Duties of the Trading Advisor. 5.1 The Trading Advisor will trade the Account at the Trading Level in accordance with the Trading Strategy and subject to the Trading Restrictions. The Trading Advisor shall have complete discretion over the Account and as the agent of the Master Fund to trade in Instruments and otherwise act as the Trading Advisor judges appropriate. In fulfilling its duties hereunder, the Trading Advisor shall comply with (A) all governmental, regulatory and self-regulatory organization laws, rules and regulations applicable to the Trading Advisor, including, if applicable, the Commodity Exchange Act, as amended (the “CE Act”), and the rules and regulations promulgated by the CFTC thereunder; and (B) applicable rules and regulations of any relevant market or exchange in which it trades the Account. 5.2 The Master Fund and the Manager acknowledge and agree that the Trading Advisor shall not be responsible for the (A) management of any cash, (B) financial leverage arrangements and/or any structured transactions linked to the Account, or (C) currency hedging by or on behalf of the Master Fund. 5.3 Save as set out in the Trading Restrictions, the Master Fund and the Manager each confirm that the Master Fund’s and the Feeder Fund’s investment objectives do not include: (A) any limits or restrictions on the length of time for which it wishes to hold any particular Investment; (B) any preferences regarding risk taking; (C) any particular risk profile; or (D) any particular purpose for its investment activities. 5.4 The Trading Restrictions shall not be deemed to have been breached as a result of any appreciation or depreciation in value caused by a price move or, where any Instrument is held in a currency other than US dollars, an adverse change in exchange rates. If any such Trading Restrictions are exceeded as a result of such events as described in the immediately preceding sentence or are otherwise breached (the “Trading Restriction Breach”), the Trading Advisor shall: (A) so notify the Master Fund and the Manager as soon as practicable as to the Trading Restriction Breach; (B) consult with the Master Fund and the Manager as to the steps to be taken to remedy the Trading Restriction Breach; and (C) take such action as deemed necessary to remedy the Trading Restriction Breach, including, but not limited to, acquiring or disposing of, as the case may be, Instruments in the Account which resulted in the Trading Restriction Breach, or would result in any Trading Restrictions being further exceeded or breached, at the date of acquisition or disposal. 5.5 The Master Fund or the Manager on behalf of the Master Fund shall be responsible for the selection and appointment of all counterparties in respect of the Master Fund including but not limited to the Master Fund’s Clearing Broker, Administrator and custodian, as applicable, except that the Trading Advisor is authorized to select Executing Brokers on behalf of the Master Fund as provided in Clause 6. 5.6 The Trading Advisor is authorised to give the Clearing Broker any instructions on behalf of the Master Fund which may be necessary or desirable for the proper performance of the Trading Advisor’s duties under this Agreement and the Master Fund and Manager agree to confirm such authority to the Clearing Broker. 5.7 The Trading Advisor shall provide the Master Fund and the Administrator (or another agent as may be designated by the Master Fund or the Manager), with a daily trade file listing the trades executed by the Trading Advisor on behalf of the Account by no later than 11:00 p.m. (London time) of each Business Day. The Master Fund and the Manager agree that the Master Fund’s counterparties shall be responsible for all other record keeping and reporting in respect of the Account and the Master Fund. For the avoidance of doubt, the Master Fund and the Manager agree that the Manager shall be solely responsible for maintaining the official books and records of the Account; and that the Trading Advisor shall be required to maintain only internal trading records in respect of the Accounts sufficient to provide the Master Fund with a daily trade file as described in this Clause 5.7. 5.8 The Trading Advisor acknowledges its obligation to review the trading activity and positions in the Account daily and within two (2) Business Days to notify, in writing, the Master Fund and the Manager of (A) any material trading error committed by the Trading Advisor; and (B) any trade which the Trading Advisor believes was not executed in accordance with its instructions, and shall use reasonable efforts to cause the trading error or discrepancy to be corrected. The Trading Advisor shall inform the Master Fund’s Administrator and the Manager or their designated agents of any discrepancy noted with respect to any transaction. 5.9 The Trading Advisor shall (A) upon the reasonable request of the Master Fund or the Manager, permit the Master Fund or the Manager and/or their employees and agents to inspect at the premises of the Trading Advisor any books, records or other documents containing information relating to the Account that are kept at the premises of the Trading Advisor or are otherwise under its control upon reasonable notice and during normal working hours insofar as they relate to the Account (or extracts thereof relating to the Account), so as to enable the Master Fund or the Manager to adequately monitor the activities of the Trading Advisor in relation to this Agreement, provided that (i) such review shall not adversely affect other clients of the Trading Advisor or the Trading Advisor’s business; and (ii) during such review the Master Fund or the Manager shall comply with the Trading Advisor’s policies and procedures with respect to confidentiality of data; and (B) cause appropriate personnel to be available during normal business hours on any Business Day to respond to reasonable inquiries from the Master Fund and the Manager, or their designated agent, with respect to the Account. 5.10 The Trading Advisor shall provide the Manager on a timely basis with the following reports that are issued to all or substantially all investors of the Xxxxxx Futures Fund Limited: (A) weekly performance estimate, (B) fortnightly VaR report (with a two week lag), and (C) monthly investment report. 5.11 The Trading Advisor shall not be required to: (A) exercise any voting rights pertaining to the Instruments held by the Account; or (B) take any action or render any advice with respect to legal proceedings, including bankruptcies or class actions, involving Instruments held or previously held by the Master Fund or the issuers of those Instruments.
Appears in 2 contracts
Samples: Trading Advisory Agreement, Trading Advisory Agreement (Cavendish Futures Fund LLC)
Duties of the Trading Advisor. 5.1 The Trading Advisor will trade (a) Upon the Account at the Trading Level in accordance with the Trading Strategy and subject to the Trading Restrictions. The Trading Advisor shall have complete discretion over the Account and as the agent commencement of the Master Fund to trade in Instruments and otherwise act as trading operations on or about November 1, 2008 by the Trading Advisor judges appropriate. In fulfilling its duties hereunderwith respect to a portion of the assets of the Fund, the Trading Advisor hereby agrees to act as a Trading Advisor for the Fund and, as such, shall comply with (A) all governmental, regulatory have authority and self-regulatory organization laws, rules responsibility for directing the investment and regulations applicable reinvestment of that portion of the Fund’s assets allocated to the Trading Advisor, includingwhich shall consist of the Allocated Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if applicableany, allocated to the Commodity Exchange ActTrading Advisor, as amended specified in writing by the Managing Owner and consented to by the Trading Advisor (the “CE ActAssets”), on the terms and conditions and in accordance with the prohibitions and the rules trading policies set forth in Exhibit A to this Agreement as amended from time to time and regulations promulgated by the CFTC thereunder; and (B) applicable rules and regulations of any relevant market or exchange provided in which it trades the Account.
5.2 The Master Fund and the Manager acknowledge and agree that writing to the Trading Advisor shall not be responsible for by the (A) management of any cash, (B) financial leverage arrangements and/or any structured transactions linked to the Account, or (C) currency hedging by or on behalf of the Master Fund.
5.3 Save as set out in the Trading Restrictions, the Master Fund and the Manager each confirm that the Master Fund’s and the Feeder Fund’s investment objectives do not include:
(A) any limits or restrictions on the length of time for which it wishes to hold any particular Investment;
(B) any preferences regarding risk taking;
(C) any particular risk profile; or
(D) any particular purpose for its investment activities.
5.4 The Trading Restrictions shall not be deemed to have been breached as a result of any appreciation or depreciation in value caused by a price move or, where any Instrument is held in a currency other than US dollars, an adverse change in exchange rates. If any such Trading Restrictions are exceeded as a result of such events as described in the immediately preceding sentence or are otherwise breached Managing Owner (the “Trading Restriction BreachPolicies”), the ; provided,
(b) The Trading Advisor shall:
(Ai) so notify Exercise good faith and due care in trading futures interests for the Master account of the Fund in accordance with the prohibitions and Trading Policies, and the Manager as soon as practicable as to the Trading Restriction Breach;
(B) consult with the Master Fund trading systems, methods, and the Manager as to the steps to be taken to remedy the Trading Restriction Breach; and
(C) take such action as deemed necessary to remedy the Trading Restriction Breach, including, but not limited to, acquiring or disposing of, as the case may be, Instruments in the Account which resulted in the Trading Restriction Breach, or would result in any Trading Restrictions being further exceeded or breached, at the date strategies of acquisition or disposal.
5.5 The Master Fund or the Manager on behalf of the Master Fund shall be responsible for the selection and appointment of all counterparties in respect of the Master Fund including but not limited to the Master Fund’s Clearing Broker, Administrator and custodian, as applicable, except that the Trading Advisor is authorized described in the Disclosure Information, with such changes and additions to select Executing Brokers on behalf such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts the size of the Master Fund as provided in Clause 6Fund.
5.6 The Trading Advisor is authorised to give (ii) Provide the Clearing Broker any instructions on behalf Managing Owner, within 45 days of the Master Fund end of a calendar quarter, and within 45 days of a separate request which the Managing Owner may be necessary or desirable for make from time to time, with information comparing the proper performance of the Trading AdvisorFund’s duties under this Agreement account and the Master Fund and Manager agree to confirm such authority to performance of all other client accounts (“Other Accounts”) directed by the Clearing Broker.
5.7 The Trading Advisor shall provide using the Master Fund and the Administrator (or another agent as may be designated by the Master Fund or the Manager), with a daily trade file listing the trades executed trading systems used by the Trading Advisor on behalf of the Account Fund over a specified period of time for the purpose of confirming that the 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. The Trading Advisor shall, upon the Managing Owner’s request, consult with the Managing Owner concerning any discrepancies between the performance of such Other Accounts and the Fund’s account. The Trading Advisor shall promptly inform the Managing Owner in writing of any material discrepancies of which the Trading Advisor is aware. The 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 Managing Owner when the Trading Advisor’s open positions maintained by no later than 11:00 p.m. the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits.
(London timeiv) Upon request of the Managing Owner, promptly provide the Managing Owner with all information concerning the Trading Advisor and its activities reasonably requested by the 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 Daybusiness 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 Master 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 Fund and not for the Manager agree that account, or at the Master Fund’s counterparties shall be responsible for all other record keeping and reporting in respect risk of the Account 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 the Master Fund. For the avoidance of doubt, the Master Fund and the Manager agree that the Manager shall be solely responsible for maintaining the official books and records of the Account; and that related transaction fees arising from such trading by the Trading Advisor shall be required to maintain only internal trading records in respect for the account of the Accounts sufficient to provide the Master Fund with a daily trade file as described in this Clause 5.7Fund.
5.8 (d) Subject to Section 8(a) hereof, *. The Trading Advisor acknowledges its shall have an affirmative obligation to review promptly notify the trading activity and positions in Managing Owner upon discovery of its own errors with respect to the Account daily and within two (2) Business Days to notifyaccount, in writing, the Master Fund and the Manager Trading Advisor shall use its best efforts to identify and promptly notify the Managing Owner of (A) any material trading error committed by the Trading Advisor; and (B) any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructionsinstructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Fund.
(e) Prior to the commencement of trading by the Fund, the Managing Owner, on behalf of the Fund, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Fund’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B).
(f) In performing services to the Fund, the Trading Advisor shall utilize its Peninsula Tactical Macro (the “Trading Program”), as described in the Disclosure Information and shall use reasonable efforts as modified from time to cause the trading error or discrepancy to be correctedtime. The Trading Advisor shall inform give the Master Fund’s Administrator and the Manager or their designated agents Managing Owner prior written notice of any discrepancy noted with respect to any transaction.
5.9 The change in the Trading Program that the Trading Advisor shall
considers to be material (A) upon the reasonable request and shall not effect such change on behalf of the Master Fund or without the ManagerManaging Owner’s consent), permit including any additional futures interests to be traded by the Master Fund or Trading Advisor not already listed on Exhibit C. Changes in the Manager and/or their employees and agents to inspect at the premises futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Advisor any books, records or other documents containing information relating to the Account that are kept at the premises of the Trading Advisor or are otherwise under its control upon reasonable notice Program. ----------------------- * Confidential material redacted and during normal working hours insofar as they relate to the Account (or extracts thereof relating to the Account), so as to enable the Master Fund or the Manager to adequately monitor the activities of the Trading Advisor in relation to this Agreement, provided that (i) such review shall not adversely affect other clients of the Trading Advisor or the Trading Advisor’s business; and (ii) during such review the Master Fund or the Manager shall comply filed separately with the Trading Advisor’s policies and procedures with respect to confidentiality of data; and
(B) cause appropriate personnel to be available during normal business hours on any Business Day to respond to reasonable inquiries from the Master Fund and the Manager, or their designated agent, with respect to the AccountCommission.
5.10 The Trading Advisor shall provide the Manager on a timely basis with the following reports that are issued to all or substantially all investors of the Xxxxxx Futures Fund Limited:
(A) weekly performance estimate,
(B) fortnightly VaR report (with a two week lag), and
(C) monthly investment report.
5.11 The Trading Advisor shall not be required to:
(A) exercise any voting rights pertaining to the Instruments held by the Account; or
(B) take any action or render any advice with respect to legal proceedings, including bankruptcies or class actions, involving Instruments held or previously held by the Master Fund or the issuers of those Instruments.
Appears in 1 contract
Duties of the Trading Advisor. 5.1 The Trading Advisor will trade (a) Upon the Account at the Trading Level in accordance with the Trading Strategy and subject to the Trading Restrictions. The Trading Advisor shall have complete discretion over the Account and as the agent commencement of the Master Fund to trade in Instruments and otherwise act as trading operations on or about November 1, 2008 by the Trading Advisor judges appropriate. In fulfilling its duties hereunderwith respect to a portion of the assets of the Fund, the Trading Advisor hereby agrees to act as a Trading Advisor for the Fund and, as such, shall comply with (A) all governmental, regulatory have authority and self-regulatory organization laws, rules responsibility for directing the investment and regulations applicable reinvestment of that portion of the Fund’s assets allocated to the Trading Advisor, includingwhich shall consist of the Allocated Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if applicableany, allocated to the Commodity Exchange ActTrading Advisor, as amended specified in writing by the Managing Owner and consented to by the Trading Advisor (the “CE ActAssets”), on the terms and conditions and in accordance with the prohibitions and the rules trading policies set forth in Exhibit A to this Agreement as amended from time to time and regulations promulgated by the CFTC thereunder; and (B) applicable rules and regulations of any relevant market or exchange provided in which it trades the Account.
5.2 The Master Fund and the Manager acknowledge and agree that writing to the Trading Advisor shall not be responsible for by the (A) management of any cash, (B) financial leverage arrangements and/or any structured transactions linked to the Account, or (C) currency hedging by or on behalf of the Master Fund.
5.3 Save as set out in the Trading Restrictions, the Master Fund and the Manager each confirm that the Master Fund’s and the Feeder Fund’s investment objectives do not include:
(A) any limits or restrictions on the length of time for which it wishes to hold any particular Investment;
(B) any preferences regarding risk taking;
(C) any particular risk profile; or
(D) any particular purpose for its investment activities.
5.4 The Trading Restrictions shall not be deemed to have been breached as a result of any appreciation or depreciation in value caused by a price move or, where any Instrument is held in a currency other than US dollars, an adverse change in exchange rates. If any such Trading Restrictions are exceeded as a result of such events as described in the immediately preceding sentence or are otherwise breached Managing Owner (the “Trading Restriction BreachPolicies”), the ; provided,
(b) The Trading Advisor shall:
(Ai) so notify Exercise good faith and due care in trading futures interests for the Master account of the Fund in accordance with the prohibitions and Trading Policies, and the Manager as soon as practicable as to the Trading Restriction Breach;
(B) consult with the Master Fund trading systems, methods, and the Manager as to the steps to be taken to remedy the Trading Restriction Breach; and
(C) take such action as deemed necessary to remedy the Trading Restriction Breach, including, but not limited to, acquiring or disposing of, as the case may be, Instruments in the Account which resulted in the Trading Restriction Breach, or would result in any Trading Restrictions being further exceeded or breached, at the date strategies of acquisition or disposal.
5.5 The Master Fund or the Manager on behalf of the Master Fund shall be responsible for the selection and appointment of all counterparties in respect of the Master Fund including but not limited to the Master Fund’s Clearing Broker, Administrator and custodian, as applicable, except that the Trading Advisor is authorized described in the Disclosure Document, with such changes and additions to select Executing Brokers on behalf such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts the size of the Master Fund as provided in Clause 6Fund.
5.6 The Trading Advisor is authorised to give (ii) Provide the Clearing Broker any instructions on behalf Managing Owner, within 45 days of the Master Fund end of a calendar quarter, and within 45 days of a separate request which the Managing Owner may be necessary or desirable for make from time to time, with information comparing the proper performance of the Trading AdvisorFund’s duties under this Agreement account and the Master Fund and Manager agree to confirm such authority to performance of all other client accounts (“Other Accounts”) directed by the Clearing Broker.
5.7 The Trading Advisor shall provide using the Master Fund and the Administrator (or another agent as may be designated by the Master Fund or the Manager), with a daily trade file listing the trades executed trading systems used by the Trading Advisor on behalf of the Account Fund over a specified period of time for the purpose of confirming that the 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. The Trading Advisor shall, upon the Managing Owner’s request, consult with the Managing Owner concerning any discrepancies between the performance of such Other Accounts and the Fund’s account. The Trading Advisor shall promptly inform the Managing Owner in writing of any material discrepancies of which the Trading Advisor is aware. The 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 Managing Owner when the Trading Advisor’s open positions maintained by no later than 11:00 p.m. the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits.
(London timeiv) Upon request of the Managing Owner, promptly provide the Managing Owner with all information concerning the Trading Advisor and its activities reasonably requested by the 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 Daybusiness 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 Master 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 Fund and not for the Manager agree that account, or at the Master Fund’s counterparties shall be responsible for all other record keeping and reporting in respect risk of the Account 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 the Master Fund. For the avoidance of doubt, the Master Fund and the Manager agree that the Manager shall be solely responsible for maintaining the official books and records of the Account; and that related transaction fees arising from such trading by the Trading Advisor shall be required to maintain only internal trading records in respect for the account of the Accounts sufficient to provide the Master Fund with a daily trade file as described in this Clause 5.7Fund.
5.8 (d) Subject to Section 8(a) hereof, *. The Trading Advisor acknowledges its shall have an affirmative obligation to review promptly notify the trading activity and positions in Managing Owner upon discovery of its own errors with respect to the Account daily and within two (2) Business Days to notifyaccount, in writing, the Master Fund and the Manager Trading Advisor shall use its best efforts to identify and promptly notify the Managing Owner of (A) any material trading error committed by the Trading Advisor; and (B) any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructionsinstructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Fund.
(e) Prior to the commencement of trading by the Fund, the Managing Owner, on behalf of the Fund, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Fund’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B).
(f) In performing services to the Fund, the Trading Advisor shall utilize its Diversified Program (the “Trading Program”), as described in the Disclosure Document, and shall use reasonable efforts as modified from time to cause the trading error or discrepancy to be correctedtime. The Trading Advisor shall inform give the Master Fund’s Administrator and the Manager or their designated agents Managing Owner prior written notice of any discrepancy noted with respect to any transaction.
5.9 The change in the Trading Program that the Trading Advisor shall
considers to be material (A) upon the reasonable request and shall not effect such change on behalf of the Master Fund or without the ManagerManaging Owner’s consent), permit including any additional futures interests to be traded by the Master Fund or Trading Advisor not already listed on Exhibit C. Changes in the Manager and/or their employees and agents to inspect at the premises futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Advisor any books, records or other documents containing information relating to the Account that are kept at the premises of the Trading Advisor or are otherwise under its control upon reasonable notice Program. ----------------------- * Confidential material redacted and during normal working hours insofar as they relate to the Account (or extracts thereof relating to the Account), so as to enable the Master Fund or the Manager to adequately monitor the activities of the Trading Advisor in relation to this Agreement, provided that (i) such review shall not adversely affect other clients of the Trading Advisor or the Trading Advisor’s business; and (ii) during such review the Master Fund or the Manager shall comply filed separately with the Trading Advisor’s policies and procedures with respect to confidentiality of data; and
(B) cause appropriate personnel to be available during normal business hours on any Business Day to respond to reasonable inquiries from the Master Fund and the Manager, or their designated agent, with respect to the AccountCommission.
5.10 The Trading Advisor shall provide the Manager on a timely basis with the following reports that are issued to all or substantially all investors of the Xxxxxx Futures Fund Limited:
(A) weekly performance estimate,
(B) fortnightly VaR report (with a two week lag), and
(C) monthly investment report.
5.11 The Trading Advisor shall not be required to:
(A) exercise any voting rights pertaining to the Instruments held by the Account; or
(B) take any action or render any advice with respect to legal proceedings, including bankruptcies or class actions, involving Instruments held or previously held by the Master Fund or the issuers of those Instruments.
Appears in 1 contract
Duties of the Trading Advisor. 5.1 The Trading Advisor will trade (a) Upon the Account at the Trading Level in accordance with the Trading Strategy and subject to the Trading Restrictions. The Trading Advisor shall have complete discretion over the Account and as the agent commencement of the Master Fund to trade in Instruments and otherwise act as trading operations on or about February 1, 2009 by the Trading Advisor judges appropriate. In fulfilling its duties hereunderwith respect to a portion of the assets of the Fund, the Trading Advisor hereby agrees to act as a Trading Advisor for the Fund and, as such, shall comply with (A) all governmental, regulatory have authority and self-regulatory organization laws, rules responsibility for directing the investment and regulations applicable reinvestment of that portion of the Fund’s assets allocated to the Trading Advisor, includingwhich shall consist of the Allocated Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if applicableany, allocated to the Commodity Exchange ActTrading Advisor, as amended specified in writing by the Managing Owner and consented to by the Trading Advisor (the “CE ActAssets”), on the terms and conditions and in accordance with the prohibitions and the rules trading policies set forth in Exhibit A to this Agreement as amended from time to time and regulations promulgated by the CFTC thereunder; and (B) applicable rules and regulations of any relevant market or exchange provided in which it trades the Account.
5.2 The Master Fund and the Manager acknowledge and agree that writing to the Trading Advisor shall not be responsible for by the (A) management of any cash, (B) financial leverage arrangements and/or any structured transactions linked to the Account, or (C) currency hedging by or on behalf of the Master Fund.
5.3 Save as set out in the Trading Restrictions, the Master Fund and the Manager each confirm that the Master Fund’s and the Feeder Fund’s investment objectives do not include:
(A) any limits or restrictions on the length of time for which it wishes to hold any particular Investment;
(B) any preferences regarding risk taking;
(C) any particular risk profile; or
(D) any particular purpose for its investment activities.
5.4 The Trading Restrictions shall not be deemed to have been breached as a result of any appreciation or depreciation in value caused by a price move or, where any Instrument is held in a currency other than US dollars, an adverse change in exchange rates. If any such Trading Restrictions are exceeded as a result of such events as described in the immediately preceding sentence or are otherwise breached Managing Owner (the “Trading Restriction BreachPolicies”), the ; provided,
(b) The Trading Advisor shall:
(Ai) so notify Exercise good faith and due care in trading futures interests for the Master account of the Fund in accordance with the prohibitions and Trading Policies, and the Manager as soon as practicable as to the Trading Restriction Breach;
(B) consult with the Master Fund trading systems, methods, and the Manager as to the steps to be taken to remedy the Trading Restriction Breach; and
(C) take such action as deemed necessary to remedy the Trading Restriction Breach, including, but not limited to, acquiring or disposing of, as the case may be, Instruments in the Account which resulted in the Trading Restriction Breach, or would result in any Trading Restrictions being further exceeded or breached, at the date strategies of acquisition or disposal.
5.5 The Master Fund or the Manager on behalf of the Master Fund shall be responsible for the selection and appointment of all counterparties in respect of the Master Fund including but not limited to the Master Fund’s Clearing Broker, Administrator and custodian, as applicable, except that the Trading Advisor is authorized described in the Disclosure Document, with such changes and additions to select Executing Brokers on behalf such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts the size of the Master Fund as provided in Clause 6Fund.
5.6 The Trading Advisor is authorised to give (ii) Provide the Clearing Broker any instructions on behalf Managing Owner, within 45 days of the Master Fund end of a calendar quarter, and within 45 days of a separate request which the Managing Owner may be necessary or desirable for make from time to time, with information comparing the proper performance of the Trading AdvisorFund’s duties under this Agreement account and the Master Fund and Manager agree to confirm such authority to performance of a representative sample of other client accounts, including the Clearing Broker.
5.7 The composite performance of all accounts managed (“Other Accounts”) directed by the Trading Advisor shall provide using the Master Fund and the Administrator (or another agent as may be designated by the Master Fund or the Manager), with a daily trade file listing the trades executed trading systems used by the Trading Advisor on behalf of the Account Fund over a specified period of time for the purpose of confirming that the 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. The Trading Advisor shall, upon the Managing Owner’s request, consult with the Managing Owner concerning any discrepancies between the performance of such Other Accounts and the Fund’s account. The Trading Advisor shall promptly inform the Managing Owner in writing of any material discrepancies of which the Trading Advisor is aware. The Managing Owner acknowledges that the following differences in accounts, among other reasons, 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 Managing Owner when the Trading Advisor’s open positions maintained by no later than 11:00 p.m. the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits.
(London timeiv) Upon request of the Managing Owner, promptly provide the Managing Owner with all information concerning the Trading Advisor and its activities reasonably requested by the 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 Daybusiness day and (ii) a report of any trade made involving an individual market 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 Master 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 Fund and not for the Manager agree that account, or at the Master Fund’s counterparties shall be responsible for all other record keeping and reporting in respect risk of the Account 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 the Master Fund. For the avoidance of doubt, the Master Fund and the Manager agree that the Manager shall be solely responsible for maintaining the official books and records of the Account; and that related transaction fees arising from such trading by the Trading Advisor shall be required to maintain only internal trading records in respect for the account of the Accounts sufficient to provide the Master Fund with a daily trade file as described in this Clause 5.7Fund.
5.8 (d) Subject to Section 8(a) hereof, *. The Trading Advisor acknowledges its shall have an affirmative obligation to review promptly notify the trading activity and positions in Managing Owner upon discovery of its own errors with respect to the Account daily and within two (2) Business Days to notifyaccount, in writing, the Master Fund and the Manager Trading Advisor shall use its commercially reasonable efforts to identify and promptly notify the Managing Owner of (A) any material trading error committed by the Trading Advisor; and (B) any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructionsinstructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Fund.
(e) Prior to the commencement of trading by the Fund, the Managing Owner, on behalf of the Fund, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Fund’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B).
(f) In performing services to the Fund, the Trading Advisor shall utilize its Combined Futures Portfolio (2x) (the “Trading Program”), as described in the Disclosure Document, and shall use reasonable efforts as modified from time to cause the trading error or discrepancy to be correctedtime. The Trading Advisor shall inform give the Master Fund’s Administrator and the Manager or their designated agents Managing Owner prior written notice of any discrepancy noted with respect to any transaction.
5.9 The change in the Trading Program that the Trading Advisor shall
considers to be material (A) upon the reasonable request and shall not effect such change on behalf of the Master Fund or without the ManagerManaging Owner’s consent), permit including any additional futures interests to be traded by the Master Fund or Trading Advisor not already listed on Exhibit C. Changes in the Manager and/or their employees and agents to inspect at the premises futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Advisor any books, records or other documents containing information relating to the Account that are kept at the premises of the Trading Advisor or are otherwise under its control upon reasonable notice Program. * Confidential material redacted and during normal working hours insofar as they relate to the Account (or extracts thereof relating to the Account), so as to enable the Master Fund or the Manager to adequately monitor the activities of the Trading Advisor in relation to this Agreement, provided that (i) such review shall not adversely affect other clients of the Trading Advisor or the Trading Advisor’s business; and (ii) during such review the Master Fund or the Manager shall comply filed separately with the Trading Advisor’s policies and procedures with respect to confidentiality of data; and
(B) cause appropriate personnel to be available during normal business hours on any Business Day to respond to reasonable inquiries from the Master Fund and the Manager, or their designated agent, with respect to the AccountCommission.
5.10 The Trading Advisor shall provide the Manager on a timely basis with the following reports that are issued to all or substantially all investors of the Xxxxxx Futures Fund Limited:
(A) weekly performance estimate,
(B) fortnightly VaR report (with a two week lag), and
(C) monthly investment report.
5.11 The Trading Advisor shall not be required to:
(A) exercise any voting rights pertaining to the Instruments held by the Account; or
(B) take any action or render any advice with respect to legal proceedings, including bankruptcies or class actions, involving Instruments held or previously held by the Master Fund or the issuers of those Instruments.
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