Duties of the Trading Advisor. (a) The Trading Advisor hereby agrees to act as a Trading Advisor for the Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of its allocable share of the Net Assets of the Partnership on the terms and conditions and in accordance with the prohibitions and trading policies set forth in this Agreement, or the Prospectus or as otherwise provided in writing to the Trading Advisor; provided, however, that the General Partner may override the instructions of the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership and with applicable speculative position limits, (ii) to fund any distributions, redemptions, or reapportionments among other trading advisors to the Partnership, (iii) to pay the Partnership's expenses, (iv) to the extent the General Partner believes doing so is necessary for the protection of the Partnership, (v) to terminate the futures interests trading of the Partnership, or (vi) to comply with any applicable law or regulation. The 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 General Partner to make the necessary amount of funds available to the Partnership within five calendar days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the General Partner to override instructions of the Trading Advisor, except to the extent that the Trading Advisor is in breach of this 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 traded shall not be deemed an alteration in the Trading Advisor's trading program(s). (b) The Trading Advisor shall:
Appears in 1 contract
Samples: Customer Agreement (Witter Dean Spectrum Strategic Lp)
Duties of the Trading Advisor. (a) The Upon the commencement of trading operations on or about December 1, 2007 by the Trading Advisor on behalf of the Partnership, the Trading Advisor hereby agrees to act as a Trading Advisor for the Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of its allocable share allocated portion of the Net Assets of the Partnership which initially shall be traded pursuant to its Strategic Currency Program as described in the Prospectus (with the acknowledgment from the parties hereto, that from time to time, the performance and portfolio of the account traded on behalf of the Partnership may differ from that of the Strategic Currency Program as agreed to by the General Partner and the Trading Advisor), and may be subsequently traded pursuant to such other of the Trading Advisor's programs described in the Prospectus as agreed to by the General Partner and 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 and for trades that are permitted for the Partnership), (collectively, the "Trading Program") on the terms and conditions and in accordance with the prohibitions and trading policies set forth in this AgreementExhibit A hereto, or the Prospectus or Prospectus, the Limited Partnership Agreement and as otherwise provided in writing to the Trading Advisor; provided, however, that the 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 Advisor, and with applicable speculative position limits, (ii) to fund any distributions, redemptions, redemptions or reapportionments among other trading advisors advisors, if any, to the Partnership, (iii) to pay the Partnership's expenses, (iv) to the extent the General Partner believes doing so is necessary for the protection of the Partnership, (v) to terminate the futures interests trading of the Partnership, or (vi) to comply with any applicable law or regulation. The 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 General Partner to make the necessary amount of funds available to the Partnership within five calendar two 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 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 is in breach of this Agreementor the Trading Advisor fails to comply with the General Partner's decision to override an instruction. In performing services to for the Partnership Partnership, the Trading Advisor may not materially alter the trading program(s) used by or change the Trading Advisor in investing and reinvesting its allocable share of the Partnership's Net Assets in futures interests as described in the Prospectus 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 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 Advisor's trading program(s)Program.
(b) The Trading Advisor shall:
(i) Exercise good faith and due care in trading futures interests for the account of the Partnership in accordance with the prohibitions and trading policies of the Partnership described in Exhibit A hereto, the Prospectus, the Limited Partnership Agreement and as otherwise provided in writing to the Trading Advisor. The Trading Advisor shall trade its allocated portion of the Partnership's Net Assets pursuant to the Trading Program.
(ii) 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 calendar quarter, and within 45 days of a separate request which the General Partner may make from time to time, with information comparing the performance of the Partnership's account and the performance of all other client accounts ("Other Accounts") directed by the Trading Advisor using the Trading Program over a specified period of 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. The Trading Advisor shall, upon the General Partner's request, consult with the General Partner concerning any discrepancies between the performance of such Other Accounts and the Partnership's account. The Trading Advisor shall promptly inform the General Partner of any material discrepancies of which the Trading Advisor is aware. The General Partner acknowledges that the following differences in accounts may cause divergent results: different trading programs, strategies, implementation methods, degrees of leverage, or different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts that commence trading at different times and accounts that have different portfolios or different fiscal years.
(iii) 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.
(iv) 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 information concerning the Trading Advisor and its activities reasonably requested by the 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 Partnership 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 within the meaning of the Securities Act. All brokerage fees, including give-up fees at rates approved by MS&Co. arising from trading by the Trading Advisor shall be for the account of the Partnership. The Trading Advisor makes no representations as to whether its trading will produce profits or avoid losses.
(d) Subject to Section 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 Partnership's account, including, but not limited to, payment to the commodity brokers, as provided in Section 5 hereof, of the commissions, exchange and NFA fees, and other transaction charges and give-up charges incurred by the commodity brokers 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, 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 notify the 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 General Partner of any order or trade that the Trading Advisor reasonably believes was not executed in accordance with its instructions to the commodity brokers.
(e) Prior to the commencement of trading by the Trading Advisor, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization in the form attached as Exhibit C hereto, appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose.
Appears in 1 contract
Samples: Management Agreement (Morgan Stanley Spectrum Currency Lp)
Duties of the Trading Advisor. (a) The Trading Advisor hereby agrees to act as a Trading Advisor the trading advisor for the Partnership and, as such, shall have sole authority and responsibility for directing advising the investment and reinvestment of its allocable share of the Net Assets assets of the Partnership in futures interests on the terms and conditions and in accordance with the prohibitions restrictions and trading policies set forth in this Agreement, or the Prospectus or Partnership's Limited Partnership Agreement as otherwise provided from time to time in writing to effect (the Trading Advisor"Limited Partnership Agreement"), and the Prospectus; provided, however, that the General Partner may override the instructions of the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership and with applicable speculative position limitsdescribed in the Limited Partnership Agreement, (ii) to fund any distributions, distributions or redemptions, or reapportionments among other trading advisors to the Partnership, (iii) to pay the Partnership's expenses, (iv) to the extent the General Partner believes doing so is necessary for the protection of the Partnership, (v) to terminate the futures interests trading of the Partnership, or (vi) to comply with any applicable law or regulation. The 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 General Partner to make the necessary amount of funds available to the Partnership within five calendar days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the General Partner to override instructions of the Trading Advisor, except to the extent that the Trading Advisor is in breach of this 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 traded shall not be deemed an alteration in the Trading Advisor's trading program(s).
(b) The Trading Advisor shall:shall exercise its best judgment in determining the trades in futures interests for the account of the Partnership in accordance with the restrictions and trading policies of the Partnership and the Trading Advisor's trading strategy as in effect on the date hereof, with such changes and additions to such trading strategy as the Trading Advisor, from time to time, incorporates into its trading approach for accounts the size of the Partnership.
(c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Partnership and not for the account, or at the risk, of the Trading Advisor or any of its stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees and commissions arising from trading by the Trading Advisor shall be for the account of the Partnership.
(d) Notwithstanding any provision of 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 Partnership's account. The Trading Advisor's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to any commodity broker for the 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 notify the General Partner of its own errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the 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 for the Partnership.
(e) The General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization in the form annexed hereto as Exhibit A appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose.
Appears in 1 contract
Samples: Management Agreement (Morgan Stanley Tangible Asset Fund L P)
Duties of the Trading Advisor. (a) The Trading Advisor hereby agrees to act as a Trading Advisor the trading advisor for the Partnership and, as such, shall have sole authority and responsibility for directing advising the investment and reinvestment of its allocable share of the Net Assets assets of the Partnership in futures interests on the terms and conditions and in accordance with the prohibitions restrictions and trading policies set forth in this Agreement, or the Prospectus or Partnership's Limited Partnership Agreement as otherwise provided from time to time in writing to effect (the Trading Advisor"Limited Partnership Agreement"), and the Prospectus; provided, however, that the General Partner may override the instructions of the Trading Advisor to the extent necessary necessary
(i) to comply with the trading policies of the Partnership and with applicable speculative position limitsdescribed in the Limited Partnership Agreement, (ii) to fund any distributions, distributions or redemptions, or reapportionments among other trading advisors to the Partnership, (iii) to pay the Partnership's expenses, (iv) to the extent the General Partner believes doing so is necessary for the protection of the Partnership, (v) to terminate the futures interests trading of the Partnership, or (vi) to comply with any applicable law or regulation. The 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 General Partner to make the necessary amount of funds available to the Partnership within five calendar days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the General Partner to override instructions of the Trading Advisor, except to the extent that the Trading Advisor is in breach of this 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 traded shall not be deemed an alteration in the Trading Advisor's trading program(s).
(b) The Trading Advisor shall:shall exercise its best judgment in determining the trades in futures interests for the account of the Partnership in accordance with the restrictions and trading policies of the Partnership and the Trading Advisor's trading strategy as in effect on the date hereof, with such changes and additions to such trading strategy as the Trading Advisor, from time to time, incorporates into its trading approach for accounts the size of the Partnership.
(c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Partnership and not for the account, or at the risk, of the Trading Advisor or any of its stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees and commissions arising from trading by the Trading Advisor shall be for the account of the Partnership.
(d) Notwithstanding any provision of 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 Partnership's account. The Trading Advisor's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to any commodity broker for the 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 notify the General Partner of its own errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the 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 for the Partnership.
(e) The General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization in the form annexed hereto as Exhibit A appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose.
Appears in 1 contract
Samples: Management Agreement (Witter Dean Spectrum Strategic Lp)
Duties of the Trading Advisor. (a) The Trading Advisor hereby agrees to act as a Trading Advisor for the Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of its allocable share of the Net Assets of the Partnership which shall initially be traded pursuant to its Developed Markets Currency Program as described in the Prospectus, and may be subsequently traded pursuant to such other of the Trading Advisor's trading programs described in the Prospectus as the General Partner may instruct (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 "Trading Program") on the terms and conditions and in accordance with the prohibitions and trading policies set forth in this AgreementExhibit A hereto, or the Prospectus or Prospectus, and as otherwise provided in writing to the Trading Advisor; provided, however, that the General Partner may override the instructions of the Trading Advisor to the extent necessary (i) to comply with the 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, redemptions, redemptions or reapportionments reappointments among other trading advisors to the Partnership, (iii) to pay the Partnership's expenses, (iv) to the extent the General Partner believes doing so is necessary for the protection of the Partnership, (v) to terminate the futures interests trading of the Partnership, or (vi) to comply with any applicable law or regulation. The 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 General Partner to make the necessary amount of funds available to the Partnership within 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 General Partner to override instructions of the Trading Advisor, except to the extent that the Trading Advisor is in breach of this Agreement. In performing services to for the Partnership Partnership, the Trading Advisor may not materially alter the trading program(s) used by or change the Trading Advisor in investing and reinvesting its allocable share of the Partnership's Net Assets in futures interests as described in the Prospectus Program 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's trading program(s)Program.
(b) The Trading Advisor shall:
(i) Exercise good faith and due care in trading futures interests for the account of the Partnership in accordance with the prohibitions and trading policies of the Partnership described in Exhibit A hereto, the Prospectus and as otherwise provided in writing to the Trading Advisor. The Trading Advisor shall trade its allocated portion of the Partnership's Net Assets pursuant to the Trading Program.
(ii) Subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner, within 30 calendar days of a request therefor by the General Partner, with information comparing the performance of the Partnership's account and the performance of all other client accounts directed by the Trading Advisor using the Trading Program over a specified period of 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. The Trading Advisor shall, upon the General Partner's request, consult with the General Partner concerning any discrepancies between the performance of such other accounts and the Partnership's account. The Trading Advisor shall promptly inform the General Partner of any material discrepancies of which the Trading Advisor becomes aware. The General Partner acknowledges that different trading programs, strategies or implementation methods may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, accounts that commence trading at different times, accounts which have different portfolios or different fiscal years and that such differences may cause divergent trading results.
(iii) Upon 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, 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.
(v) In performing services to the Partnership, the Trading Advisor shall utilize the Trading Program. 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 (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.
(c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Partnership and not for the account, or at the risk, of the Trading Advisor or any of its stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor within the meaning of the Securities Act. All brokerage fee, including give-up fees at rates approved by Morgan Stanley DW arising from trading by the Trading Advisor shall xx xxr xxx xxxxxnt of the Partnership. The Trading Advisor makes no representations as to whether its trading will produce profits or avoid losses.
(d) Notwithstanding anything in 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 Partnership's account, including, but not limited to, payment of the commissions, exchange and NFA fees, and other transaction charges and give-up charges incurred on such trades. The Trading Advisor'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 Morgan Stanley DW, Morgan Stanley & Co., Incorporated ("MS&Co.") or any other floor broker or futures commission merchant executing trades. The Trading Advisor shall have an affirmative obligation to promptly notify the General Partner of its own errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the General Partner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions.
(e) Prior to the commencement of trading, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization in the form attached hereto as Exhibit C hereto, appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose.
Appears in 1 contract
Samples: Management Agreement (Morgan Stanley Spectrum Strategic Lp)
Duties of the Trading Advisor. (a) The Trading Advisor hereby agrees to act as a Trading Advisor for the Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of its allocable share of the Net Assets of the Partnership which shall initially be traded pursuant to its Developed Markets Currency Program as described in the Prospectus, and may be subsequently traded pursuant to such other of the Trading Advisor’s trading programs described in the Prospectus as the General Partner may instruct (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 “Trading Program”) on the terms and conditions and in accordance with the prohibitions and trading policies set forth in this AgreementExhibit A hereto, or the Prospectus or Prospectus, and as otherwise provided in writing to the Trading Advisor; provided, however, that the General Partner may override the instructions of the Trading Advisor to the extent necessary (i) to comply with the 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, redemptions, redemptions or reapportionments reappointments among other trading advisors to the Partnership, (iii) to pay the Partnership's ’s expenses, (iv) to the extent the General Partner believes doing so is necessary for the protection of the Partnership, (v) to terminate the futures interests trading of the Partnership, or (vi) to comply with any applicable law or regulation. The 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 General Partner to make the necessary amount of funds available to the Partnership within 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 General Partner to override instructions of the Trading Advisor, except to the extent that the Trading Advisor is in breach of this Agreement. In performing services to for the Partnership Partnership, the Trading Advisor may not materially alter the trading program(s) used by or change the Trading Advisor in investing and reinvesting its allocable share of the Partnership's Net Assets in futures interests as described in the Prospectus Program 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's trading program(s)Program.
(b) The Trading Advisor shall:
(i) Exercise good faith and due care in trading futures interests for the account of the Partnership in accordance with the prohibitions and trading policies of the Partnership described in Exhibit A hereto, the Prospectus and as otherwise provided in writing to the Trading Advisor. The Trading Advisor shall trade its allocated portion of the Partnership’s Net Assets pursuant to the Trading Program.
(ii) Subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner, within 30 calendar days of a request therefor by the General Partner, with information comparing the performance of the Partnership’s account and the performance of all other client accounts directed by the Trading Advisor using the Trading Program over a specified period of 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. The Trading Advisor shall, upon the General Partner’s request, consult with the General Partner concerning any discrepancies between the performance of such other accounts and the Partnership’s account. The Trading Advisor shall promptly inform the General Partner of any material discrepancies of which the Trading Advisor becomes aware. The General Partner acknowledges that different trading programs, strategies or implementation methods may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, accounts that commence trading at different times, accounts which have different portfolios or different fiscal years and that such differences may cause divergent trading results.
(iii) Upon 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, 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.
(v) In performing services to the Partnership, the Trading Advisor shall utilize the Trading Program. 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 (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.
(c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Partnership and not for the account, or at the risk, of the Trading Advisor or any of its stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor within the meaning of the Securities Act. All brokerage fee, including give-up fees at rates approved by Xxxxxx Xxxxxxx XX arising from trading by the Trading Advisor shall be for the account of the Partnership. The Trading Advisor makes no representations as to whether its trading will produce profits or avoid losses.
(d) Notwithstanding anything in 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 Partnership’s account, including, but not limited to, payment of the commissions, exchange and NFA fees, and other transaction charges and give-up charges incurred on such trades. The Trading Advisor’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 Xxxxxx Xxxxxxx XX, Xxxxxx Xxxxxxx & Co., Incorporated (“MS&Co.”) or any other floor broker or futures commission merchant executing trades. The Trading Advisor shall have an affirmative obligation to promptly notify the General Partner of its own errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the General Partner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions.
(e) Prior to the commencement of trading, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization in the form attached hereto as Exhibit C hereto, appointing the Trading Advisor the Partnership’s attorney-in-fact for such purpose.
Appears in 1 contract
Samples: Management Agreement (Morgan Stanley Spectrum Strategic Lp)
Duties of the Trading Advisor. (a) The Upon the commencement of trading operations on or about December 1, 2007 by the Trading Advisor on behalf of the Partnership, the Trading Advisor hereby agrees to act as a Trading Advisor for the Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of its allocable share allocated portion of the Net Assets of the Partnership which initially shall be traded pursuant to its Global Currency Program as described in the Prospectus, and may be subsequently traded pursuant to such other of the Trading Advisor's programs described in the Prospectus as agreed to by the General Partner and 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's), (collectively, the "Trading Program") on the terms and conditions and in accordance with the prohibitions and trading policies set forth in this AgreementExhibit A hereto, or the Prospectus or Prospectus, the Limited Partnership Agreement and as otherwise provided in writing to the Trading Advisor; provided, however, that the General Partner may override the instructions of 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 Advisor, and with applicable speculative position limits, (ii) to fund any distributions, redemptions, redemptions or reapportionments among other trading advisors advisors, if any, to the Partnership, (iii) to pay the Partnership's expenses, (iv) to the extent the General Partner believes doing so is necessary for the protection of the Partnership, (v) to terminate the futures interests trading of the Partnership, or (vi) to comply with any applicable law or regulation. The 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 General Partner to make the necessary amount of funds available to the Partnership within 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 General Partner to override instructions of the Trading Advisor, except to the extent that the Trading Advisor is in breach of this Agreement. In performing services to for the Partnership Partnership, the Trading Advisor may not materially alter the trading program(s) used by or change the Trading Advisor in investing and reinvesting its allocable share of the Partnership's Net Assets in futures interests as described in the Prospectus 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 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 Advisor's trading program(s)Program.
(b) The Trading Advisor shall:
(i) Exercise good faith and due care in trading futures interests for the account of the Partnership in accordance with the prohibitions and trading policies of the Partnership described in Exhibit A hereto, the Prospectus, the Limited Partnership Agreement and as otherwise provided in writing to the Trading Advisor. The Trading Advisor shall trade its allocated portion of the Partnership's Net Assets pursuant to the Trading Program.
(ii) Subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner, within 30 calendar days of a request therefor by the General Partner, with information comparing the performance of the Partnership's account and the performance of all other client accounts directed by the Trading Advisor using the Trading Program over a specified period of 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. The Trading Advisor shall, upon the General Partner's request, consult with the General Partner concerning any discrepancies between the performance of such other accounts and the Partnership's account. The Trading Advisor shall promptly inform the General Partner of any material discrepancies of which the Trading Advisor becomes aware. The General Partner acknowledges that different trading programs, strategies or implementation methods may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, accounts that commence trading at different times and accounts that have different portfolios or different fiscal years and that such differences may cause divergent trading results.
(iii) Upon the request of the General Partner and subject to commercially reasonable best efforts assurances of confidentiality by the General Partner and the Partnership, provide the General Partner, within 10 calendar days of such request, 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, 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.
(v) In performing services to the Partnership, the Trading Advisor shall utilize the Trading Program. The Trading Advisor shall give the General Partner prior written notice of any alteration or change in the Trading Program that the Trading Advisor deems to be material (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.
(c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Partnership and not for the account, or at the risk, of the Trading Advisor or any of its stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees, including give-up fees at rates approved by MS&Co. arising from trading by the Trading Advisor shall be for the account of the Partnership. The Trading Advisor makes no representations as to whether its trading will produce profits or avoid losses.
(d) Notwithstanding anything in 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 Partnership's account, including, but not limited to, payment of the commissions, exchange and NFA fees, and other transaction charges and give-up charges incurred on such trades. The Trading Advisor'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 MS&Co. or any other floor broker or futures commission merchant executing trades. The Trading Advisor shall have an affirmative obligation promptly to notify the General Partner of its own errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the General Partner of any order or trade that the Trading Advisor reasonably believes was not executed in accordance with its instructions.
(e) Prior to the commencement of trading by the Trading Advisor, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization in the form attached hereto as Exhibit C hereto, appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose.
Appears in 1 contract
Samples: Management Agreement (Morgan Stanley Spectrum Currency Lp)
Duties of the Trading Advisor. (a) The Trading Advisor hereby agrees to act as a Trading Advisor for the Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of its allocable share of the Net Assets of the Partnership on the terms and conditions and in accordance with the prohibitions and trading policies set forth in this AgreementExhibit A hereto, or the Prospectus Prospectus, or as otherwise provided in writing and consented to by the Trading Advisor; provided, however, that the General Partner may override the instructions of the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership and with applicable speculative position limits, (ii) to fund any distributions, redemptions, or reapportionments among other trading advisors to the Partnership, (iii) to pay the Partnership's expenses, (iv) to the extent the General Partner believes doing so is necessary for the protection of the Partnership, (v) to terminate the futures interests trading of the Partnership, or (vi) to comply with any applicable law or regulation. The 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 General Partner to make the necessary amount of funds available to the Partnership within five calendar two business days of such request. The Trading Advisor shall not be liable for the consequences of any decision by the General Partner to override instructions of the Trading Advisor, except to the extent that the Trading Advisor is in breach of this 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'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 Partnership in accordance with the prohibitions and trading policies of the Partnership described in Exhibit A hereto, the Prospectus, and as otherwise provided in writing and consented to by the Trading Advisor and the trading programs, systems, methods, and strategies of the Trading Advisor described in the 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 programs for accounts the size of the Partnership.
(ii) Subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner, within thirty days of a reasonable request therefor by the General Partner, with information comparing the performance of the Partnership's account and the performance of all other client accounts directed by the Trading Advisor using the trading programs used by the Trading Advisor for the Partnership over a specified period of 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. The Trading Advisor shall, upon the General Partner's reasonable request, consult with the General Partner concerning any discrepancies between the performance of such other accounts and the Partnership's account. The
10.01 3 Trading Advisor shall promptly inform the General Partner of any material discrepancies of which the Trading Advisor is aware. The General Partner acknowledges that different trading programs, strategies or implementation methods may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, accounts that commence trading at different times, accounts that have different portfolios or different fiscal years and that such differences may cause divergent trading results.
(iii) Upon the reasonable 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, 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 Partnership and not for the account, or at the risk, of the Trading Advisor or any of its partners, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees arising from trading by the Trading Advisor shall be for the account of the Partnership. The Trading Advisor makes no representations as to whether its trading will produce profits or avoid losses.
(d) Notwithstanding anything in 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 Partnership's account, including payment to DWR of the floor brokerage commissions, exchange and NFA fees, and other transaction charges and give-up charges incurred by DWR on such trades but only for the amount of DWR's 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 for execution. However, the 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 notify the General Partner of its own errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the General Partner of any order or trade that the Trading Advisor reasonably believes was not executed in accordance with its instructions.
(e) Prior to the commencement of trading, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose. Exh. 10.01-4
Appears in 1 contract
Samples: Management Agreement (Morgan Stanley Dean Witter Spectrum Select Lp)
