor~~, except~~ . In performing services to the ~~extent that such consequences result from a material breach of this Agreement~~ Partnership the Trading Advisor may not materially alter the trading program(s) used by the Trading Advisor or in investing and reinvesting its allocable share of the Partnership's Net Assets in futures interests as described in the Prospectus without the prior written consent of the General Partner, it being understood that changes in the futures interests traded shall not be deemed an alteration in the Trading ~~Advisor fails to comply with the Trading Manager’s decision to override an instruction~~Advisor's trading program(s). (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and trading policies of the Partnership described in the Prospectus and as otherwise provided in writing to the Trading ~~Policies,~~ Advisor and the trading programs, systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the ~~Disclosure Information~~Prospectus, with such changes and additions to such trading programs, systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company~~Partnership. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a~~ 30 calendar ~~quarter, and within 45~~ days of a ~~separate~~ request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the trading ~~systems~~ programs used by the Trading Advisor ~~on behalf of~~ for the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Partnership over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts and the ~~Trading Company’s~~ Partnership's account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is aware, other than discrepancies resulting from different fees or client trading restrictions or relating to the opening and closing of accounts. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~programs, ~~methods or degrees of leverage~~systems, methods, and strategies may be utilized for different accounts, accounts with different trading policies, accounts with less than the minimum account size, experiencing differing inflows or outflows of equity, ~~different risk profiles,~~ accounts which commence trading at different ~~times and~~ times, accounts which have different portfolios or different fiscal ~~years~~years and that such differences may cause divergent trading results. (iii) ~~Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv)~~ Upon request of the ~~Trading Manager~~General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner with all material information concerning the Trading Advisor ~~and its activities reasonably requested by the Trading Manager~~ other than proprietary information (including, without limitation, information relating to changes in control, ~~key personnel~~principals, trading ~~approach,~~ approach or any materially adverse change in the Trading Advisor's financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals~~managers, ~~stockholders, directors~~members, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage ~~commissions and related transaction~~ fees arising from ~~such~~ trading by the Trading Advisor shall be for the account of the Partnership. The Trading ~~Company~~Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) ~~Subject~~ Notwithstanding anything in this Agreement to ~~Section 7(a) hereof~~the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the ~~Trading Company’s account~~ Partnership's account, including payment ~~to the Commodity Brokers (as described in Section 4 hereof)~~ of the floor brokerage commissions, ~~exchange,~~ exchange and 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~~trades. The Trading Advisor’s 's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders for execution. The Trading Advisor shall not be responsible for errors committed or caused by DWR, any clearing commodity broker designated by DWR to clear futures interests trades for the Partnership (the "Clearing Commodity ~~Brokers~~Broker"), or any other floor broker or futures commission merchant executing trades. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the ~~Trading Manager upon discovery~~ General Partner of its own ~~errors with respect to the account~~errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ General Partner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedinstructions. (e) Prior to the commencement of ~~trading by the Trading Company~~trading, the ~~Trading Manager,~~ General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the ~~Trading Company’s~~ Partnership's attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Dean Witter Spectrum Currency Lp)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor as disclosed in the Disclosure Information, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the Trading Company. (ii) Provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company ~~adjusted for notional funding and leverage differences, if any,~~ over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its ~~Global Markets Strategy - Futures Only~~ DKR Quantitative Strategies Program (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (Morgan Stanley Managed Futures LV, L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on ~~or about July~~ April 1, ~~2007~~ 2008 by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s 's assets, which shall consist of the Trading Company’s 's Net Assets (as defined in Section 5(c) hereof) plus “"notional” " funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “"Assets”"), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “"Trading Policies”"); provided, however, that the Trading Manager may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s 's expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s 's decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the Trading Company. (ii) Provide the Trading Manager, within ~~45 days~~ 10 Business Days of receiving the ~~end of a calendar quarter~~Monthly Package (as defined below) from the Trading Manager, and within 45 30 days of a separate request which the Trading Manager may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s 's account and the performance of all other client accounts (“"Other Accounts”") directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company ~~adjusted for notional funding and leverage differences, if any,~~ over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the Trading Manager’s 's request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s 's account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years, different commission rates and trading costs, different interest amounts, different account sizes leading to different levels of diversification, different fill levels, partial fills which may mean some accounts can miss trades altogether. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (Managed Futures Profile MV, L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about ~~July 1~~April 2, ~~2007~~ 2012 by the Trading Advisor ~~on behalf~~ with respect to a portion of the ~~Trading Company~~assets of the Fund, the Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Fund and, as such, shall have authority and responsibility for directing the investment and reinvestment of that portion of the Fund’s assets allocated to the Trading ~~Company’s assets~~Advisor, which shall consist of the ~~Trading Company’s~~ Allocated Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, allocated to the Trading Advisor, as specified in writing by the ~~Trading Manager~~ Managing Owner and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the ~~Trading Manager~~ Managing Owner (the “Trading Policies”); provided, however, that the ~~Trading Manager~~ Managing Owner may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the ~~Trading Company~~Fund’s expenses, (iv) to the extent the ~~Trading Manager~~ Managing Owner believes doing so is necessary for the protection of the ~~Trading Company~~Fund, (v) to terminate the futures interest trading of the ~~Trading Company~~ Account (as defined in Section 4) with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ Managing Owner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ Managing Owner to make the necessary amount of funds available to the ~~Trading Company~~ Fund within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ Managing Owner to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the ~~Trading Manager~~Managing Owner’s decision to override an instruction. Notwithstanding anything to the contrary contained in this Agreement, the Fund shall have the right to instruct the Trading Advisor to liquidate any or all positions at any time. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Fund in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company~~Fund. (ii) Provide the ~~Trading Manager~~Managing Owner, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the ~~Trading Manager~~ Managing Owner may make from time to time, with ~~summary~~ information comparing the performance of the ~~Trading Company~~Fund’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Fund over a specified period of time for the purpose of confirming that the ~~Trading Company~~ Fund has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the ~~Trading Manager~~Managing Owner’s request, consult with the ~~Trading Manager~~ Managing Owner concerning any discrepancies between the performance of such Other Accounts and the ~~Trading Company~~Fund’s account. The Trading Advisor shall promptly inform the ~~Trading Manager~~ Managing Owner in writing of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ Managing Owner acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the ~~Trading Manager~~ Managing Owner when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the ~~Trading Manager~~Managing Owner, promptly provide the ~~Trading Manager~~ Managing Owner with all information concerning the Trading Advisor and its activities reasonably requested by the ~~Trading Manager~~ Managing Owner (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). Additionally, the Trading Advisor agrees to furnish R.X. X’Xxxxx & Associates, LLC (“RJOB”) by telephone, facsimile or electronic data transmission (i) a final report of all trades at the end of each business day and (ii) a report of any trade made involving a position with a required initial margin equal to 10% or more of the Assets within 30 minutes of the Trading Advisor’s receipt of confirmation, verbal or otherwise, from the executing broker that such a trade has been executed. The Trading Advisor further acknowledges and agrees that the timely provision of all such information is of the essence in order to enable the Fund, its designated entities, and RJOB to monitor and comply with mandatory risk control algorithms imposed upon the operation of the Fund. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Fund and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the ~~Trading Company~~Fund. (d) Subject to Section ~~7(a~~8(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers*. The Trading Advisor shall have an affirmative obligation to promptly notify the ~~Trading Manager~~ Managing Owner upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ Managing Owner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedFund. (e) Prior to the commencement of trading by the ~~Trading Company~~Fund, the ~~Trading Manager~~Managing Owner, on behalf of the ~~Trading Company~~Fund, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the ~~Trading Company~~Fund’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the ~~Trading Company~~Fund, the Trading Advisor shall utilize its ~~Global Markets~~ Liberty Wealth Protection Strategy ~~- Futures Only~~ (2X) (the “Trading Program”), as ~~disclosed~~ described in the Disclosure ~~Information~~Document, and as modified from time to time. The Trading Advisor shall give the ~~Trading Manager~~ Managing Owner prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the ~~Trading Company~~ Fund without the ~~Trading Manager~~Managing Owner’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program. _________________________ * Confidential material redacted and filed separately with the Commission.

Appears in 1 contract

Samples: Advisory Agreement (Rjo Global Trust)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in ~~Exhibit A~~ the Disclosure Document with respect to the Trading Program (as defined in Section 2(f) below), this Agreement as amended from time to time (including but not limited to Exhibit A) and ~~provided~~ as otherwise agreed in writing to by the Trading Advisor by and the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor ~~without~~ with notice if reasonably practicable to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within ~~two trading~~ five calendar days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an ~~instruction~~instruction which was notified to the Trading Advisor pursuant to the terms of this Agreement. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the ~~prohibitions and~~ Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the Trading Company. (ii) Provide the Trading Manager, within 45 days of ~~the end of~~ a ~~calendar quarter, and within 45 days of a separate~~ request which the Trading Manager may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account and the performance of ~~all other client accounts~~ the Aspect Diversified Fund (“Other ~~Accounts~~Account”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company ~~adjusted for notional funding and leverage differences, if any,~~ over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other ~~Accounts~~Account. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other ~~Accounts~~ Account and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, different instruments traded, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading ~~Manager~~Manager and subject to reasonable assurances of confidentiality by the Trading Manager and the Company, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager other than Proprietary Information (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their ~~principals~~principals (including, for the purposes of this Section 2(c), RMF Investment Management), stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor ~~shall have an affirmative obligation~~ makes no representations as to ~~promptly notify~~ whether its trading will produce profits or avoid losses. The Trading Company and the Trading Manager ~~upon discovery~~ acknowledge that past performance of ~~its own errors with respect to the account, and~~ accounts managed by the Trading Advisor ~~shall use its best efforts to identify and promptly notify the Trading Manager~~ are not necessarily indicative of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedfuture results. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize ~~its Global Markets Strategy - Futures Only~~ it’s Aspect Diversified Program (the “Trading Program”), as ~~disclosed~~ described in the Disclosure ~~Information~~Document, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (Morgan Stanley Managed Futures MV, L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the Trading Company. (ii) Provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account and the performance of ~~all~~ other ~~client~~ representative accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company ~~adjusted for notional funding and leverage differences, if any,~~ over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, size of account, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global ~~Markets Strategy - Futures Only~~ Diversified Program (the “Trading Program”), as ~~disclosed~~ described in the Disclosure ~~Information~~Document, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (Morgan Stanley Managed Futures MV, L.P.)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to, and consented to by, the Trading Advisor by the Trading Manager 5 days prior to adoption (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. In the event that the Trading Manager overrides a trading instruction pursuant to the preceding sentence, the Trading Manager shall provide prior written notice to the Trading Advisor. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within ~~two~~ three trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading ~~Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction~~Advisor. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the Trading Company. (ii) ~~Provide~~ Subject to assurances of confidentiality, as provided for herein, by the Trading Manager and the Trading Company, provide the Trading Manager, within 45 90 days of the end of a calendar quarter, and ~~within 45 days of~~ as soon as reasonably practicable after a separate request which the Trading Manager may make from time to time, with ~~summary~~ information comparing the performance of the Trading Company’s account and the performance of ~~all~~ other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the identical investment strategy and trading systems used by the Trading Advisor on behalf of the Trading Company ~~adjusted for notional funding and leverage differences, if any,~~ (“Other Accounts”) over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. For the avoidance of doubt, identical investment strategy shall mean all of the accounts that trade the same program as the Trading Company as indicated by the inclusion of the trading performance of such account in Table XLII located in the section entitled “Trading Performance of the Futures Accounts Managed by Bridgewater Associates, Inc. and its Principals” in the Trading Advisor’s Disclosure Document. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. ~~The~~ Upon request, the Trading Advisor shall promptly inform the Trading Manager ~~in writing~~ of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different sizes of accounts, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position ~~limits~~limits as such apply to the Trading Company. (iv) Upon request of the Trading Manager provide to the Trading Manager, ~~promptly provide the Trading Manager~~ subject to assurances of confidentiality, as provided herein, with ~~all~~ material information concerning the Trading ~~Advisor and its activities reasonably requested by~~ Advisor. Material information for purposes of this Section 2(b)(iv) includes information contained or required to be contained (in the Trading ~~Manager (including, without limitation, information~~ Advisor’s reasonable discretion) in the Offering Memorandum relating to changes in control, ~~key personnel~~registered principals (for commodities purposes), trading approach, or ~~financial condition)~~such information which, should the Trading Advisor fail to disclose, have a material impact upon this Agreement. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. The Trading Advisor makes no representations as to whether such trading will produce profits or avoid losses. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume ~~financial~~ responsibility for ~~any~~ errors ~~committed or caused by it in transmitting orders for the purchase or sale of futures interests for~~ with respect to the Trading Company’s account ~~including payment to~~ solely in accordance with the ~~Commodity Brokers (~~Trading Advisor’s Error Policy, as described in ~~Section 4 hereof) of~~ the ~~floor brokerage commissions~~Trading Advisor’s Form ADV, ~~exchange~~Part II, ~~NFA fees, and other transaction charges and give-up charges incurred by~~ as may be amended from time to time (the ~~Commodity Broker on such trades but only for the amount of the Commodity Brokers’ out-of-pocket costs in respect thereof~~“Error Policy”). The Trading ~~Advisor’s errors shall include~~Advisor has provided a copy of the Form ADV, ~~but~~ Part II, dated February 2008, which contains the Error Policy as currently in effect. In the event the Error Policy is amended, supplemented or modified, such amended, supplemented or modified Error Policy will not be ~~limited to, inputting improper trading signals or communicating incorrect orders~~ effective with respect to the ~~Commodity Brokers~~Trading Company until such time as the Trading Advisor provides the Trading Manager with a copy of such amended, supplemented or modified Error Policy. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager as set forth in the Error Policy upon discovery of its own errors (as errors are determined in accordance with the Error Policy), with respect to the ~~account~~Trading Company, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its ~~Global Markets Strategy -~~ Pure Alpha Futures Only Strategy (the “Trading Program”), as ~~disclosed~~ conducted pursuant to the Trading Advisor’s trading philosophy as described in the Disclosure ~~Information~~Document, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent)~~, including any additional futures interests to be traded by the~~ . The Trading Advisor ~~not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C,~~ shall ~~not be deemed a modification of the Trading Program~~only trade CFTC approved Futures Interests.

Appears in 1 contract

Samples: Advisory Agreement (Morgan Stanley Managed Futures MV, L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about ~~July~~ October 1, ~~2007~~ 2010 by the Trading Advisor ~~on behalf~~ with respect to an allocation of a portion of the ~~Trading Company~~assets of the Fund by the Fund, the Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Fund and, as such, shall have authority and responsibility for directing the investment and reinvestment of that portion of the Fund’s assets allocated to the Trading ~~Company’s assets~~Advisor, which shall consist of the ~~Trading Company’s~~ Allocated Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, allocated to the Trading Advisor, as specified in writing by the ~~Trading Manager~~ Managing Owner and consented to by the Trading Advisor (collectively, the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the ~~Trading Manager~~ Managing Owner (the “Trading Policies”); provided, however, that the ~~Trading Manager~~ Managing Owner may override the instructions of the Trading ~~Advisor without~~ Advisor, and shall promptly provide notice to the Trading ~~Advisor~~ Advisor, to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the ~~Trading Company~~Fund’s expenses, (iv) to the extent the ~~Trading Manager~~ Managing Owner believes doing so is necessary for the protection of the ~~Trading Company~~Fund, (v) to terminate the futures interest trading of the ~~Trading Company~~ Account (as defined in Section 4) with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ Managing Owner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ Managing Owner to make the necessary amount of funds available to the ~~Trading Company~~ Fund within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ Managing Owner to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the ~~Trading Manager~~Managing Owner’s decision to override an ~~instruction~~instruction after receiving notification of such decision. Notwithstanding anything to the contrary contained in this Agreement, the Fund shall have the right to instruct the Trading Advisor to liquidate any or all positions at any time. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Fund in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document as communicated to the Trading Advisor by the Fund or the Managing Owner, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company~~Fund. (ii) Provide the ~~Trading Manager~~Managing Owner, within 45 days of the end of a calendar quarter, and within 45 days of a separate written request which the ~~Trading Manager~~ Managing Owner may make from time to time, with ~~summary~~ information comparing the performance of the ~~Trading Company~~Fund’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Fund over a specified period of time for the purpose of confirming that the ~~Trading Company~~ Fund has been ~~treated equitably compared to~~ traded consistently with such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the ~~Trading Manager~~Managing Owner’s reasonable request, consult with the ~~Trading Manager~~ Managing Owner concerning any material discrepancies between the performance of such Other Accounts and the ~~Trading Company~~Fund’s account. A “material discrepancy” for purposes of this Section shall mean an amount equal to 20 basis points on a daily basis. The Trading Advisor shall promptly inform the ~~Trading Manager~~ Managing Owner in writing of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ Managing Owner acknowledges that the following differences in accounts are some but not all of the factors that may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the ~~Trading Manager~~ Managing Owner when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the ~~Trading Manager~~Managing Owner, promptly provide the ~~Trading Manager~~ Managing Owner with all information concerning the Trading Advisor and its activities reasonably requested by the ~~Trading Manager~~ Managing Owner (including, without limitation, information relating to the Trading Advisor’s changes in control, key personnel, trading approach, or financial condition). Additionally, the Trading Advisor agrees to furnish X.X. X’Xxxxx & Associates, LLC (“RJOB”) by telephone, facsimile or electronic data transmission (i) a final report of all trades in the Account at the end of each business day and (ii) a report of any trade in the Account made involving a position with a required initial margin equal to 10% or more of the Assets within 30 minutes of the Trading Advisor’s receipt of confirmation, verbal or otherwise, from the executing broker that such a trade has been executed. The Trading Advisor further acknowledges that the timely provision of all such information is of the essence in order to enable the Fund, its designated entities, and RJOB to monitor and comply with mandatory risk control algorithms imposed upon the operation of the Fund. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Fund and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Fund and not the Trading ~~Company~~Advisor or any of its affiliates. (d) Subject to Section ~~7(a~~8(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers*. The Trading Advisor shall ~~have an affirmative obligation to~~ promptly notify the ~~Trading Manager~~ Managing Owner upon discovery of its own errors with respect to the account, if any, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ Managing Owner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedFund. (e) Prior to the commencement of trading by the ~~Trading Company~~Fund, the ~~Trading Manager~~Managing Owner, on behalf of the ~~Trading Company~~Fund, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the ~~Trading Company~~Fund’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). * Confidential material redacted and filed separately with the Commission. (f) In performing services to the ~~Trading Company~~Fund, the Trading Advisor shall utilize its ~~Global Markets Strategy - Futures Only~~ Discretionary Macro Program (the “Trading Program”), as ~~disclosed~~ described in the Disclosure ~~Information~~Document, and as modified from time to time. The Trading Advisor shall give the ~~Trading Manager~~ Managing Owner prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the ~~Trading Company~~ Fund without the ~~Trading Manager~~Managing Owner’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a ~~modification of~~ change in the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (Rjo Global Trust)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of the Trading Company’s assets, which shall consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”); provided, however, that the Trading Manager may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the Trading Manager to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Trading Manager’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Trading Company in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor as disclosed in the Disclosure Information, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts (including both actual and notional funds) the size of the Trading Company. (ii) Provide the Trading Manager, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Trading Manager may make from time to time, with summary information comparing the performance of the Trading Company’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company adjusted for notional funding and leverage differences, if any, over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ identities and their account positions. The Trading Advisor shall, upon the Trading Manager’s request, consult with the Trading Manager concerning any discrepancies between the performance of such Other Accounts and the Trading Company’s account. The Trading Advisor shall promptly inform the Trading Manager in writing of any material discrepancies of which the Trading Advisor is aware. The Trading Manager acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - – Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (Managed Futures Premier BHM L.P.)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of the ~~Trading Company’s assets, which shall consist~~ Net Assets of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), Partnership on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in ~~Exhibit A to~~ this ~~Agreement~~ Agreement, or the Prospectus or as ~~amended from time to time and~~ otherwise provided in writing to the Trading ~~Advisor by the Trading Manager (the “Trading Policies”)~~Advisor; ~~provided~~PROVIDED, ~~however~~HOWEVER, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the ~~Trading Policies~~ trading policies of the Partnership and with applicable speculative position limits, (ii) to ~~fund any distributions or redemptions~~pay the Partnership's expenses, (iii) to ~~pay the Trading Company’s expenses, (iv) to~~ the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (viv) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (viv) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in ~~clauses~~ clause (ii~~) or (iii~~) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five calendar days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor, except to the extent that ~~such consequences result from a material~~ the Trading Advisor is in breach of this ~~Agreement~~ Agreement. In performing services for the Partnership, the Trading Advisor may not materially alter the trading portfolios and programs used by the Trading Advisor or in investing and reinvesting the Partnership's Net Assets in futures interests as described in the Prospectus without the prior written consent of the General Partner, it being understood that changes in the futures interests traded shall not be deemed a material alteration in the Trading ~~Advisor fails to comply with the Trading Manager’s decision to override an instruction~~Advisor's trading portfolios and programs. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and ~~Trading Policies, and the~~ trading ~~systems, methods, and strategies~~ policies of the Partnership described in the Prospectus and as otherwise provided in writing on prior reasonable notice to the Trading Advisor. The Trading Advisor ~~as disclosed~~ shall trade the Partnership's Net Assets pursuant to the specified trading portfolios and programs described in the ~~Disclosure Information,~~ Prospectus (with such changes and additions to such trading ~~systems, methods or strategies~~ portfolios and programs as the Trading Advisor, from time to time, incorporates into its trading ~~approach~~ portfolios and programs for accounts ~~(including both actual and notional funds)~~ the size of the Partnership), unless the Trading ~~Company~~Advisor is instructed by the General Partner to trade the Partnership's Net Assets pursuant to any one or more of the Trading Advisor's other trading portfolios and programs described in the Prospectus. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a~~ 30 calendar ~~quarter, and within 45~~ days of a ~~separate~~ request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the trading ~~systems~~ portfolios and programs used by the Trading Advisor ~~on behalf of~~ for the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Partnership over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as it deems are reasonably necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts and the ~~Trading Company’s~~ Partnership's account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~programs, strategies or implementation methods ~~or degrees of leverage~~may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, ~~different risk profiles,~~ accounts ~~which~~ that commence trading at different ~~times and~~ times, accounts which have different portfolios or different fiscal ~~years~~years and that such differences may cause divergent trading results. (iii) ~~Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv)~~ Upon request of the ~~Trading Manager~~General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner within a reasonable time of such request with all material information ~~concerning the Trading Advisor and its activities reasonably requested by the Trading Manager~~ (including, without limitation, information relating to changes in control, ~~key~~ personnel, trading approach, or financial condition)) concerning the Trading Advisor other than proprietary information. The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals,~~ stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage ~~commissions and related transaction~~ fees arising from ~~such~~ trading by the Trading Advisor shall be for the account of the Partnership. The Trading ~~Company~~Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) ~~Subject~~ Notwithstanding anything in this Agreement to ~~Section 7(a) hereof~~the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the ~~Trading Company’s account including~~ Partnership's account, including, but not limited to, payment ~~to the Commodity Brokers (as described in Section 4 hereof)~~ of the floor brokerage commissions, ~~exchange,~~ exchange and 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~~trades. The Trading Advisor’s 's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders ~~to the Commodity Brokers~~for execution. The Trading Advisor shall not be responsible for errors committed or caused by DWR, Xxxx Futures, Inc. ("CFI") or any other floor broker or futures commission merchant executing trades. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the ~~Trading Manager upon discovery~~ General Partner of its own ~~errors with respect to the account~~errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ General Partner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedinstructions. (e) Prior to the commencement of ~~trading by the Trading Company~~trading, the ~~Trading Manager,~~ General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the ~~Trading Company’s~~ Partnership's attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Dean Witter Charter Welton Lp)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about ~~July 1~~October 15, ~~2007~~ 2013 by the Trading Advisor ~~on behalf~~ with respect to all or a portion of the assets of the Trading Company, the Trading Advisor hereby agrees to act as a Trading Advisor for the Trading Company and, as such, shall have authority and responsibility for directing the investment and reinvestment of that portion of the Trading Company’s ~~assets~~assets allocated to the Trading Advisor, which shall consist of the ~~Trading Company’s~~ Allocated Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, allocated to the Trading Advisor, as specified in writing by the ~~Trading Manager~~ Managing Member and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the ~~Trading Manager~~ Managing Member (the “Trading Policies”); provided, however, that the ~~Trading Manager~~ Managing Member may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position ~~limits, (ii) to fund any distributions~~ limits or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to the extent the Trading Manager believes doing so is necessary for the protection of the Trading Company, (v) to terminate the futures interest trading of the Trading Company with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Trading Manager agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Trading Manager to make the necessary amount of funds available to the Trading Company within two trading days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ Managing Member to override instructions of the Trading Advisor, except to the extent that such consequences result from ~~a material breach of this Agreement by the~~ Trading ~~Advisor or the Trading Advisor fails~~ Advisor’s Failure to comply with the ~~Trading Manager~~Managing Member’s decision to override an instruction. (b) The Trading Advisor shall: (i) Exercise good faith ~~and due care~~ in trading futures interests for the ~~account of the Trading Company~~ Account in accordance with the ~~prohibitions and~~ Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the ~~Disclosure Information~~Program Materials, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ trading with a substantially similar investment strategy to the ~~size of the Trading Company~~Account. (ii) Provide the ~~Trading Manager~~Managing Member, within 45 10 business days of the end of a calendar quarter, and within 45 10 business days of a separate request which the ~~Trading Manager~~ Managing Member may make from time to time, with ~~summary~~ information comparing the performance of the ~~Trading Company’s account~~ Account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Trading Company ~~adjusted for notional funding and leverage differences, if any,~~ over a specified period of time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the ~~Trading Manager~~Managing Member’s request, consult with the ~~Trading Manager~~ Managing Member concerning any material discrepancies between the performance of such Other Accounts and the ~~Trading Company’s account~~Account. The Trading Advisor shall promptly inform the ~~Trading Manager~~ Managing Member in writing of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ Managing Member acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, different asset levels, different methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the ~~Trading Manager~~ Managing Member when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Trading Manager, promptly provide the Trading Manager with all information concerning the Trading Advisor and its activities reasonably requested by the Trading Manager (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Trading Company and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (Rjo Global Trust)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of the ~~Trading Company’s assets, which shall consist~~ Net Assets of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented to by the Trading Advisor (the “Assets”), Partnership on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in ~~Exhibit A to~~ this ~~Agreement~~ Agreement, or the Prospectus or as ~~amended from time to time and~~ otherwise provided in writing to the Trading ~~Advisor by the Trading Manager (the “Trading Policies”)~~Advisor; provided, however, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the ~~Trading Policies~~ trading policies of the Partnership and with applicable speculative position limits, (ii) to ~~fund any distributions or redemptions~~pay the Partnership's expenses, (iii) to ~~pay the Trading Company’s expenses, (iv) to~~ the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (viv) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (viv) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in ~~clauses~~ clause (ii~~) or (iii~~) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five calendar days of such request. ~~The~~ Except as otherwise provided herein, the Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor. In performing services for the Partnership, ~~except to~~ the ~~extent that such consequences result from a material breach of this Agreement~~ Trading Advisor may not materially alter the trading program(s) used by the Trading Advisor or in investing and reinvesting the Partnership's Net Assets in futures interests as described in the Prospectus without the prior written consent of the General Partner, it being understood that changes in the futures interests traded shall not be deemed an alteration in the Trading ~~Advisor fails to comply with the Trading Manager’s decision to override an instruction~~Advisor's trading program(s). (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and ~~Trading Policies, and the~~ trading ~~systems, methods, and strategies~~ policies of the Partnership described in the Prospectus and as otherwise provided in writing to the Trading Advisor. The Trading Advisor ~~as disclosed~~ shall trade the Partnership's Net Assets pursuant to the Diversified Portfolio described in the ~~Disclosure Information,~~ Prospectus (with such changes and additions to such trading ~~systems, methods or strategies~~ program as the Trading Advisor, from time to time, incorporates into its ~~trading approach~~ Diversified Portfolio for accounts ~~(including both actual and notional funds)~~ the size of the Partnership), unless the Trading ~~Company~~Advisor is instructed by the General Partner to trade the Partnership's Net Assets pursuant to any one or more of the Trading Advisor's other trading programs described in the Prospectus. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a~~ 30 calendar ~~quarter, and within 45~~ days of a ~~separate~~ request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the trading ~~systems~~ programs used by the Trading Advisor ~~on behalf of~~ for the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Partnership over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts and ~~the Trading Company’s~~ thePartnership's account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material ~~discrepancies~~ discrepancies, as reasonably determined by the Trading Advisor, of which the Trading Advisor is becomes aware. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~programs, strategies or implementation methods ~~or degrees of leverage~~may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of ~~equity, different risk profiles~~equity (including notional funds), accounts ~~which~~ that commence trading at different ~~times and~~ times, accounts which have different portfolios or different fiscal ~~years~~years and that such differences may cause divergent trading results. (iii) ~~Inform~~ Upon the ~~Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon~~ reasonable request of the ~~Trading Manager~~General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner with all material information concerning the Trading Advisor ~~and its activities reasonably requested by the Trading Manager~~ other than proprietary information (including, without limitation, information relating to changes in control, ~~key~~ personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals,~~ stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage ~~commissions and related transaction~~ fees, including give-up fees at rates approved by Morgan Stanley DW, arising from ~~such~~ trading by the Trading Advisor ~~shall be for the account~~ shalx xx xox xxx xxxxunt of the Partnership. The Trading ~~Company~~Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) ~~Subject~~ Notwithstanding anything in this Agreement to ~~Section 7(a) hereof~~the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the ~~Trading Company’s account including~~ Partnership's account, including, but not limited to, payment ~~to the Commodity Brokers (as described in Section 4 hereof)~~ of the floor brokerage commissions, ~~exchange,~~ exchange and 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~~trades. The Trading Advisor’s 's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders ~~to the Commodity Brokers~~for execution. The Trading Advisor shall not be responsible for errors committed or caused by Morgan Stanley DW, Morgan Stanley & Co. Incorporated ("MS&Co.") or xxx xxhxx xxxxx xroxxx xx xxxxxxx commission merchant executing trades. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the ~~Trading Manager upon discovery~~ General Partner of its own ~~errors with respect to the account~~errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ General Partner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedinstructions. (e) Prior to the commencement of ~~trading by the Trading Company~~trading, the ~~Trading Manager,~~ General Partner on behalf of the ~~Trading Company,~~ Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the ~~Trading Company’s~~ Partnership's attorney-in-fact for such ~~purpose (a form of which is attached hereto as Exhibit B)~~purpose. (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Charter Campbell Lp)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to continue to act as a ~~Trading Advisor~~ trading advisor for the ~~Trading Company~~ Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of the ~~Trading Company’s assets, which shall consist of the Trading Company’s Net Assets~~ net assets (as defined in Section ~~5(c~~7(d) ~~hereof~~of the Limited Partnership Agreement, the "Net Assets") ~~plus “notional” funds, if any, as specified in writing by~~ of the ~~Trading Manager and consented~~ Partnership allocated to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Trading Manager (the “Trading Policies”)it; provided, however, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership described in writing to the Trading ~~Policies~~ Advisor and with applicable speculative position limits, (ii) to fund any ~~distributions~~ distributions, redemptions, or ~~redemptions~~reapportionments among other trading advisors to the Partnership, (iii) to pay the ~~Trading Company’s~~ Partnership's expenses, (iv) to the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (v) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (vi) to comply with any applicable ~~law~~ law, regulation, order, judgment, or ~~regulation~~interpretation, or policy. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor, except to the extent that ~~such consequences result from a material~~ the Trading Advisor is in breach of this ~~Agreement~~ Agreement. In performing services for the Partnership, the Trading Advisor may not materially alter the trading programs used by the Trading Advisor or in investing and reinvesting the Partnership's Net Assets in futures interests as described in the Prospectus without the prior written consent of the General Partner, it being understood that changes in the futures interests traded on leverage shall not be deemed a material alteration in the Trading ~~Advisor fails to comply with~~ Advisor's trading program(s) employed for the ~~Trading Manager’s decision to override an instruction~~Partnership. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with ~~the~~ (a) prohibitions and trading policies of the Partnership as described in the Prospectus and otherwise as provided in writing to the Trading ~~Policies,~~ Advisor by the General Partner and (b) the trading systems, ~~methods~~programs, and strategies of the Trading Advisor as ~~disclosed~~ described in the ~~Disclosure Information~~Prospectus or such other trading systems, programs, and strategies of the Trading Advisor as the General Partner and the Trading Advisor shall agree, with such changes and additions to such trading systems, ~~methods~~ programs or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company~~Partnership. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a calendar quarter, and within 45~~ 30 days of a ~~separate~~ request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the trading ~~systems~~ programs used by the Trading Advisor ~~on behalf of~~ for the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Partnership over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts and the ~~Trading Company’s account~~Partnership's accounts. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~strategies or methods may be utilized for different sized accounts, ~~methods or degrees of leverage,~~ accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, ~~different risk profiles~~timing of orders, accounts which commence trading at different ~~times and~~ times, accounts which have different portfolios or different fiscal years, accounts with different expense and interest arrangements, that the Trading Advisor offers several different trading programs and that such differences may cause divergent trading results. (iii) ~~Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv)~~ Upon request of the ~~Trading Manager~~General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner with all material information concerning the Trading Advisor ~~and its activities reasonably requested by the Trading Manager~~ other than proprietary information (including, without limitation, information relating to changes in control, ~~key personnel~~principals, trading ~~approach,~~ approach or any materially adverse change in the Trading Advisor's financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law, regulation, order, judgment or interpretive policy. (iv) While the Trading Advisor is the sole advisor of the Partnership, monitor the speculative position limits applicable to the Partnership's trading so as to prevent the Partnership from exceeding such limits. (v) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals,~~ stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Act. All brokerage ~~commissions and related transaction~~ fees arising from ~~such~~ trading by the Trading Advisor shall be for the account of the Partnership. The Trading ~~Company~~Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) ~~Subject~~ Notwithstanding anything in this Agreement to ~~Section 7(a) hereof~~the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the ~~Trading Company’s account including~~ Partnership's account, including, without limitation, payment to DWR, the ~~Commodity Brokers (as described in Section 4 hereof)~~ commodity broker for the Partnership, of the floor brokerage commissions, ~~exchange,~~ exchange and NFA fees, and other transaction charges and give-up charges incurred by ~~the Commodity Broker~~ DWR on such trades but only for the amount of ~~the Commodity Brokers’~~ DWR's out-of-pocket costs in respect thereof. The Trading Advisor’s 's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to DWR. However, the ~~Commodity Brokers~~Trading Advisor shall not be responsible for errors committed or caused by DWR or by floor brokers or by other futures commission merchants. The Trading Advisor shall have an affirmative obligation promptly to ~~promptly~~ notify the ~~Trading Manager upon discovery~~ General Partner of its own ~~errors with respect to the account~~errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the ~~Trading Manager~~ General Partner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to ~~any Commodity Broker~~ DWR or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedPartnership. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Management Agreement (Dean Witter Principal Secured Futures Fund Lp)

Duties of the Trading Advisor. (a) ~~Upon the commencement of trading operations on or about July 1, 2007 by the Trading Advisor on behalf of the Trading Company, the~~ The Trading Advisor hereby agrees to act as a trading advisor for the Partnership. The Trading Advisor ~~for~~ will initially be allocated 50% of the ~~Trading Company and, as such,~~ Partnership Net Assets and shall have sole authority and responsibility for directing the investment and reinvestment of its allocable share of the ~~Trading Company’s assets,~~ Net Assets of the Partnership which shall ~~consist of the Trading Company’s Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, as specified in writing by the Trading Manager and consented~~ be traded pursuant to ~~by the Trading Advisor (the “Assets”),~~ its International Foreign Exchange Program on the terms and conditions and in accordance with the prohibitions and ~~the~~ trading policies set forth in ~~Exhibit A to~~ this Agreement or the Prospectus or as ~~amended from time to time and~~ otherwise provided in writing to the Trading ~~Advisor by the Trading Manager (the “Trading Policies”)~~Advisor; provided, however, that the ~~Trading Manager~~ General Partner may override the instructions of ~~the Trading Advisor without notice to~~ the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership described in writing to the Trading ~~Policies~~ Advisor and with applicable speculative position limits, (ii) to fund any ~~distributions~~ distributions, redemptions, or ~~redemptions~~reapportionments among other trading advisors to the Partnership, (iii) to pay the ~~Trading Company’s~~ Partnership's expenses, (iv) to the extent the ~~Trading Manager~~ General Partner believes doing so is necessary for the protection of the ~~Trading Company~~Partnership, (v) to terminate the futures ~~interest~~ interests trading of the ~~Trading Company with the Trading Advisor~~Partnership, or (vi) to comply with any applicable law or regulation. The ~~Trading Manager~~ General Partner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager~~ General Partner to make the necessary amount of funds available to the ~~Trading Company~~ Partnership within ~~two trading~~ five calendar days of such request. ~~The~~ Except as otherwise provided herein, the Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ General Partner to override instructions of the Trading Advisor~~, except~~ . In performing services to the ~~extent that such consequences result from a material breach of this Agreement~~ Partnership the Trading Advisor may not materially alter the trading program(s) used by the Trading Advisor or in investing and reinvesting its allocable share of the Partnership's Net Assets in futures interests as described in the Prospectus without the prior written consent of the General Partner, it being understood that changes in the futures interests traded shall not be deemed an alteration in the Trading ~~Advisor fails to comply with the Trading Manager’s decision to override an instruction~~Advisor's trading program(s). (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Partnership in accordance with the prohibitions and trading policies of the Partnership described in the Prospectus and as otherwise provided in writing to the Trading ~~Policies,~~ Advisor and the trading programs, systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the ~~Disclosure Information~~Prospectus, with such changes and additions to such trading programs, systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the Net Assets allocated to the Trading ~~Company~~Advisor. (ii) ~~Provide~~ Subject to reasonable assurances of confidentiality by the ~~Trading Manager~~General Partner and the Partnership, provide the General Partner, within ~~45 days of the end of a~~ 30 calendar ~~quarter, and within 45~~ days of a ~~separate~~ request ~~which~~ therefor by the ~~Trading Manager may make from time to time~~General Partner, with ~~summary~~ information comparing the performance of the ~~Trading Company’s~~ Partnership's account and the performance of all other client accounts ~~(“Other Accounts”)~~ directed by the Trading Advisor using the trading ~~systems~~ program used by the Trading Advisor ~~on behalf of~~ for the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Partnership over a specified period of ~~time for the purpose of confirming that the Trading Company has been treated equitably compared to such Other Accounts~~time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s 's clients~~’ identities and their account positions~~' identities. The Trading Advisor shall, upon the ~~Trading Manager’s~~ General Partner's request, consult with the ~~Trading Manager~~ General Partner concerning any discrepancies between the performance of such ~~Other Accounts~~ other accounts and the ~~Trading Company’s~~ Partnership's account. The Trading Advisor shall promptly inform the ~~Trading Manager in writing~~ General Partner of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ General Partner acknowledges that ~~the following differences in accounts may cause divergent trading results:~~ different trading ~~strategies~~programs, ~~methods or degrees of leverage~~systems, methods, and strategies may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, ~~different risk profiles,~~ accounts which commence trading at different ~~times and~~ times, accounts which have different portfolios or different fiscal years, accounts with different expense and interest arrangements, and that the Trading Advisor offers different trading programs and that such differences may cause divergent trading results. (iii) ~~Inform the Trading Manager when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv)~~ Upon request of the ~~Trading Manager~~General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, ~~promptly~~ provide the ~~Trading Manager~~ General Partner with all material information concerning the Trading Advisor ~~and its activities reasonably requested by the Trading Manager~~ other than proprietary information (including, without limitation, information relating to changes in control, ~~key personnel~~principals, trading ~~approach,~~ approach or any materially adverse change in the Trading Advisor's financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor and any other details or other information regarding the trading systems, strategies, methods or programs of the Trading Advisor will be held in confidence by the General Partner and the Partnership, except to the extent necessary, in the reasonable judgment of the General Partner, to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (v) Not trade spot and forward contracts on physical and cash commodities (other than foreign currencies) without the prior written consent of the General Partner, which consent the General Partner may withhold in its sole discretion. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Partnership and not for the account, or at the ~~risk~~ risk, of the Trading Advisor or any of its ~~affiliates or each of their principals,~~ stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading ~~Advisor~~Advisor within the meaning of the Securities Act. All brokerage ~~commissions and related transaction~~ fees arising from ~~such~~ trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintained. (e) Prior to the commencement of trading by the Trading Company, the Trading Manager, on behalf of the Trading Company, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Trading Company’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Trading Company, the Trading Advisor shall utilize its Global Markets Strategy - Futures Only (the “Trading Program”), as disclosed in the Disclosure Information, and as modified from time to time. The Trading Advisor shall give the Trading Manager prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Trading Company without the Trading Manager’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.the

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Dean Witter Spectrum Currency Lp)

Appears in 1 contract

Samples: Management Agreement (Dean Witter Portfolio Strategy Fund Lp)

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Charter MSFCM Lp)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about ~~July~~ August 1, ~~2007~~ 2012 by the Trading Advisor ~~on behalf~~ with respect to a portion of the ~~Trading Company~~assets of the Fund, the Trading Advisor hereby agrees to act as a Trading Advisor for the ~~Trading Company~~ Fund and, as such, shall have authority and responsibility for directing the investment and reinvestment of that portion of the Fund’s assets allocated to the Trading ~~Company’s assets~~Advisor, which shall consist of the ~~Trading Company’s~~ Allocated Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, allocated to the Trading Advisor, as specified in writing by the ~~Trading Manager~~ Managing Owner and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the ~~Trading Manager~~ Managing Owner (the “Trading Policies”); provided, however, that the ~~Trading Manager~~ Managing Owner may override the instructions of the Trading Advisor ~~without~~ with concurrent notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to ~~fund any distributions or redemptions, (iii) to pay the Trading Company’s expenses, (iv) to~~ the extent the ~~Trading Manager~~ Managing Owner believes doing so is necessary for the protection of the ~~Trading Company~~Fund in extraordinary circumstances, (viii) to terminate the futures interest trading of the ~~Trading Company~~ Account (as defined in Section 4) with the Trading Advisor, or (viiv) to comply with any applicable law or regulation. The ~~Trading Manager~~ Managing Owner agrees not to override any such instructions for the reasons specified in clauses (~~ii) or~~ i), (iii), and (iv) of the preceding sentence unless the Trading Advisor fails to comply with a request of the ~~Trading Manager to make the necessary amount of funds available to the Trading Company~~ Managing Owner within ~~two~~ one trading ~~days~~ day of such request. The Trading Advisor shall not be liable for the consequences of any decision by the ~~Trading Manager~~ Managing Owner to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the ~~Trading Manager~~Managing Owner’s decision to override an instruction. Notwithstanding anything to the contrary contained in this Agreement, the Fund shall have the right to instruct the Trading Advisor to liquidate any or all positions at any time. (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the ~~Trading Company~~ Fund in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor ~~as disclosed~~ described in the Disclosure ~~Information~~Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts ~~(including both actual and notional funds)~~ the size of the ~~Trading Company~~Fund. (ii) Provide the ~~Trading Manager~~Managing Owner, within 45 days of the end of a each calendar ~~quarter~~month end, and within 45 days of a separate request which the ~~Trading Manager~~ Managing Owner may make from time to time, with ~~summary~~ information comparing the performance of the ~~Trading Company~~Fund’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the ~~Trading Company adjusted for notional funding and leverage differences, if any,~~ Fund over a specified period of time for the purpose of confirming that the ~~Trading Company~~ Fund has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ ~~identities and their account positions~~identities. The Trading Advisor shall, upon the ~~Trading Manager~~Managing Owner’s request, consult with the ~~Trading Manager~~ Managing Owner concerning any discrepancies between the performance of such Other Accounts and the ~~Trading Company~~Fund’s account. The Trading Advisor shall promptly inform the ~~Trading Manager~~ Managing Owner in writing of any material discrepancies of which the Trading Advisor is aware. The ~~Trading Manager~~ Managing Owner acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the ~~Trading Manager~~ Managing Owner as soon as practicable when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position ~~limits~~limits for whatever reason. (iv) Upon request of the ~~Trading Manager~~Managing Owner, promptly provide the ~~Trading Manager~~ Managing Owner with all information concerning the Trading Advisor and its activities reasonably requested by the ~~Trading Manager~~ Managing Owner (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). Additionally, the Trading Advisor agrees to furnish X.X. X’Xxxxx & Associates, LLC (“RJOB”) by telephone, facsimile or electronic data transmission a final report of all trades at the end of each business day. The Trading Advisor further acknowledges and agrees that the timely provision of all such information is of the essence in order to enable the Fund, its designated entities, and RJOB to monitor and comply with mandatory risk control algorithms imposed upon the operation of the Fund. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the ~~Trading Company~~ Fund and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Trading Company. (d) Subject to Section 7(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Trading Company’s account including payment to the Commodity Brokers (as described in Section 4 hereof) 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 Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the Commodity Brokers. The Trading Advisor shall have an affirmative obligation to promptly notify the Trading Manager upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the Trading Manager of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Trading Company. Nothing herein shall require the Trading Advisor to accept responsibility for, or be in any way liable on account of, errors caused by the executing or clearing brokers through whom positions are taken or maintainedFund. (e) Prior to the commencement of trading by the ~~Trading Company~~Fund, the ~~Trading Manager~~Managing Owner, on behalf of the ~~Trading Company~~Fund, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the ~~Trading Company~~Fund’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the ~~Trading Company~~Fund, the Trading Advisor shall utilize its ~~Global Markets Strategy - Futures Only~~ trading program (the “Trading Program”), as ~~disclosed~~ described in the Disclosure ~~Information~~Document, and as modified from time to time. The Trading Advisor shall give the ~~Trading Manager~~ Managing Owner prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the ~~Trading Company~~ Fund without the ~~Trading Manager~~Managing Owner’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.

Appears in 1 contract

Samples: Advisory Agreement (Rjo Global Trust)

Common use of Duties of the Trading Advisor Clause in Contracts