Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Subsidiary with respect to that portion of the Subsidiary’s assets allocated from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. (b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary and the Portfolio in relation to the Subsidiary set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader (together the “Requirements”), to the extent that the Requirements do not conflict with the Investment Approach (as defined in the Supplemental Trading Agreement. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire Subsidiary, and the Trader shall not be responsible in any way for the compliance of any assets of the Subsidiary, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any commodity interests, including futures contracts, options on futures contracts, forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the Subsidiary, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(b), however the Trader shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Subsidiary to comply with the Policies. (c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser. (d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, provided, however, the orders are settled with a futures commission merchant with which the Subsidiary has an account. (e) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”). (i) The Trader shall use its reasonable efforts to cooperate with the Adviser to satisfy any compliance requirements that arise under applicable law, including any that the Adviser makes the Trader aware of that may arise because the Fund is registered under the 0000 Xxx. (f) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The Trader will be entitled to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of the Subsidiary’s assets. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Subsidiary given the Trader’s current accounts and all proposed accounts for which the Trader has a contract to act as a CTA. (g) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Subsidiary, the Portfolio or any other assets managed by the Adviser. (h) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall respond in a timely manner to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate directly to the Subsidiary. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the Board. (i) The Trader shall cooperate in a timely manner and to the extent possible with the Adviser, the Subsidiary and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to the services provided by the Trader to the Subsidiary pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegatee. (j) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf of the Subsidiary are the property of the Fund and will be surrendered promptly to the Fund upon request. The Trader further agrees to preserve for the periods, prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC. (k) The Trader shall, in a timely manner, notify the Adviser of any financial condition that is likely to impair the Trader’s ability to fulfill its commitments under this Agreement. (l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein. (m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to: (a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals. (n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 3 contracts
Samples: Trading Advisory Agreement (RBB Fund Inc), Trading Advisory Agreement (RBB Fund Inc), Trading Advisory Agreement (RBB Fund Inc)
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Portfolio and to the Subsidiary with respect to that portion of the Portfolio’s assets and the Subsidiary’s assets assets, respectively allocated from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Portfolio and the Subsidiary in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary and the Portfolio in relation to the Subsidiary set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader Trader, (together ii) the “Requirements”), written instructions and directions received from the Adviser and the Fund as delivered; and (iii) all federal and state laws applicable to the extent that Subsidiary and the Requirements do not conflict with the Investment Approach (Trader’s duties under this Agreement, all as defined may be in the Supplemental Trading Agreementeffect from time to time. The foregoing are referred to below together as the “Policies.” ”. For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire SubsidiaryPortfolio, and the Trader shall not be responsible in any way for the compliance of any assets of the SubsidiaryPortfolio, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sellsell (including short sales), lend and otherwise trade in any commodity interests, including futures contracts, options on futures contractscontracts (selling uncovered options is not permitted), forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the Portfolio and/or Subsidiary, as applicable, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(b), however however, (i) the Trader shall, upon and in accordance with written instructions from the Adviser, Adviser effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Portfolio and/or Subsidiary to comply with the Policies, and (ii) upon notice to the Trader, the Adviser may effect in-kind redemptions with shareholders of the Portfolio with securities included within the Allocated Assets.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, provided, however, the orders are settled with a futures commission merchant or Foreign Exchange clearing broker with which the Subsidiary Portfolio or Subsidiary, as applicable, has an account.
(ed) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”).
(ie) The Trader shall use has provided the Adviser with a true and complete copy of its reasonable efforts compliance policies and procedures pursuant to cooperate best practices for all CTAs registered with the Adviser Commodity Futures Trading Commission (“CFTC”) or, if applicable, Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”) (the “Trader Compliance Policies”). The Trader’s chief compliance officer (“Trader CCO”) shall provide to satisfy the Fund’s Chief Compliance Officer (“Fund CCO”) or his or her delegate promptly (and in no event in more than 10 business days) the following:
(i) a report of any compliance requirements that arise under applicable law, including any that the Adviser makes material changes to the Trader aware Compliance Policies;
(ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that may arise because have occurred in connection with the Trader Compliance Policies;
(iii) a summary report from the Trader CCO with respect to the annual review of the Trader Compliance Policies; and
(iv) an annual (or more frequently as the Fund is registered CCO may request) certification regarding the Trader’s compliance with Rule 206(4)-7 under the 0000 XxxAdvisers Act, if applicable, and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (iii).
(f) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Portfolio as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Trader in the manner it considers to be most fair and equitable over time to the Portfolio and to its other accounts. In that connection, however, the Trader agrees that: (i) in rendering consulting, advisory and management services to other Commodity Interest trading accounts and entities, it will use its best efforts to achieve an equitable treatment of all accounts utilizing the same investment programme as the Allocated Assets and will use a fair and reasonable system of order entry for all accounts utilizing the same trading strategy as the Allocated Assets; and (ii) it will not deliberately use any trading strategies for the Portfolio or Subsidiary which it or its principals know are inferior to those employed by other accounts using the same investment programme as the Allocated Assets. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The Trader will be entitled to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of the Portfolio’s or Subsidiary's assets, as applicable, and that relationship will be communicated in writing by the Adviser to the Trader at the commencement of trading and at the point of any subsequent change in that relationship. If, at any time during the term of this Agreement, the Trader is required to aggregate the Portfolio’s assetsor Subsidiary's Commodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, the Trader will promptly notify the Adviser if the Portfolio’s or Subsidiary's positions are included in an aggregate amount which exceeds the applicable speculative position limit. If the speculative positions limits are reached in any Commodity Interest contract, the Trader will modify the trading instructions to the Portfolio and Subsidiary, as applicable, and its other accounts in a reasonable and good faith effort to achieve an equitable treatment of all accounts. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Portfolio or Subsidiary given the Trader’s 's current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(g) The Trader, in connection with its rights and duties with respect to the Portfolio, Subsidiary and the Fund shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
(h) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Subsidiary, the Portfolio or any other assets managed by the Adviser.
(hi) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall promptly respond in a timely manner to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate relating directly to the Portfolio and/or Subsidiary. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the Board.
(ij) Unless otherwise instructed by the Adviser, the Trader shall not have the power, discretion or responsibility to vote any proxies in connection with Commodity Interests in which the Allocated Assets may be invested, and the Adviser shall retain such responsibility.
(k) The Trader shall cooperate in a timely manner promptly and to the extent possible fully with the Adviser, the Portfolio, the Subsidiary and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to the services provided by the Trader to the Portfolio or Subsidiary pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegateedelegate.
(jl) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf of the Subsidiary Allocated Assets are the property of the Fund and will be surrendered promptly to the Fund upon request. The Trader further agrees to preserve for the periods, prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(km) The Trader shall, in a timely manner, shall promptly notify the Adviser of any financial condition that is likely to impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Subsidiary Series 4 and SP4 with respect to that portion of the Subsidiary’s assets allocated to Series 4 and SP4’s from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. To the extent the Allocated Assets are traded under SP4, the Trader acknowledges and agrees that SP4 is subject to the limitations set forth in paragraphs 1(a) and (b) above. To the extent the Allocated Assets are traded under Series 4, the Trader acknowledges and agrees that Series 4 is subject to the limitations set forth in paragraphs 2(a) and (b) above.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary Series 4 and SP4 in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary Series 4, SP4 and the Portfolio in relation to the Subsidiary Onshore LLC and the Company set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader Trader; (together ii) the “Requirements”), written instructions and directions received from the Adviser and the Fund as delivered; and (iii) all laws applicable to the extent that Onshore LLC and the Requirements do not conflict with Company and the Investment Approach (Trader’s duties under this Agreement, all as defined may be in the Supplemental Trading Agreementeffect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire SubsidiaryOnshore LLC or Company, and the Trader shall not be responsible in any way for the compliance of any assets of the SubsidiaryOnshore LLC or Company, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any commodity interests, including futures contracts, options on futures contracts, forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the SubsidiarySeries 4 and/or SP4, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(b3(b), however however, (i) the Trader shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Subsidiary Onshore LLC and/or Company to comply with the Policies, and (ii) upon notice to the Trader, the Adviser may effect in-kind redemptions with shareholders of the Portfolio with securities included within the Allocated Assets. For the avoidance of doubt and except as required by applicable law, Trader shall treat Series 4 and SP4 as separate entities for purpose of compliance with the Policies.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, ; provided, however, the orders are settled with a futures commission merchant with which the Subsidiary Series 4 and/or SP4 as applicable has an account.
(ed) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”).
(i) The Trader shall use its reasonable efforts to cooperate with the Adviser to satisfy any compliance requirements that arise under applicable law, including any that the Adviser makes the Trader aware of that may arise because the Fund is registered under the 0000 Xxx.
(fe) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Series 4 and/or SP4 as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Trader in the manner it considers to be most fair and equitable over time to Series 4 and/or SP4 and to its other accounts. In that connection, however, the Trader agrees that: (i) in rendering consulting, advisory and management services to other Commodity Interest trading accounts and entities, it will use its best efforts to achieve an equitable treatment of all accounts and will use a fair and reasonable system of order entry for all accounts; and (ii) it will not deliberately use any trading strategies for Series 4 and/or SP4 which it or its principals know are inferior to those employed by other accounts. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The Trader will be entitled to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of the SubsidiarySeries 4 and/or SP4’s assets, as applicable. If, at any time during the term of this Agreement, the Trader is required to aggregate Series 4 and/or SP4’s Commodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, the Trader will promptly notify the Adviser if Series 4 and/or SP4’s positions are included in an aggregate amount which exceeds the applicable speculative position limit. If the speculative positions limits are reached in any Commodity Interest contract, the Trader will modify the trading instructions to Series 4 and/or SP4 as applicable and its other accounts in a reasonable and good faith effort to achieve an equitable treatment of all accounts. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Subsidiary Series 4 and/or SP4 given the Trader’s current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(f) The Trader, in connection with its rights and duties with respect to Series 4 and/or SP4 and the Fund shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
(g) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the SubsidiarySeries 4, SP4, the Portfolio or any other assets managed by the Adviser.
(h) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall promptly respond in a timely manner to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate relating directly to the SubsidiarySeries 4 and/or SP4. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the Board.
(i) Unless otherwise instructed by the Adviser, the Trader shall not have the power, discretion or responsibility to vote any proxies in connection with Commodity Interests in which the Allocated Assets may be invested, and the Adviser shall retain such responsibility.
(j) The Trader shall cooperate in a timely manner promptly and to the extent possible fully with the Adviser, the Subsidiary Company, the Onshore LLC and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary Company, the Onshore LLC or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to the services provided by the Trader to the Subsidiary Series 4 and SP4 pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegatee.
(jk) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf of the Subsidiary Portfolio, Series 4 and/or SP4 are the property of the Fund and will be surrendered promptly to the Fund upon request. The Trader further agrees to preserve for the periods, prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(kl) The Trader shall, in a timely manner, shall promptly notify the Adviser of any financial condition that is likely to impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Portfolio and to the Subsidiary with respect to that portion of the Portfolio’s assets and the Subsidiary’s assets assets, respectively allocated from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Portfolio and the Subsidiary in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary and the Portfolio in relation to the Subsidiary set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader Trader, (together ii) the “Requirements”), written instructions and directions received from the Adviser and the Fund as delivered; and (iii) all federal and state laws applicable to the extent that Subsidiary and the Requirements do not conflict with the Investment Approach (Trader’s duties under this Agreement, all as defined may be in the Supplemental Trading Agreementeffect from time to time. The foregoing are referred to below together as the “Policies.” ”. For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire SubsidiaryPortfolio, and the Trader shall not be responsible in any way for the compliance of any assets of the SubsidiaryPortfolio, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sellsell (including short sales), lend and otherwise trade in any commodity interests, including futures contracts, options on futures contractscontracts (selling uncovered options is not permitted), forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the Portfolio and/or Subsidiary, as applicable, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(b), however however, (i) the Trader shall, upon and in accordance with written instructions from the Adviser, Adviser effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Portfolio and/or Subsidiary to comply with the Policies, and (ii) upon notice to the Trader, the Adviser may effect in-kind redemptions with shareholders of the Portfolio with securities included within the Allocated Assets.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, provided, however, the orders are settled with a futures commission merchant or Foreign Exchange clearing broker with which the Subsidiary Portfolio or Subsidiary, as applicable, has an account.
(ed) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”).
(ie) The Trader shall use has provided the Adviser with a true and complete copy of its reasonable efforts compliance policies and procedures pursuant to cooperate best practices for all CTAs registered with the Adviser Commodity Futures Trading Commission (“CFTC”) or, if applicable, Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”) (the “Trader Compliance Policies”). The Trader’s chief compliance officer (“Trader CCO”) shall provide to satisfy the Fund’s Chief Compliance Officer (“Fund CCO”) or his or her delegate promptly (and in no event in more than 10 business days) the following:
(i) a report of any compliance requirements that arise under applicable law, including any that the Adviser makes material changes to the Trader aware Compliance Policies;
(ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that may arise because have occurred in connection with the Trader Compliance Policies;
(iii) a summary report from the Trader CCO with respect to the annual review of the Trader Compliance Policies; and
(iv) an annual (or more frequently as the Fund is registered CCO may request) certification regarding the Trader’s compliance with Rule 206(4)-7 under the 0000 XxxAdvisers Act, if applicable, and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (iii).
(f) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Portfolio as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Trader in the manner it considers to be most fair and equitable over time to the Portfolio or the Subsidiary, as applicable, and to its other accounts. In that connection, however, the Trader agrees that: (i) in rendering consulting, advisory and management services to other Commodity Interest trading accounts and entities, it will use its best efforts to achieve an equitable treatment of all accounts utilizing the same investment programme as the Allocated Assets and will use a fair and reasonable system of order entry for all accounts utilizing the same trading strategy as the Allocated Assets; and (ii) it will not deliberately use any trading strategies for the Portfolio or Subsidiary which it or its principals know are inferior to those employed by other accounts using the same investment programme as the Allocated Assets. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The Trader will be entitled to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of the Portfolio’s or Subsidiary's assets, as applicable, and that relationship will be communicated in writing by the Adviser to the Trader at the commencement of trading and at the point of any subsequent change in that relationship. If, at any time during the term of this Agreement, the Trader is required to aggregate the Portfolio’s assetsor Subsidiary's Commodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, the Trader will promptly notify the Adviser if the Portfolio’s or Subsidiary's positions are included in an aggregate amount which exceeds the applicable speculative position limit. If the speculative positions limits are reached in any Commodity Interest contract, the Trader will modify the trading instructions to the Portfolio and Subsidiary, as applicable, and its other accounts in a reasonable and good faith effort to achieve an equitable treatment of all accounts. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Portfolio or Subsidiary given the Trader’s 's current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(g) The Trader, in connection with its rights and duties with respect to the Portfolio, Subsidiary and the Fund shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
(h) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Subsidiary, the Portfolio or any other assets managed by the Adviser.
(hi) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall promptly respond in a timely manner to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate relating directly to the Portfolio and/or Subsidiary. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the Board.
(ij) Unless otherwise instructed by the Adviser, the Trader shall not have the power, discretion or responsibility to vote any proxies in connection with Commodity Interests in which the Allocated Assets may be invested, and the Adviser shall retain such responsibility.
(k) The Trader shall cooperate in a timely manner promptly and to the extent possible fully with the Adviser, the Portfolio, the Subsidiary and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to the services provided by the Trader to the Portfolio or Subsidiary pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegateedelegate.
(jl) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf in respect of the Subsidiary Allocated Assets are the property of the Fund and will be surrendered promptly to the Fund upon request. The Trader further agrees to preserve for the periods, prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(km) The Trader shall, in a timely manner, shall promptly notify the Adviser of any financial condition that is likely to impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Subsidiary Series 7 And SP7 with respect to that portion of the Subsidiary’s assets allocated to Series 7 and SP7’s from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. To the extent the Allocated Assets are traded under SP7, the Trader acknowledges and agrees that SP7 is subject to the limitations set forth in paragraphs 1 (a) and (b) above. To the extent the Allocated Assets are traded under Series 7, the Trader acknowledges and agrees that Series 7 is subject to the limitations set forth in paragraphs 2 (a) and (b) above.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary Series 7 And SP7 in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Applicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary Series 7 and SP7 and the Portfolio in relation to the Subsidiary Onshore LLC and the Company set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader (together the “Requirements”), to the extent that the Requirements do not conflict with the Investment Approach (as defined in the Supplemental Trading Agreement. The foregoing are referred to below together as the “Policies.” For purposes As part of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire Subsidiary, and the Trader shall not be responsible in any way for the compliance of any assets of the Subsidiary, other than the Allocated Assets, with the Policies. Subject to the foregoingthese Requirements, the Trader is authorized, in its discretion and without prior consultation with treating any physically settled futures contract as a cash settled futures contract upon the Adviser, to buy, sell, lend and otherwise trade in any commodity interests, including futures contracts, options on futures contracts, forward contracts or commodities and swaps (’s representation that such actions do not violate the “Commodity Interests”) on behalf asset segregation rules under the Investment Company Act of the Subsidiary, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(b), however the Trader shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Subsidiary to comply with the Policies1940.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, provided, however, the orders are settled with a futures commission merchant with which the Subsidiary Series 7 or SP7 as, applicable has an account.
(e) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”).
(ig) The Trader shall use its reasonable efforts to cooperate with the Adviser to satisfy any compliance requirements that arise under applicable law, including any that the Adviser makes the Trader aware of that may arise because the Fund is registered under the 0000 Xxx1940 Act.
(fh) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Series 7 and/or SP7 as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The Trader will be entitled to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of the Subsidiary’s assets. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Subsidiary Series 7 or SP7 given the Trader’s 's current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(gi) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the SubsidiarySeries 7, SP7, the Portfolio or any other assets managed by the Adviser.
(hj) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall respond in a timely manner to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate directly to the SubsidiarySeries 7 and/or SP7. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the Board.
(ik) The Trader shall cooperate in a timely manner and to the extent possible with the Adviser, the Subsidiary Series 7 and/or SP7 and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary Onshore LLC or the Company or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to the services provided by the Trader to the Subsidiary Company pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegatee.
(jl) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf in respect of the Subsidiary Portfolio, Series 7 and/or SP7 are the property of the Fund and will be surrendered promptly to the Fund upon request. The Trader further agrees to preserve for the periods, prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(km) The Trader shall, in a timely manner, notify the Adviser of any financial condition that is likely to impair the Trader’s ability to fulfill its commitments under this Agreement.
. (ln) The Adviser Adviser, the Onshore LLC and the Subsidiary Company each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein.
. (mo) The Adviser the Onshore LLC and the Subsidiary Company each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(np) The Adviser the Onshore LLC and the Subsidiary Company each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Portfolio and to the Subsidiary with respect to that portion of the Portfolio’s assets and the Subsidiary’s assets assets, respectively allocated from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary Portfolio and the Subsidiary, as applicable, in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary and the Portfolio in relation to the Subsidiary set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader Trader, (together ii) the “Requirements”), written instructions and directions received from the Adviser and the Fund as delivered; and (iii) all federal and state laws applicable to the extent that Subsidiary and the Requirements do not conflict with the Investment Approach (Trader’s duties under this Agreement, all as defined may be in the Supplemental Trading Agreementeffect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire SubsidiaryPortfolio, and the Trader shall not be responsible in any way for the compliance of any assets of the SubsidiaryPortfolio, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any commodity interests, including futures contracts, options on futures contracts, forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the Portfolio and/or Subsidiary, as applicable, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(b), however however, (i) the Trader shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Portfolio and/or Subsidiary to comply with the Policies, and (ii) upon notice to the Trader, the Adviser may effect in-kind redemptions with shareholders of the Portfolio with securities included within the Allocated Assets.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, provided, however, the orders are settled with a futures commission merchant with which the Subsidiary Portfolio or Subsidiary, as applicable, has an account.
(ed) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”).
(i) The Trader shall use its reasonable efforts to cooperate with the Adviser to satisfy any compliance requirements that arise under applicable law, including any that the Adviser makes the Trader aware of that may arise because the Fund is registered under the 0000 Xxx.
(fe) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Portfolio or Subsidiary, as applicable, as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Trader in the manner it considers to be most fair and equitable over time to the Portfolio or the Subsidiary, as applicable, and to its other accounts. In that connection, however, the Trader agrees that: (i) in rendering consulting, advisory and management services to other Commodity Interest trading accounts and entities, it will use its best efforts to achieve an equitable treatment of all accounts and will use a fair and reasonable system of order entry for all accounts; and (ii) it will not deliberately use any trading strategies for the Portfolio or Subsidiary which it or its principals know are inferior to those employed by other accounts. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The Trader will be entitled to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of the Portfolio’s or Subsidiary's assets, as applicable. If, at any time during the term of this Agreement, the Trader is required to aggregate the Portfolio’s assetsor Subsidiary's Commodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, the Trader will promptly notify the Adviser if the Portfolio’s or Subsidiary's positions are included in an aggregate amount which exceeds the applicable speculative position limit. If the speculative positions limits are reached in any Commodity Interest contract, the Trader will modify the trading instructions to the Portfolio and Subsidiary, as applicable, and its other accounts in a reasonable and good faith effort to achieve an equitable treatment of all accounts. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Portfolio or Subsidiary given the Trader’s 's current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(f) The Trader, in connection with its rights and duties with respect to the Portfolio, Subsidiary and the Fund shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
(g) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Subsidiary, the Portfolio or any other assets managed by the Adviser.
(h) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall promptly respond in a timely manner to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate relating directly to the Portfolio and/or Subsidiary. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the Board.
(i) Unless otherwise instructed by the Adviser, the Trader shall not have the power, discretion or responsibility to vote any proxies in connection with Commodity Interests in which the Allocated Assets may be invested, and the Adviser shall retain such responsibility.
(j) The Trader shall cooperate in a timely manner promptly and to the extent possible fully with the Adviser, the Portfolio, Subsidiary and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to the services provided by the Trader to the Portfolio or Subsidiary pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegatee.
(jk) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf in respect of the Subsidiary Allocated Assets are the property of the Fund and will be surrendered promptly to the Fund upon request. The Trader further agrees to preserve for the periods, prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(kl) The Trader shall, in a timely manner, shall promptly notify the Adviser of any financial condition that is likely to impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Portfolio and to the Subsidiary with respect to that portion of the Portfolio’s assets and the Subsidiary’s assets assets, respectively allocated from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary Portfolio and the Subsidiary, as applicable, in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary and the Portfolio in relation to the Subsidiary set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader Trader, (together ii) the “Requirements”), written instructions and directions received from the Adviser and the Fund as delivered; and (iii) all federal and state laws applicable to the extent that Subsidiary and the Requirements do not conflict with the Investment Approach (Trader’s duties under this Agreement, all as defined may be in the Supplemental Trading Agreementeffect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire SubsidiaryPortfolio, and the Trader shall not be responsible in any way for the compliance of any assets of the SubsidiaryPortfolio, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any commodity interests, including futures contracts, options on futures contracts, forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the Portfolio and/or the Subsidiary, as applicable, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(b), however however, (i) the Trader shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Portfolio and/or Subsidiary to comply with the Policies, and (ii) upon notice to the Trader, the Adviser may effect in-kind redemptions with shareholders of the Portfolio with securities included within the Allocated Assets.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, provided, however, the orders are settled with a futures commission merchant with which the Subsidiary Portfolio or Subsidiary, as applicable, has an account.
(ed) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”).
(i) The Trader shall use its reasonable efforts to cooperate with the Adviser to satisfy any compliance requirements that arise under applicable law, including any that the Adviser makes the Trader aware of that may arise because the Fund is registered under the 0000 Xxx.
(fe) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Portfolio or Subsidiary, as applicable, as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Trader in the manner it considers to be most fair and equitable over time to the Portfolio or the Subsidiary, as applicable, and to its other accounts. In that connection, however, the Trader agrees that: (i) in rendering consulting, advisory and management services to other Commodity Interest trading accounts and entities, it will use its best efforts to achieve an equitable treatment of all accounts and will use a fair and reasonable system of order entry for all accounts; and (ii) it will not deliberately use any trading strategies for the Portfolio or Subsidiary which it or its principals know are inferior to those employed by other accounts. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The Trader will be entitled to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of the Portfolio’s or Subsidiary's assets, as applicable. If, at any time during the term of this Agreement, the Trader is required to aggregate the Portfolio’s assetsor Subsidiary's Commodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, the Trader will promptly notify the Adviser if the Portfolio’s or Subsidiary's positions are included in an aggregate amount which exceeds the applicable speculative position limit. If the speculative positions limits are reached in any Commodity Interest contract, the Trader will modify the trading instructions to the Portfolio and Subsidiary, as applicable, and its other accounts in a reasonable and good faith effort to achieve an equitable treatment of all accounts. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Portfolio or Subsidiary given the Trader’s 's current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(f) The Trader, in connection with its rights and duties with respect to the Portfolio, Subsidiary and the Fund shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
(g) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Subsidiary, the Portfolio or any other assets managed by the Adviser.
(h) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall promptly respond in a timely manner to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate relating directly to the Portfolio and/or Subsidiary. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the Board.
(i) Unless otherwise instructed by the Adviser, the Trader shall not have the power, discretion or responsibility to vote any proxies in connection with Commodity Interests in which the Allocated Assets may be invested, and the Adviser shall retain such responsibility.
(j) The Trader shall cooperate in a timely manner promptly and to the extent possible fully with the Adviser, the Portfolio, the Subsidiary and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to the services provided by the Trader to the Portfolio or the Subsidiary pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegatee.
(jk) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf in respect of the Subsidiary Allocated Assets are the property of the Fund and will be surrendered promptly to the Fund upon request. The Trader further agrees to preserve for the periods, prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(kl) The Trader shall, in a timely manner, shall promptly notify the Adviser of any financial condition that is likely to impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Subsidiary Series 3 and SP3 with respect to that portion of the Subsidiary’s assets allocated to Series 3 and SP3 from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. To the extent the Allocated Assets are traded under SP3, the Trader acknowledges and agrees that SP3 is subject to the limitations set forth in paragraphs 1(a) and (b) above. To the extent the Allocated Assets are traded under Series 3, the Trader acknowledges and agrees that Series 3 is subject to the limitations set forth in paragraphs 2(a) and (b) above.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary Series 3 and SP3 in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Applicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary Series 3 and the Portfolio SP3 in relation to the Subsidiary Onshore LLC and the Company set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader (together the “Requirements”), to the extent that the Requirements do not conflict with the Investment Approach (as defined in the Supplemental Trading Agreement. The foregoing are is referred to below together as the “Policies.” For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire SubsidiaryCompany or Onshore LLC, and the Trader shall not be responsible in any way for the compliance of any assets of the SubsidiaryCompany or Onshore LLC, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any commodity interests, including futures contracts, options on futures contracts, forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the SubsidiarySeries 3 and/or SP3, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(bparagraph 3(b), however however, the Trader shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Subsidiary Series 3 and/or SP3 to comply with the Policies. For the avoidance of doubt and except as required by applicable law, Trader shall treat Series 3 and SP3 as separate entities for purpose of compliance with the Policies.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, ; provided, however, the orders are settled with a futures commission merchant with which the Subsidiary Series 3 and/or SP3 as applicable has an account.
(e) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”).
(if) The Trader shall use its reasonable efforts to cooperate with the Adviser to satisfy any compliance requirements that arise under applicable law, including any that the Adviser makes the Trader aware of that may arise because the Fund is registered under the 0000 Xxx.
(fg) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Series 3 and/or SP 3 as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The Trader will be entitled to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of the SubsidiarySeries 3 and/or SP3’s assets. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Subsidiary given the Trader’s current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(gh) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the SubsidiarySeries 3 and/or SP3, the Portfolio or any other assets managed by the Adviser.
(hi) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall respond in a timely manner to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate directly to the SubsidiarySeries 3 and/or SP3. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the Board.
(ij) The Trader shall cooperate in a timely manner and to the extent possible with the Adviser, the Subsidiary Portfolio, Series 3, SP3 and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary Series 3, SP3 or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to the services provided by the Trader to the Subsidiary Series 3 or SP 3 pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegatee.
(jk) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf in respect of the Subsidiary Portfolio, Series 1 and/or SP1 are the property of the Fund and will be surrendered promptly to the Fund upon request. The Trader further agrees to preserve for the periods, prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(kl) The Trader shall, in a timely manner, notify the Adviser of any financial condition that is likely to impair the Trader’s ability to fulfill its commitments under this Agreement.
(lm) The Adviser Adviser, Series 3 and the Subsidiary SP3 each affirm that it has reviewed the Prospectus of [] CCP Core Macro Fund and acknowledge all risk warnings and other information set out therein.
(mn) The Adviser Series 3 and the Subsidiary SP3 each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(no) The Adviser Series 3 and the Subsidiary SP3 each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Subsidiary Series 5 and SP5 with respect to that portion of the Subsidiary’s assets allocated to Series 5 and SP5’s from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. To the extent the Allocated Assets are traded under SP5, the Trader acknowledges and agrees that SP5 is subject to the limitations set forth in paragraphs 1(a) and (b) above. To the extent the Allocated Assets are traded under Series 5, the Trader acknowledges and agrees that Series 5 is subject to the limitations set forth in paragraphs 2(a) and (b) above.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary Series 5 and SP5 in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Applicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary Series 5 and SP5 and the Portfolio in relation to the Subsidiary Onshore LLC and the Company set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader (together the “Requirements”), to the extent that the Requirements do not conflict with the Investment Approach (as defined in the Supplemental Trading Agreement). The foregoing are referred to below together as the “Policies.” As part of these Requirements, the Trader is treating any physically settled futures contract as a cash settled futures contract upon the Adviser’s representation that such actions do not violate the asset segregation rules under the Investment Company Act of 1940. For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire SubsidiaryOnshore LLC or Company as applicable, and the Trader shall not be responsible in any way for the compliance of any assets of the SubsidiaryOnshore LLC or Company, other than the Allocated Assets, with the Policies. Notwithstanding anything to the contrary in this Agreement, the Adviser acknowledges and agrees (i) that the required margin posting at Series 5 and/or SP5 (as applicable) level for the Trader’s trading may exceed the amount of Allocated Assets allocated to Trader, (ii) that such excess will not in itself be considered lack of compliance with the Requirements and (iii) that the Trader shall not be held liable for any costs or losses incurred in the event that Series 5 and/or SP5 requires certain positions of the Trader to be liquidated due to a shortage of available assets. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any commodity interests, including futures contracts, options on futures contracts, forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the SubsidiarySeries 5 and SP5, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(b3(b), however however, the Trader shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Subsidiary Series 5 and/or SP5 as a whole to comply with the Policies. For the avoidance of doubt and except as required by applicable law, Trader shall treat Series 5 and SP5 as separate entities for purpose of compliance with the Policies.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, ; provided, however, the orders are settled with a futures commission merchant with which the Subsidiary Series 5 or SP5 as applicable has an account.
(e) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”).
(if) The Trader shall use its reasonable efforts to cooperate with the Adviser to satisfy any compliance requirements that arise under applicable law, including any that the Adviser makes the Trader aware of that may arise because the Fund is registered under the 0000 Xxx.
(fg) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Series 5 and/or SP5 as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The Trader will be entitled to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of the SubsidiarySeries 5 and/or SP5’s assets. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Subsidiary Series 5 or SP5 given the Trader’s current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(gh) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the SubsidiarySeries 5, SP5, the Portfolio or any other assets managed by the Adviser.
(hi) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall respond in a timely manner to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate directly to the SubsidiarySeries 5 and/or SP5. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the Board.
(ij) The Trader shall cooperate in a timely manner and to the extent possible with the Adviser, the Subsidiary Series 5 and/or SP5 and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary Onshore LLC or the Company or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to the services provided by the Trader to the Subsidiary pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegatee.
(jk) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf in respect of the Subsidiary Portfolio, Series 5 and/or SP5 are the property of the Fund and will be surrendered promptly to the Fund upon request. The Trader further agrees to preserve for the periods, periods prescribed in Rule 31a-2 under the 1940 Act Act, the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(kl) The Trader shall, in a timely manner, notify the Adviser of any financial condition that is likely to impair the Trader’s ability to fulfill its commitments under this Agreement.
(lm) The Adviser Adviser, the Onshore LLC and the Subsidiary Company each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein.
(mn) The Adviser the Onshore LLC and the Subsidiary Company each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:same
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(no) The Adviser Adviser, the Onshore LLC and the Subsidiary Company each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Subsidiary Series 2 and SP2 with respect to that portion of the Subsidiary’s assets allocated to Series 2 and SP2 from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. To the extent the Allocated Assets are traded under SP2, the Trader acknowledges and agrees that SP2 is subject to the limitations set forth in paragraphs 1(a) and (b) above. To the extent the Allocated Assets are traded under Series 2, the Trader acknowledges and agrees that Series 2 is subject to the limitations set forth in paragraphs 2(a) and (b) above.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary Series 2 and SP2 in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and and, save as otherwise disclosed to the Adviser, in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary Company, the Onshore LLC and the Portfolio in relation to the Subsidiary Series 2 and SP2 set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader Trader; (together ii) the “Requirements”), written instructions and directions received from the Adviser and the Fund as delivered; and (iii) all laws applicable to the extent Trader in performing its duties under this Agreement, all as may be in effect from time to time provided that the Requirements do not conflict Trader shall bear no responsibility or liability for failure to comply with any objective, policy, restriction, guideline, procedures, instruction or direction referenced in this paragraph or any amendment or supplement thereto until the Investment Approach (as defined in the Supplemental Trading AgreementTrader has received and had a reasonable opportunity to review such objective, policy, restriction, guideline, procedures, instruction or direction. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire SubsidiaryOnshore LLC or Company, as applicable, and the Trader shall not be responsible in any way for the compliance of any assets of the SubsidiaryOnshore LLC or Company, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sellsell (including short sales), lend and otherwise trade in any commodity interests, including futures contracts, options on futures contractscontracts (selling uncovered options is not permitted), spot or forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the SubsidiarySeries 2 and/or SP2, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(bparagraph 3(b), however however, (i) the Trader shall, upon and in accordance with written instructions from the AdviserAdviser and subject to paragraph 7(g) of the Supplemental Trading Agreement, effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Subsidiary Series 2 and/or SP2 to comply with the Policies, and (ii) upon notice to the Trader, the Adviser may effect in-kind redemptions with shareholders of the Portfolio with securities included within the Allocated Assets. For the avoidance of doubt and except as required by applicable law, Trader shall treat Series 2 and SP2 as separate entities for purpose of compliance with the Policies.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, ; provided, however, the orders are settled with a futures commission merchant or Foreign Exchange clearing broker with which the Subsidiary Series 2 and/or SP2 as applicable, has an account.
(ed) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA Commodity Trading Advisor (“CTA”) to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”) (for the avoidance of doubt, given the nature of the Commodity Interests to be traded by the Trader as at the date of this Agreement, Rule 12d3-1 does not apply).
(ie) The Trader shall use has provided the Adviser with a true and complete copy and/or accurate summary of its reasonable efforts compliance policies and procedures pursuant to cooperate best practices for all CTAs registered with the Adviser Commodity Futures Trading Commission (“CFTC”) or, if applicable, Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”) (the “Trader Compliance Policies”). The Trader’s chief compliance officer (“Trader CCO”) shall provide to satisfy the Fund’s Chief Compliance Officer (“Fund CCO”) or his or her delegate using the following email address: Xxxxx&xxxxxxxxxx@xxxxxxxxxxxx.xxx (or any compliance requirements other email address provided in writing and expressed to be for this purpose) promptly (and in no event in more than 10 business days) the following reports and certifications to the extent that arise under applicable law, including any that they relate to the Adviser makes services provided by the Trader aware to the Subsidiary with respect to the Allocated Assets:
(i) a report of any material changes to the Trader Compliance Policies;
(ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that may arise because have occurred in connection with the Trader Compliance Policies; and
(iii) an annual (or more frequently as the Fund is registered CCO may reasonably request) certification regarding the Trader’s compliance with Rule 206(4)-7 under the 0000 Xxx.
Advisers Act, if applicable, and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (fi) – (ii). The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Series 2 or SP2 as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Trader in the manner it considers to be most fair and equitable over time to Series 2 or SP2 and to its other accounts. In that connection, however, the Trader agrees that: (i) in rendering consulting, advisory and management services to other Commodity Interest trading accounts and entities, it will take all reasonable steps to achieve an equitable treatment of all accounts utilizing the same investment programme as the Allocated Assets and will use a fair and reasonable system of order entry for all accounts utilizing the same trading strategy as the Allocated Assets; and (ii) it will not deliberately use any trading strategies for Series 2 and/or SP 2 which it or its principals know are inferior to those employed by other accounts using the same investment programme as the Allocated Assets. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The If, at any time during the term of this Agreement, the Trader is required to aggregate Series 2 or SP2’s Commodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, the Trader will be entitled to use that portion of promptly notify the Adviser if Series 2 or SP2’s positions are included in an aggregate amount which exceeds the applicable speculative position limit. If the speculative positions limits that bears are reached in any Commodity Interest contract, the same relationship that Trader will modify the Allocated Assets bears trading of Series 2 and/or SP2 as applicable and its other accounts in a reasonable and good faith effort to achieve an equitable treatment of all of the Subsidiary’s assetsaccounts. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Subsidiary Series 2 or SP2 given the Trader’s current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(f) The Trader, in connection with its rights and duties with respect to Series 2, SP2 and the Fund shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
(g) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Save any ordinary course employment restrictions, the Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and and, save for any ordinary course employment restrictions, the Trader will not knowingly become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the SubsidiarySeries 2, SP2, the Portfolio or any other assets managed by the Adviser.
(h) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall promptly respond in a timely manner to reasonable requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate relating directly to the SubsidiarySeries 2 and/or SP2. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession reasonably requested by or required to be delivered to the Board.
(i) Unless otherwise instructed by the Adviser, the Trader shall not have the power, discretion or responsibility to vote any proxies in connection with Commodity Interests in which the Allocated Assets may be invested, and the Adviser shall retain such responsibility.
(j) The Trader shall cooperate in a timely manner promptly and to the extent possible fully with the Adviser, the Subsidiary Series 2, SP2 and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary Series 2, SP2 or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to specifically concern the services provided by the Trader to the Subsidiary Series 2 or SP2 pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegateedelegate.
(jk) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf in respect of the Subsidiary Portfolio, Series 2 and/or SP2 are the property of the Fund and will be surrendered promptly to the Fund upon requestrequest and subject to the confidentiality obligations set out in paragraph 15 hereof. The Trader further agrees to preserve for the periods, periods prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(kl) The Trader shall, in a timely manner, shall promptly notify the Adviser of any financial condition that is likely to could materially impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Portfolio and to the Subsidiary with respect to that portion of the Portfolio’s assets and/or the Subsidiary’s assets assets, as applicable, allocated from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary Portfolio and the Subsidiary, as applicable, in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and and, save as otherwise disclosed to the Adviser, in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary and the Portfolio in relation to the Subsidiary set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader Trader, (together ii) the “Requirements”), written instructions and directions received from the Adviser and the Fund as delivered; and (iii) all laws applicable to the extent that Subsidiary and the Requirements do not conflict with the Investment Approach (Trader in performing its duties under this Agreement, all as defined may be in the Supplemental Trading Agreementeffect from time to time. The foregoing are referred to below together as the “Policies.” ”. For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire SubsidiaryPortfolio, and the Trader shall not be responsible in any way for the compliance of any assets of the SubsidiaryPortfolio, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sellsell (including short sales), lend and otherwise trade in any commodity interests, including futures contracts, options on futures contractscontracts (selling uncovered options is not permitted), forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the Portfolio and/or Subsidiary, as applicable, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section paragraph 1(b), however however, (i) the Trader shall, upon and in accordance with written instructions from the Adviser, Adviser effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Portfolio and/or the Subsidiary to comply with the Policies, and (ii) upon notice to the Trader, the Adviser may effect in-kind redemptions with shareholders of the Portfolio with securities included within the Allocated Assets.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any executing broker, counterparty or futures commission merchant the Trader so chooses, provided, however, the orders are settled with a an approved counterparty or futures commission merchant (“Broker”) with which the Subsidiary Portfolio or Subsidiary, as applicable, has an account.
(ed) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”).. The Trader has provided the Adviser with a true and complete copy of its compliance policies and procedures pursuant to best practices for all CTAs registered with the Commodity Futures Trading Commission (“CFTC”) or, if applicable, Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”) (the “Trader Compliance Policies”). The Trader’s chief compliance officer (“Trader CCO”) shall provide to the Fund’s Chief Compliance Officer (“Fund CCO”) or his or her delegate promptly (and in no event in more than 10 business days) the following:
(i) a report of any material changes to the Trader Compliance Policies;
(ii) a report of any “material compliance matters”, as defined by Rule 38a-1 under the 1940 Act, that have occurred in connection with the Trader Compliance Policies;
(iii) an executive summary of the Trader’s CCO’s report with respect to the annual review of the Trader Compliance Policies (the “Trader CCO’s Report”) pursuant to Rule 206(4)-7 under the Advisers Act, if applicable. The Trader agrees that the executive summary shall use its reasonable efforts to be a fair representation of the Trader’s CCO Report and that if the Fund CCO has follow up questions on the executive summary, the Trader CCO will cooperate with providing whatever additional information is requested; and
(iv) an annual (or more frequently as the Fund CCO may request) certification regarding the Trader’s compliance with Rule 206(4)-7 under the Advisers Act, if applicable, and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (iv).
(e) At the request of the Adviser, the Trader will review with the Adviser to satisfy any compliance requirements that arise under applicable law, including any that its policies and procedures adopted and maintained in accordance with Rule 206(4)-7 of the Adviser makes the Trader aware of that may arise because the Fund is registered under the 0000 XxxAdvisers Act.
(f) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Portfolio or the Subsidiary, as applicable, as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Trader in the manner it considers to be most fair and equitable over time to the Portfolio or the Subsidiary, as applicable, and to its other accounts. In that connection, however, the Trader agrees that: (i) in rendering consulting, advisory and management services to other Commodity Interest trading accounts and entities, it will use its best efforts to achieve an equitable treatment of all accounts and will use a fair and reasonable system of order entry for all accounts; and (ii) it will not deliberately use any trading strategies for the Portfolio or Subsidiary which it or its principals know are inferior to those employed by other accounts. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The Trader will be entitled to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of the Portfolio’s or Subsidiary's assets, as applicable and that relationship will be communicated in writing by the Adviser to the Trader at the commencement of trading and at the point of any subsequent change in that relationship. If, at any time during the term of this Agreement, the Trader is required to aggregate the Portfolio’s assetsor Subsidiary's Commodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, the Trader will promptly notify the Adviser if the Portfolio’s/Subsidiary's positions are included in an aggregate amount which exceeds the applicable speculative position limit. If the speculative positions limits are reached in any Commodity Interest contract, the Trader will modify the trading of the Portfolio and Subsidiary, as applicable, and its other accounts in a reasonable and good faith effort to achieve an equitable treatment of all accounts. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Portfolio or Subsidiary given the Trader’s 's current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(g) The Trader, in connection with its rights and duties with respect to the Portfolio, Subsidiary and the Fund shall use the care, skill, prudence and diligence under the circumstances then prevailing that a person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. This paragraph shall be interpreted consistent with the provisions of Sections 17(i) and 36(b) of the 1940 Act.
(h) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party Adviser acknowledges that restricts, limits, or otherwise interferes with the ability performance of the Adviser to employ or engage any person or entity to provide investment advisory or Allocated Assets and of other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Subsidiary, the Portfolio or any other assets accounts managed by the AdviserTrader implementing the same, or a substantially similar, investment program will differ due to a variety of reasons, including, but not limited to, the investment policies, guidelines or restrictions; trading counterparties; degree of leverage; trading level changes; and fees and expense incurred.
(hi) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall promptly respond in a timely manner to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate relating directly to the Portfolio and/or Subsidiary. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the Board.
(ij) The Trader shall not have the power, discretion or responsibility to vote any proxies in connection with Commodity Interests in which the Allocated Assets may be invested, and the Adviser shall retain such responsibility.
(k) The Trader shall cooperate in a timely manner promptly and to the extent possible fully with the Adviser, the Portfolio, Subsidiary and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to the services provided by the Trader to the Portfolio or Subsidiary pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegateedelegate.
(jl) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf in respect of the Subsidiary Allocated Assets are the property of the Fund and will be surrendered promptly to the Fund upon requestrequest and subject to the confidentiality obligations set out in paragraph 15 hereof. The Trader further agrees to preserve for the periods, periods prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(km) The Trader shall, in a timely manner, shall promptly notify the Adviser of any financial condition that is likely to impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Subsidiary with respect to that portion of the Subsidiary’s assets allocated from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary and the Portfolio in relation to the Subsidiary set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader (together the “Requirements”), to the extent that the Requirements do not conflict with the Investment Approach (as defined in the Supplemental Trading Agreement. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire Subsidiary, and the Trader shall not be responsible in any way for the compliance of any assets of the Subsidiary, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any commodity interests, including futures contracts, options on futures contracts, forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the Subsidiary, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(b), however the Trader shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Subsidiary to comply with the Policies.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, provided, however, the orders are settled with a futures commission merchant with which the Subsidiary has an account.
(e) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”).
(i) The Trader shall use its reasonable efforts to cooperate with the Adviser to satisfy any compliance requirements that arise under applicable law, including any that the Adviser makes the Trader aware of that may arise because the Fund is registered under the 0000 Xxx.
(f) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The Trader will be entitled to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of the Subsidiary’s assets. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Subsidiary given the Trader’s current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(g) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Trader will waive enforcement of any non-non- compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Subsidiary, the Portfolio or any other assets managed by the Adviser.
(h) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall respond in a timely manner to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate directly to the Subsidiary. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the Board.
(i) The Trader shall cooperate in a timely manner and to the extent possible with the Adviser, the Subsidiary and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to the services provided by the Trader to the Subsidiary pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegatee.
(j) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf of the Subsidiary are the property of the Fund and will be surrendered promptly to the Fund upon request. The Trader further agrees to preserve for the periods, prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(k) The Trader shall, in a timely manner, notify the Adviser of any financial condition that is likely to impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [] CCP Core Macro Fund and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Subsidiary Series 10 and SP10 with respect to that portion of the Subsidiary’s assets allocated to Series 10 and SP10’s from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. To the extent the Allocated Assets are traded under SP10, the Trader acknowledges and agrees that SP10 is subject to the limitations set forth in paragraphs 1(a) and (b) above. To the extent the Allocated Assets are traded under Series 10, the Trader acknowledges and agrees that Series 10 is subject to the limitations set forth in paragraphs 2(a) and (b) above.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary Series 10 and SP10 in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary Company and Onshore LLC and the Portfolio in relation to the Subsidiary Company and Onshore LLC set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader Trader; (together ii) the “Requirements”), written instructions and directions received from the Adviser and the Fund as delivered; and (iii) all laws applicable to the extent that Company and Onshore LLC and the Requirements do not conflict with the Investment Approach (Trader’s duties under this Agreement, all as defined may be in the Supplemental Trading Agreementeffect from time to time. The foregoing are referred to below together as the “Policies.” ”. For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire SubsidiaryCompany or Onshore LLC, and the Trader shall not be responsible in any way for the compliance of any assets of the SubsidiaryCompany or Onshore LLC, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sellsell (including short sales), lend and otherwise trade in any commodity interests, including futures contracts, options on futures contractscontracts (selling uncovered options is not permitted), forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the SubsidiarySeries 10 and SP10, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(b3(b), however however, (i) the Trader shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Subsidiary Series 10 and/or SP10 to comply with the Policies, and (ii) upon notice to the Trader, the Adviser may effect in-kind redemptions with shareholders of the Portfolio with securities included within the Allocated Assets. For the avoidance of doubt and except as required by applicable law, Trader shall treat Series 10 and SP10 as separate entities for purpose of compliance with the Policies.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, ; provided, however, the orders are settled with a futures commission merchant or Foreign Exchange clearing broker with which the Subsidiary Series 10 or SP10, as applicable, has an account.
(ed) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”).
(ie) The Trader shall use has provided the Adviser with a true and complete copy of its reasonable efforts compliance policies and procedures pursuant to cooperate best practices for all CTAs registered with the Adviser Commodity Futures Trading Commission (“CFTC”) or, if applicable, Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”) (the “Trader Compliance Policies”). The Trader’s chief compliance officer (“Trader CCO”) shall provide to satisfy the Fund’s Chief Compliance Officer (“Fund CCO”) or his or her delegate promptly (and in no event in more than 10 business days) the following:
(i) a report of any compliance requirements that arise under applicable law, including any that the Adviser makes material changes to the Trader aware Compliance Policies;
(ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that may arise because have occurred in connection with the Trader Compliance Policies;
(iii) a summary report from the Trader CCO with respect to the annual review of the Trader Compliance Policies; and
(iv) an annual (or more frequently as the Fund is registered CCO may request) certification regarding the Trader’s compliance with Rule 206(4)-7 under the 0000 XxxAdvisers Act, if applicable, and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (iii).
(f) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Series 10 or SP10 as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Trader in the manner it considers to be most fair and equitable over time to Series 10 and/or SP10 and to its other accounts. In that connection, however, the Trader agrees that: (i) in rendering consulting, advisory and management services to other Commodity Interest trading accounts and entities, it will use its best efforts to achieve an equitable treatment of all accounts utilizing the same investment programme as the Allocated Assets and will use a fair and reasonable system of order entry for all accounts utilizing the same trading strategy as the Allocated Assets; and (ii) it will not deliberately use any trading strategies for Series 10 and/or SP10 which it or its principals know are inferior to those employed by other accounts using the same investment programme as the Allocated Assets. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The Trader will be entitled to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of the SubsidiarySeries 10 and/or SP10’s assets. The Trader currently believes assets as applicable and represents that such CFTC or exchanged imposed speculative limits relationship will not materially affect its trading recommendations or strategy for the Subsidiary given the Trader’s current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(g) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of communicated in writing by the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Subsidiary, the Portfolio or any other assets managed by the Adviser.
(h) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall respond in a timely manner to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate directly to the Subsidiary. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the Board.
(i) The Trader shall cooperate in a timely manner and to the extent possible with the Adviser, the Subsidiary and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to the services provided by the Trader to the Subsidiary pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegatee.
(j) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf of the Subsidiary are the property of the Fund and will be surrendered promptly to the Fund upon request. The Trader further agrees to preserve for the periods, prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(k) The Trader shall, in a timely manner, notify the Adviser of any financial condition that is likely to impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for at the commencement of trading and at the method point of moving toward full portfolio commitment for new accounts; (k) variation any subsequent change in fill prices; and (l) that relationship. If, at any time during the timing term of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assetsthis Agreement, the Trader is required to aggregate Series 10 and/or SP10’s Commodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, the Trader will promptly notify the Adviser if Series 10 and/or SP10’s positions are included in no respect making an aggregate amount which exceeds the applicable speculative position limit. If the speculative positions limits are reached in any guarantee Commodity Interest contract, the Trader will modify the trading instructions to Series 10 and/or SP10 as applicable and its other accounts in a reasonable and good faith effort to achieve an equitable treatment of profits or protections against loss.all
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Subsidiary Series 16 and SP16 with respect to that portion of the Subsidiary’s assets allocated to Series 16 and SP16 from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
. To the extent the Allocated Assets are traded under SP16, the Trader acknowledges and agrees that SP16 is subject to the limitations set forth in paragraphs 1 (a) and (b) above. To the extent the Allocated Assets are traded under Series 16, the Trader acknowledges and agrees that Series 16 is subject to the limitations set forth in paragraphs 2 (a) and (b) above. The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary Series 16 and SP16 in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary Company, the Onshore LLC and the Portfolio in relation to the Subsidiary Series 16 and SP16 set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader, provided that the Trader (together the “Requirements”), receives reasonable notice prior to the extent effective date of such policies or guidelines so that the Requirements do not conflict Trader may comply with them, (ii) the Investment Approach written instructions and directions received from the Adviser and the Fund as delivered; and (iii) all laws applicable to the Trader’s duties under this Agreement, all as defined may be in the Supplemental Trading Agreementeffect from time to time. The foregoing are referred to below together as the “Policies.” ”. For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire SubsidiaryOnshore LLC or Company, as applicable, and the Trader shall not be responsible in any way for the compliance of any assets of the SubsidiaryOnshore LLC or Company, other than the Allocated Assets, with the Policies. Subject to the foregoing, and provided that the Trader shall only trade financial instruments that are approved by the Adviser, and set out in Schedule B of the Supplemental Trading Agreement, in accordance with the Investment Program set out in Schedule A of the Supplemental Trading Agreement, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any commodity interests, including futures contracts, options on futures contractscontracts (selling uncovered options is not permitted), spot or forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the SubsidiarySeries 16 and/or SP16, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(bparagraph 3(a), however however, (i) the Trader shall, upon and in accordance with written instructions from the Adviser, Adviser effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Subsidiary Series 16 and/or SP16 to comply with the Policies, and (ii) upon reasonable prior notice to the Trader, the Adviser may effect in-kind redemptions with shareholders of the Portfolio with securities included within the Allocated Assets. For the avoidance of doubt and except as required by applicable law, the Trader shall treat Series 16 and SP16 as separate entities for purpose of compliance with the Policies.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(db) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any executing broker counterparty or futures commission merchant the Trader so chooses, provided, however, the orders are settled with a futures commission merchant or Foreign Exchange clearing broker with which the Subsidiary Series 16 and/or SP16 as applicable, has an account.
(ec) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”) pertaining to certain exemptions on prohibitions relating to the acquisition of securities of issuers engaged in securities related activities.
(d) The Trader has provided the Adviser with a true and complete copy and/or accurate summary of its compliance policies and procedures as required for CTAs registered with the Commodity Futures Trading Commission (“CFTC”) or, if the Trader is registered as an investment adviser with the Securities and Exchange Commission (the “SEC”)., Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”) (the “Trader Compliance Policies”). The Trader’s chief compliance officer (“Trader CCO”) shall provide to the Fund’s Chief Compliance Officer (“Fund CCO”) or his or her delegate promptly (and in no event in more than 10 business days from the date of request) the following reports and certifications to the extent that they relate to the services provided by the Trader to the Onshore LLC or Company, as applicable, with respect to the Allocated Assets:
(i) a report of any material changes to the Trader Compliance Policies;
(ii) a report of any “material compliance matters”, as defined by Rule 38a-1 under the 1940 Act, that have occurred in connection with the Trader Compliance Policies;
(iii) if the Trader is registered as an investment adviser with the SEC, an executive summary of the Trader CCO report with respect to the annual review of the Trader Compliance Policies (the “Trader CCO’s Report”) pursuant to Rule 206(4)-7 under the Advisers Act. The Trader agrees that the executive summary shall use its reasonable efforts to be a fair representation of the Trader’s CCO Report and that if the Fund CCO has follow up questions on the executive summary, the Trader CCO will cooperate with providing whatever additional information is requested; and
(iv) an annual (or more frequently as the Adviser to satisfy any Fund CCO may reasonably request) certification regarding the Trader’s compliance requirements that arise under applicable lawwith Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (iii) and, including any that the Adviser makes if the Trader aware of that may arise because is registered as an investment adviser with the SEC, an annual (or more frequently as the Fund is registered CCO may reasonably request) certification regarding the Trader’s compliance with Rule 206(4)-7 under the 0000 XxxAdvisers Act.
(fe) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Series 16 or SP16 as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. When executing orders for Series 16 and/or SP16 pursuant to this Agreement, the Trader will at all times comply with the Trader’s order execution and allocation policies, an extract of which is attached at Schedule C of the Supplemental Trading Agreement and comply with all applicable obligations regarding suitability and best execution. The Trader agrees that it will not deliberately use any trading strategies for Series 16 and/or SP16 which it or its principals know are inferior to those employed by other accounts using the same investment programme as the Allocated Assets. The Trader further agrees to be aware of the position limits imposed on it, on certain Commodity Interest contracts by the CFTC or applicable contract market. The If, at any time during the term of this Agreement, the Trader is required to aggregate Series 16 or SP16’s Commodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, the Trader will be entitled to use that portion of promptly notify the Adviser if Series 16 or SP16’s positions are included in an aggregate amount which exceeds the applicable speculative position limit. If the speculative positions limits that bears are reached in any Commodity Interest contract, the same relationship that Trader will modify the Allocated Assets bears trading of Series 16 and/or SP16 as applicable and its other accounts in a reasonable and good faith effort to achieve a fair treatment of all of the Subsidiary’s assetsaccounts. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Subsidiary Series 16 or SP16 given the Trader’s 's current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(f) The Trader, in connection with its rights and duties with respect to Series 16, SP16 and the Fund shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
(g) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Subsidiary, the Portfolio or any other assets managed by the Adviser.
(h) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) dailydaily (on each business day), weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, upon and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall promptly respond in a timely manner to reasonable requests by the Adviser, the Administrator, and the Fund CCO or their delegates delegates, provided they are subject to applicable confidentiality obligations, for copies of the pertinent books and records that are maintained by the Trader and relate relating directly to the SubsidiarySeries 16 and/or SP16. The Trader shall also provide the Adviser with such other information and reportsreports relating to Series 16 and/or SP16, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the BoardBoard relating to Series 16 and/or SP16.
(i) The Trader shall not have the power, discretion or responsibility to vote any proxies in connection with Commodity Interests in which the Allocated Assets may be invested, and the Adviser shall retain such responsibility.
(j) The Trader shall cooperate in a timely manner promptly and to the extent possible fully with the Adviser, the Subsidiary Company, the Onshore LLC and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary Company, the Onshore LLC, Series 16, SP16 or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to the services provided by the Trader to the Subsidiary Series 16 or SP16 pursuant to this Agreement. The To the extent permitted by applicable law, regulation and court order, the Trader shall provide (i) such notification within a reasonable period after receiving the correspondence. The Trader shall ; and (ii) provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegateedelegate.
(jk) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf in respect of the Subsidiary Portfolio, Series 16 and /or SP16 are the property of the Fund and will be surrendered promptly to the Fund upon requestrequest and subject to the confidentiality obligations set out in paragraph 17 hereof. The Trader further agrees to preserve for the periods, periods prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(kl) The Trader shall, in a timely manner, shall promptly notify the Adviser of any financial condition that is likely to could materially impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Portfolio and to the Subsidiary with respect to that portion of the Portfolio’s assets and/or the Subsidiary’s assets assets, as applicable, allocated from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and and, save as otherwise disclosed to the Adviser, in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary and the Portfolio in relation to the Subsidiary set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader , (together ii) the “Requirements”), written instructions and directions received from the Adviser and the Fund as delivered; and (iii) all federal and state laws applicable to the extent Trader in performing its duties under this Agreement, all as may be in effect from time to time provided that the Requirements do not conflict Trader shall bear no responsibility or liability for failure to comply with any objective, policy, restriction, guideline, procedures, instruction or direction referenced in this paragraph or any amendment or supplement thereto until the Investment Approach (as defined in the Supplemental Trading AgreementTrader has received and had a reasonable opportunity to review such objective, policy, restriction, guideline, procedures, instruction or direction. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire SubsidiaryPortfolio, and the Trader shall not be responsible in any way for the compliance of any assets of the SubsidiaryPortfolio, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sellsell (including short sales), lend and otherwise trade in any commodity interests, including futures contracts, options on futures contractscontracts (selling uncovered options is not permitted), spot or forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the Portfolio and/or Subsidiary, as applicable, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(b), however however, (i) the Trader shall, upon and in accordance with written instructions from the AdviserAdviser and subject to paragraph 7(g) of the Supplemental Trading Agreement, effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Portfolio and/or Subsidiary to comply with the Policies, and (ii) upon notice to the Trader, the Adviser may effect in-kind redemptions with shareholders of the Portfolio with securities included within the Allocated Assets.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, provided, however, the orders are settled with a futures commission merchant or Foreign Exchange clearing broker with which the Subsidiary Portfolio or Subsidiary, as applicable, has an account.
(ed) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA Commodity Trading Advisor ("CTA") to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”) (for the avoidance of doubt, given the nature of the Commodity Interests to be traded by the Trader as at the date of this Agreement, Rule 12d3-1 does not apply).
(ie) The Trader shall use has provided the Adviser with a true and complete copy and/or accurate summary of its reasonable efforts compliance policies and procedures pursuant to cooperate best practices for all CTAs registered with the Adviser Commodity Futures Trading Commission (“CFTC”) or, if applicable, Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”) (the “Trader Compliance Policies”). The Trader’s chief compliance officer (“Trader CCO”) shall provide to satisfy the Fund’s Chief Compliance Officer (“Fund CCO”) or his or her delegate using the following email address: Xxxxx&xxxxxxxxxx@xxxxxxxxxxxx.xxx (or any compliance requirements other email address provided in writing and expressed to be for this purpose) promptly (and in no event in more than 10 business days) the following reports and certifications to the extent that arise under applicable law, including any that they relate to the Adviser makes services provided by the Trader aware with respect to the Allocated Assets:
(i) a report of any material changes to the Trader Compliance Policies;
(ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that may arise because have occurred in connection with the Trader Compliance Policies; and
(iii) an annual (or more frequently as the Fund is registered CCO may reasonably request) certification regarding the Trader’s compliance with Rule 206(4)-7 under the 0000 XxxAdvisers Act, if applicable, and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (ii).
(f) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Portfolio as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Trader in the manner it considers to be most fair and equitable over time to the Portfolio and to its other accounts. In that connection, however, the Trader agrees that: (i) in rendering consulting, advisory and management services to other Commodity Interest trading accounts and entities, it will take all reasonable steps to achieve an equitable treatment of all accounts utilizing the same investment programme as the Allocated Assets and will use a fair and reasonable system of order entry for all accounts utilizing the same trading strategy as the Allocated Assets; and (ii) it will not deliberately use any trading strategies for the Portfolio or Subsidiary which it or its principals know are inferior to those employed by other accounts using the same investment programme as the Allocated Assets. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The If, at any time during the term of this Agreement, the Trader is required to aggregate the Portfolio’s or Subsidiary's Commodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, the Trader will be entitled to use that portion promptly notify the Adviser if the Portfolio’s/Subsidiary's positions are included in an aggregate amount which exceeds the applicable speculative position limit. If the speculative positions limits are reached in any Commodity Interest contract, the Trader will modify the trading of the applicable position limits that bears the same relationship that the Allocated Assets bears Portfolio and Subsidiary, as applicable, and its other accounts in a reasonable and good faith effort to achieve an equitable treatment of all of the Subsidiary’s assetsaccounts. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Portfolio or Subsidiary given the Trader’s 's current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(g) The Trader, in connection with its rights and duties with respect to the Portfolio, Subsidiary and the Fund shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
(h) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Save any ordinary course employment restrictions, the Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and and, save for any ordinary course employment restrictions, the Trader will not knowingly become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Subsidiary, the Portfolio or any other assets managed by the Adviser.
(hi) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall promptly respond in a timely manner to reasonable requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate relating directly to the Portfolio and/or Subsidiary. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession reasonably requested by or required to be delivered to the Board.
(ij) Unless otherwise instructed by the Adviser, the Trader shall not have the power, discretion or responsibility to vote any proxies in connection with Commodity Interests in which the Allocated Assets may be invested, and the Adviser shall retain such responsibility.
(k) The Trader shall cooperate in a timely manner promptly and to the extent possible fully with the Adviser, the Portfolio, Subsidiary and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to specifically concern the services provided by the Trader to the Portfolio or Subsidiary pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegateedelegate.
(jl) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf of the Subsidiary Allocated Assets are the property of the Fund and will be surrendered promptly to the Fund upon requestrequest and subject to the confidentiality obligations set out in paragraph 15 hereof. The Trader further agrees to preserve for the periods, periods prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(km) The Trader shall, in a timely manner, shall promptly notify the Adviser of any financial condition that is likely to could materially impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Subsidiary Series 9 and SP9 with respect to that portion of the Subsidiary’s assets allocated to Series 9 and SP9 from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
. To the extent the Allocated Assets are traded under SP9, the Trader acknowledges and agrees that SP9 is subject to the limitations set forth in paragraphs 1 (a) and (b) above. To the extent the Allocated Assets are traded under Series 9, the Trader acknowledges and agrees that Series 9 is subject to the limitations set forth in paragraphs 2 (a) and (b) above. The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary Series 9 and SP9 in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary Company, the Onshore LLC and the Portfolio in relation to the Subsidiary Series 9 and SP9 set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any reasonable additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader, provided that the Trader is afforded a reasonable period of time to comply with, and is capable of complying with, such additional policies or guidelines (together ii) the “Requirements”), written instructions and directions received from the Adviser and the Fund as delivered in accordance with and subject to this Agreement; and (iii) all laws applicable to the extent that the Requirements do not conflict with the Investment Approach (Trader’s duties under this Agreement, all as defined may be in the Supplemental Trading Agreementeffect from time to time. The foregoing are referred to below together as the “Policies.” ”. For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire SubsidiaryOnshore LLC or Company, as applicable, and the Trader shall not be responsible in any way for the compliance of any assets of the SubsidiaryOnshore LLC or Company, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any commodity interests, including futures contracts, options on futures contractscontracts (selling uncovered options is not permitted), spot or forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the SubsidiarySeries 9 and/or SP9, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(bparagraph 3(a), however however, (i) the Trader shall, upon and in accordance with written instructions from the Adviser, Adviser effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Subsidiary Series 9 and/or SP9 to comply with the Policies, and (ii) upon reasonable advance written notice to the Trader, the Adviser may effect in-kind redemptions with shareholders of the Portfolio with securities included within the Allocated Assets. For the avoidance of doubt and except as required by applicable law, the Trader shall treat Series 9 and SP9 as separate entities for purpose of compliance with the Policies.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(db) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any executing broker counterparty or futures commission merchant the Trader so chooses, provided, however, the orders are settled with an approved counterparty or a futures commission merchant or Foreign Exchange clearing broker with which the Subsidiary Series 9 and/or SP9 as applicable, has an account. Each of the Company and the Onshore LLC recognizes that the Trader has no responsibility for the proper execution of orders or for any other act or failure to act by the Broker or any other broker or dealer or other party having custody of the assets of Series 9 and/or SP9. However, the Trader shall notify the Adviser as soon as reasonably practicable following discovery of any order or trade which the Trader believes was not executed in accordance with the Trader’s instructions to any other executing broker or dealer.
(ec) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”) pertaining to certain exemptions on prohibitions relating to the acquisition of securities of issuers engaged in securities related activities.
(d) The Trader has provided the Adviser with a true and complete copy and/or accurate summary of its compliance policies and procedures as required for CTAs registered with the Commodity Futures Trading Commission (“CFTC”) or, if applicable, Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”) (the “Trader Compliance Policies”).. The Trader’s chief compliance officer (“Trader CCO”) shall provide to the Fund’s Chief Compliance Officer (“Fund CCO”) or his or her delegate promptly (and in no event in more than 10 business days from the date of request) the following reports and certifications to the extent that they relate to the services provided by the Trader to the Onshore LLC or Company, as applicable, with respect to the Allocated Assets:
(i) a report of any material changes to the Trader Compliance Policies;
(ii) a report of any “material compliance matters”, as defined by Rule 38a-1 under the 1940 Act, that have occurred in connection with the Trader Compliance Policies;
(iii) an executive summary of the Trader CCO report with respect to the annual review of the Trader Compliance Policies (the “Trader CCO’s Report”) pursuant to Rule 206(4)-7 under the Advisers Act, if applicable. The Trader agrees that the executive summary shall use its reasonable efforts to be a fair representation of the Trader’s CCO Report and that if the Fund CCO has follow up questions on the executive summary, the Trader CCO will cooperate with the Adviser to satisfy any compliance requirements that arise under applicable law, including any that the Adviser makes the Trader aware of that may arise because providing whatever additional information is requested; and
(iv) an annual (or more frequently as the Fund is registered CCO may reasonably request) certification regarding the Trader’s compliance with Rule 206(4)-7 under the 0000 Xxx.
Advisers Act, if applicable, and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (fi) – (iii). The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Series 9 or SP9 as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. When executing orders for Series 9 and/or SP9 pursuant to this Agreement, the Trader will at all times comply with the Trader’s order execution and allocation policies, an extract of which is attached at Schedule C of the Supplemental Trading Agreement and comply with all applicable obligations regarding suitability and best execution. The Trader agrees that it will not deliberately use any trading strategies for Series 9 and/or SP9 which it or its principals know are inferior to those employed by other accounts using the same investment programme as the Allocated Assets. The Trader further agrees to be aware of the position limits imposed on it, on certain Commodity Interest contracts by the CFTC or applicable contract market. The If, at any time during the term of this Agreement, the Trader is required to aggregate Series 9 or SP9’s Commodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, the Trader will be entitled to use that portion of promptly notify the Adviser if Series 9 or SP9’s positions are included in an aggregate amount which exceeds the applicable speculative position limit. If the speculative positions limits that bears are reached in any Commodity Interest contract, the same relationship that Trader will modify the Allocated Assets bears trading of Series 9 and/or SP9 as applicable and its other accounts in a reasonable and good faith effort to achieve fair treatment of all of the Subsidiary’s assetsaccounts. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Subsidiary Series 9 or SP9 given the Trader’s 's current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(ge) The Trader, in connection with its rights and duties with respect to Series 9, SP9 and the Fund shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
(f) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not materially impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Subsidiary, the Portfolio or any other assets managed by the Adviser.
(hg) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) dailydaily (on each business day), weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, upon and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Subject to applicable law, regulation, court order and appropriate confidentiality obligations, the Trader shall promptly respond in a timely manner to reasonable requests by the Adviser, the Administrator, and the Fund CCO or their delegates delegates, provided they are subject to applicable confidentiality obligations, for copies of the pertinent books and records that are maintained by the Trader and relate relating directly to the SubsidiarySeries 9 and/or SP9. The Trader shall also provide the Adviser with such other information and reportsreports relating to Series 9 and/or SP9, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession reasonably requested by or reasonably required to be delivered to the BoardBoard relating to Series 9 and/or SP9, subject in each case to applicable confidentiality requirements.
(h) The Trader shall not have the power, discretion or responsibility to vote any proxies in connection with Commodity Interests in which the Allocated Assets may be invested, and the Adviser shall retain such responsibility.
(i) The Trader shall cooperate in a timely manner promptly and to the extent possible fully with the Adviser, the Subsidiary Company, the Onshore LLC and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary Company, the Onshore LLC, Series 9, SP9 or the Adviser brought by any governmental or regulatory authorities. The Subject to applicable law, regulation and court order and subject to applicable confidentiality obligations, the Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to the services provided by the Trader to the Subsidiary Series 9 or SP9 pursuant to this Agreement. The To the extent permitted by applicable law, regulation and court order and subject to applicable confidentiality obligations, the Trader shall provide (i) such notification within a reasonable period after receiving the correspondence. The Trader shall ; and (ii) provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegateedelegate.
(j) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf in respect of the Subsidiary Portfolio, Series 9 and /or SP9 are the property of the Fund and will be surrendered promptly to the Fund upon requestrequest and subject to the confidentiality obligations set out in paragraph 17 hereof. The Trader further agrees to preserve for the periods, periods prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(k) The Trader shall, in a timely manner, shall promptly notify the Adviser of any financial condition that is likely to could materially impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Portfolio and the Subsidiary with respect to that portion of the Portfolio’s assets and/or the Subsidiary’s assets assets, respectively, allocated from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary Portfolio and the Subsidiary, as applicable, in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and save as otherwise disclosed to the Adviser in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary and the Portfolio in relation to the Subsidiary set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) to the extent that such materials have been furnished in writing to the Trader Trader, (together ii) the “Requirements”), written instructions and directions received from the Adviser and the Fund as delivered; and (iii) all federal and state laws applicable to the extent that Subsidiary and the Requirements do not conflict with the Investment Approach (Trader’s duties under this Agreement, all as defined may be in the Supplemental Trading Agreementeffect from time to time. The foregoing are referred to below together as the “Policies.” ”. For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire SubsidiaryPortfolio, and the Trader shall not be responsible in any way for the compliance of any assets of the SubsidiaryPortfolio, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sellsell (including short sales), lend and otherwise trade in any commodity interests, including futures contracts, options on futures contractscontracts (selling uncovered options is not permitted), forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the Portfolio and/or Subsidiary, as applicable, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(b), however however, (i) the Trader shall, upon and in accordance with written instructions from the Adviser, Adviser effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Portfolio and/or the Subsidiary to comply with the Policies, and (ii) upon prior written notice to the Trader, the Adviser may effect in-kind redemptions with shareholders of the Portfolio with securities included within the Allocated Assets.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, provided, however, the orders are settled with a futures commission merchant or Foreign Exchange clearing broker with which the Subsidiary Portfolio or Subsidiary, as applicable, has an account.
(ed) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”).
(ie) The Trader shall use has provided the Adviser with a true and complete copy of its reasonable efforts compliance policies and procedures pursuant to cooperate best practices for all CTAs registered with the Adviser Commodity Futures Trading Commission (“CFTC”) or, if applicable, Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”) (the “Trader Compliance Policies”). Such Trader Compliance Policies shall be provided via a non-printable password-protected site for a certain period for the Adviser’s review. The Trader’s chief compliance officer (“Trader CCO”) shall provide to satisfy the Fund’s Chief Compliance Officer (“Fund CCO”) or his or her delegate promptly (and in no event in more than 10 business days) the following:
(i) a report of any compliance requirements that arise under applicable law, including any that the Adviser makes material changes to the Trader aware Compliance Policies;
(ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that may arise because have occurred in connection with the Trader Compliance Policies;
(iii) a summary report from the Trader CCO with respect to the annual review of the Trader Compliance Policies; and
(iv) an annual (or more frequently as the Fund is registered CCO may request) certification regarding the Trader’s compliance with Rule 206(4)-7 under the 0000 XxxAdvisers Act, if applicable, and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (iii).
(f) the request of the Adviser, the Trader will review with the Adviser its policies and procedures adopted and maintained in accordance with Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”).
(g) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Portfolio or Subsidiary, as applicable, as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Trader in the manner it considers to be most fair and equitable over time to the Portfolio or the Subsidiary, as applicable, and to its other accounts. In that connection, however, the Trader agrees that: (i) in rendering consulting, advisory and management services to other Commodity Interest trading accounts and entities, it will use its best efforts to achieve an equitable treatment of all accounts utilizing the same investment programme as the Allocated Assets and will use a fair and reasonable system of order entry for all accounts utilizing the same trading strategy as the Allocated Assets; and (ii) it will not deliberately use any trading strategies for the Subsidiary which it or its principals know are inferior to those employed by other accounts using the same investment programme as the Allocated Assets. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The Trader will be entitled to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of the Portfolio’s or Subsidiary's assets, as applicable and that relationship will be communicated in writing by the Adviser to the Trader at the commencement of trading and at the point of any subsequent change in that relationship. If, at any time during the term of this Agreement, the Trader is required to aggregate the Portfolio’s assetsor the Subsidiary's Commodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, the Trader will promptly notify the Adviser if the Portfolio’s or the Subsidiary's positions are included in an aggregate amount which exceeds the applicable speculative position limit. If the speculative positions limits are reached in any Commodity Interest contract, the Trader will modify the trading instructions to the Portfolio and Subsidiary, as applicable and its other accounts in a reasonable and good faith effort to achieve an equitable treatment of all accounts. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Portfolio or Subsidiary given the Trader’s 's current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(gh) The Trader, in connection with its rights and duties with respect to the portfolio, Subsidiary and the Fund shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
(i) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Subsidiary, the Portfolio or any other assets managed by the Adviser.
(hj) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall promptly respond in a timely manner to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate relating directly to the Portfolio and/or Subsidiary. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the Board.
(ik) Unless otherwise instructed by the Adviser, the Trader shall not have the power, discretion or responsibility to vote any proxies in connection with Commodity Interests in which the Allocated Assets may be invested, and the Adviser shall retain such responsibility.
(l) The Trader shall cooperate in a timely manner promptly and to the extent possible fully with the Adviser, the the Portfolio, the Subsidiary and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in final written correspondence to the Trader and that relate to the services provided by the Trader to the Portfolio or the Subsidiary pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the final written correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegateedelegate.
(jm) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records Assets required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, . Records that are prepared or maintained by the Trader on behalf in respect of the Subsidiary Allocated Assets are the property of the Fund Fund, and the Trader will be surrendered provide copies of such records (or originals where required by law) promptly to the Fund upon request. The Trader further agrees to preserve such records for the periods, periods prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, Act and/or by the CFTC.
(kn) The Trader shall, in a timely manner, shall promptly notify the Adviser of any financial condition that is likely to impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Subsidiary Series 8 and SP 8 with respect to that portion of the Subsidiary’s assets allocated to Series 8 and SP8 from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. To the extent the Allocated Assets are traded under SP8, the Trader acknowledges and agrees that SP8 is subject to the limitations set forth in paragraphs 1(a) and (b) above. To the extent the Allocated Assets are traded under Series 8, the Trader acknowledges and agrees that Series 8 is subject to the limitations set forth in paragraphs 2(a) and (b) above. For the avoidance of doubt from the Effective Date until the date that this Agreement is terminated in accordance with the provisions of paragraph 12, the Trader shall be the sole person or entity appointed by the Adviser to act as a CTA to Series 8 and SP8.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary Series 8 and SP8 in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Applicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary Company and the Onshore LLC and the Portfolio in relation to the Subsidiary Company and Onshore LLC set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader (together the “Requirements”), to the extent that the Requirements do not conflict with the Investment Approach (as defined in the Supplemental Trading Agreement. The foregoing are referred to below together as the “Policies.” For the purpose of clarification each of the foregoing items in this section 1(b)(iv) shall be furnished in writing to the Trader. For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire SubsidiaryCompany and/or Onshore LLC, and the Trader shall not be responsible in any way for the compliance of any assets of the SubsidiaryCompany and/or Onshore LLC, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any commodity interests, including futures contracts, options on futures contracts, over-the-counter foreign exchange spot and/or forward contracts, options on over-the-counter foreign exchange spot and/or forward contracts, forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the SubsidiarySeries 8 and SP8, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(b), however however, the Trader shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Subsidiary Series 8 and/or SP8 to comply with the Policies. For the avoidance of doubt and except as required by applicable law, Trader shall treat Series 8 and SP8 as separate entities for purpose of compliance with the Policies.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, ; provided, however, the orders are settled with a futures commission merchant with which the Subsidiary Series 8 or SP8 as applicable has an account.
(e) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”).
(i) The Trader shall use its reasonable efforts to cooperate with the Adviser to satisfy any compliance requirements that arise under applicable law, including any that the Adviser makes the Trader aware of that may arise because the Fund is registered under the 0000 Xxx.
(f) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Series 8 or SP8 as applicable as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The Trader will be entitled to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of the SubsidiarySeries 8 or SP8’s assetsassets (as applicable). The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Subsidiary Series 8 or SP8 given the Trader’s current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(g) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the SubsidiarySeries 8, SP8, the Portfolio or any other assets managed by the Adviser.
(h) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall respond in a timely manner to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate directly to the SubsidiarySeries 8, or SP8. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the Board.
(i) The Trader shall cooperate in a timely manner and to the extent possible with the Adviser, the Subsidiary Series 8, SP8 and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary Series 8, SP8 or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies material inadequacy and/or violation of applicable laws and/or regulations that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to the services provided by the Trader to the Subsidiary Series 8 and/or SP8 pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegatee.
(j) The Trader shall maintain separate detailed all books and records of all matters pertaining to the Allocated AssetsAssets as required by the Commodity Exchange Act and/or CFTC regulations, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf in respect of the Subsidiary Allocated Assets are the property of the Fund and will be surrendered promptly to the Fund upon request. The Trader further agrees to preserve for the periods, prescribed in Rule 31a-2 under the 1940 Act Act, the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(k) The Trader shall, in a timely manner, notify the Adviser of any financial condition that is likely to impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary Series 8 and SP 8 each affirm that it has reviewed the Prospectus of [[ ] and acknowledge all risk warnings and other information set out therein.
(m) The Adviser Series 8 and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary SP8 each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Subsidiary with respect to that portion of the Subsidiary’s assets allocated from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary and the Portfolio in relation to the Subsidiary set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader (together the “Requirements”), to the extent that the Requirements do not conflict with the Investment Approach (as defined in the Supplemental Trading Agreement. The foregoing are referred to below together as the “Policies.” As part of these Requirements, the Trader is treating any physically settled futures contract as a cash settled futures contract upon the Adviser’s representation that such actions do not violate the asset segregation rules under the Investment Company Act of 1940; For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire Subsidiary, and the Trader shall not be responsible in any way for the compliance of any assets of the Subsidiary, other than the Allocated Assets, with the Policies. Notwithstanding anything to the contrary in this Agreement, the Adviser acknowledges and agrees (i) that the required margin posting at the Subsidiary level for the Trader’s trading may exceed the amount of Allocated Assets allocated to Trader, (ii) that such excess will not in itself be considered lack of compliance with the Requirements and (iii) that the Trader shall not be held liable for any costs or losses incurred in the event that the Subsidiary requires certain positions of the Trader to be liquidated due to a shortage of available assets. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any commodity interests, including futures contracts, options on futures contracts, forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the Subsidiary, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(b), however the Trader shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Subsidiary as a whole to comply with the Policies.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, provided, however, the orders are settled with a futures commission merchant with which the Subsidiary has an account.
(e) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”).
(i) The Trader shall use its reasonable efforts to cooperate with the Adviser to satisfy any compliance requirements that arise under applicable law, including any that the Adviser makes the Trader aware of that may arise because the Fund is registered under the 0000 Xxx.
(f) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The Trader will be entitled to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of the Subsidiary’s assets. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Subsidiary given the Trader’s current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(g) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Subsidiary, the Portfolio or any other assets managed by the Adviser.
(h) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall respond in a timely manner to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate directly to the Subsidiary. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the Board.
(i) The Trader shall cooperate in a timely manner and to the extent possible with the Adviser, the Subsidiary and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to the services provided by the Trader to the Subsidiary pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegatee.
(j) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf of the Subsidiary are the property of the Fund and will be surrendered promptly to the Fund upon request. The Trader further agrees to preserve for the periods, prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(k) The Trader shall, in a timely manner, notify the Adviser of any financial condition that is likely to impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Subsidiary Series 12 and SPC 12 with respect to that portion of the Subsidiary’s assets allocated to Series 12 and SPC 12’s from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. To the extent the Allocated Assets are traded under SPC 12, the Trader acknowledges and agrees that SPC 12 is subject to the limitations set forth in paragraphs 1 (a) and (b) above. To the extent the Allocated Assets are traded under Series 12, the Trader acknowledges and agrees that Series 12 is subject to the limitations set forth in paragraphs 2 (a) and (b) above.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary Series 12 and SPC 12 in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary Series 12, SPC 12 and the Portfolio in relation to the Subsidiary Onshore LLC and the Company set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that ), all of which have been furnished in writing to the Trader Trader, (together ii) the “Requirements”), written instructions and directions received from the Adviser and the Fund as delivered; and (iii) all laws applicable to the extent that Onshore LLC and the Requirements do not conflict with Company and the Investment Approach (Trader’s duties under this Agreement, all as defined may be in the Supplemental Trading Agreementeffect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire SubsidiaryOnshore LLC or Company, and the Trader shall not be responsible in any way for the compliance of any assets of the SubsidiaryOnshore LLC or Company, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any commodity interests, including futures contracts, options on futures contracts, forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the SubsidiarySeries 12 and/or SPC 12, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(bparagraph 3(b), however however, (i) the Trader shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Subsidiary Onshore LLC and/or Company to comply with the Policies, and (ii) upon notice to the Trader, the Adviser may effect in-kind redemptions with shareholders of the Portfolio with securities included within the Allocated Assets. For the avoidance of doubt and except as required by applicable law, Trader shall treat Series 12 and SPC 12 as separate entities for purpose of compliance with the Policies.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any executing broker, counterparty or futures commission merchant the Trader so chooses, provided, however, the orders are settled with a an approved counterparty or futures commission merchant (“Broker”) with which the Subsidiary Series 12 and/or SPC 12 as applicable, has an account.
(ed) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”).
(ie) The Trader has provided the Adviser with a true and complete copy of its compliance policies and procedures pursuant to best practices for all CTAs registered with the Commodity Futures Trading Commission (“CFTC”) or, if applicable, Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”) (the “Trader Compliance Policies”). The Trader’s chief compliance officer (“Trader CCO”) shall use its reasonable efforts provide to the Fund’s Chief Compliance Officer (“Fund CCO”) or his or her delegatee promptly (and in no event in more than 10 business days) the following:
i. a report of any material changes to the Trader Compliance Policies;
ii. a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that have occurred in connection with the Trader Compliance Policies;
iii. an executive summary of the Trader CCO’s report with respect to the annual review of the Trader Compliance Policies (the “Trader CCO’s Report”) pursuant to Rule 206(4)-7 under the Advisers Act, if applicable. The Trader agrees that the executive summary shall be a fair representation of the Trader’s CCO Report and that if the Fund CCO has follow up questions on the executive summary, the Trader CCO will cooperate with the Adviser to satisfy any compliance requirements that arise under applicable law, including any that the Adviser makes the Trader aware of that may arise because providing whatever additional information is requested; and
iv. an annual (or more frequently as the Fund is registered CCO may request) certification regarding the Trader’s compliance with Rule 206(4)-7 under the 0000 XxxAdvisers Act, if applicable, and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (iii).
(f) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Series 12 and/or SPC 12 as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. In such event, allocation of Commodity Interests so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Trader in the manner it considers to be most fair and equitable over time to Series 12 and/or SPC 12 and to its other accounts. In that connection, however, the Trader agrees that: (i) in rendering consulting, advisory and management services to other Commodity Interest trading accounts and entities, it will use its best efforts to achieve an equitable treatment of all accounts and will use a fair and reasonable system of order entry for all accounts; and (ii) it will not deliberately use any trading strategies for Series 12 and/or SPC 12 which it or its principals know are inferior to those employed by other accounts. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The Trader will be entitled to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of Series 12 and/or SPC 12 assets, as applicable, and that relationship will be communicated in writing by the SubsidiaryAdviser to the Trader at the commencement of trading and at the point of any subsequent change in that relationship. If, at any time during the term of this Agreement, the Trader is required to aggregate Series 12 and/or SPC 12’s assetsCommodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, the Trader will promptly notify the Adviser if Series 12 and/or SPC 12’s positions are included in an aggregate amount which exceeds the applicable speculative position limit. If the speculative positions limits are reached in any Commodity Interest contract, the Trader will modify the trading instructions to Series 12 and/or SPC 12 as applicable and its other accounts in a reasonable and good faith effort to achieve an equitable treatment of all accounts. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Subsidiary Series 12 and/or SPC 12 given the Trader’s 's current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(g) The Trader, in connection with its rights and duties with respect to Series 12 and/or SPC 12 and the Fund shall use the care, skill, prudence and diligence under the circumstances then prevailing that a person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. This paragraph shall be interpreted consistent with the provisions of Sections 17(i) and 36(b) of the 1940 Act.
(h) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party Adviser acknowledges that restricts, limits, or otherwise interferes with the ability performance of the Adviser to employ or engage any person or entity to provide investment advisory or Allocated Assets and of other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Subsidiary, the Portfolio or any other assets accounts managed by the AdviserTrader implementing the same, or a substantially similar, investment program will differ due to a variety of reasons, including, but not limited to, the investment policies, guidelines or restrictions; trading counterparties; degree of leverage; trading level changes; and fees and expense incurred.
(hi) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall promptly respond in a timely manner to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate relating directly to the SubsidiarySeries 12 and/or SPC 12. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the Board.
(ij) The Trader shall not have the power, discretion or responsibility to vote any proxies in connection with Commodity Interests in which the Allocated Assets may be invested, and the Adviser shall retain such responsibility.
(k) The Trader shall cooperate in a timely manner promptly and to the extent possible fully with the Adviser, the Subsidiary Company, the Onshore LLC and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary Company, the Onshore LLC or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to the services provided by the Trader to the Subsidiary Series 12 and SPC 12 pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegatee.
(jl) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf of the Subsidiary Portfolio, Series 12 and/or SPC 12 are the property of the Fund and will be surrendered promptly to the Fund upon request. The Trader further agrees to preserve for the periods, prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(km) The Trader shall, in a timely manner, shall promptly notify the Adviser of any financial condition that is likely to impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Portfolio and to the Subsidiary with respect to that portion of the Portfolio’s assets and/or the Subsidiary’s assets assets, as applicable, allocated from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary Portfolio and the Subsidiary, as applicable, in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and and, save as otherwise disclosed to the Adviser, in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary and the Portfolio in relation to the Subsidiary set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader , (together ii) the “Requirements”), written instructions and directions received from the Adviser and the Fund as delivered; and (iii) all federal and state laws applicable to the extent Trader in performing its duties under this Agreement, all as may be in effect from time to time provided that the Requirements do not conflict Trader shall bear no responsibility or liability for failure to comply with any objective, policy, restriction, guideline, procedures, instruction or direction referenced in this paragraph or any amendment or supplement thereto until the Investment Approach (as defined in the Supplemental Trading AgreementTrader has received and had a reasonable opportunity to review such objective, policy, restriction, guideline, procedures, instruction or direction. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire SubsidiaryPortfolio, and the Trader shall not be responsible in any way for the compliance of any assets of the SubsidiaryPortfolio, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sellsell (including short sales), lend and otherwise trade in any commodity interests, including futures contracts, options on futures contractscontracts (selling uncovered options is not permitted), spot or forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the Portfolio and/or Subsidiary, as applicable, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(b), however however, (i) the Trader shall, upon and in accordance with written instructions from the AdviserAdviser and subject to paragraph 7(g) of the Supplemental Trading Agreement, effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Portfolio and/or Subsidiary to comply with the Policies, and (ii) upon notice to the Trader, the Adviser may effect in-kind redemptions with shareholders of the Portfolio with securities included within the Allocated Assets.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, provided, however, the orders are settled with a futures commission merchant or Foreign Exchange clearing broker with which the Subsidiary Portfolio or Subsidiary, as applicable, has an account.
(ed) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA Commodity Trading Advisor ("CTA") to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”) (for the avoidance of doubt, given the nature of the Commodity Interests to be traded by the Trader as at the date of this Agreement, Rule 12d3-1 does not apply).
(ie) The Trader shall use has provided the Adviser with a true and complete copy and/or accurate summary of its reasonable efforts compliance policies and procedures pursuant to cooperate best practices for all CTAs registered with the Adviser Commodity Futures Trading Commission (“CFTC”) or, if applicable, Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”) (the “Trader Compliance Policies”). The Trader’s chief compliance officer (“Trader CCO”) shall provide to satisfy the Fund’s Chief Compliance Officer (“Fund CCO”) or his or her delegate using the following email address: Xxxxx&xxxxxxxxxx@xxxxxxxxxxxx.xxx (or any compliance requirements other email address provided in writing and expressed to be for this purpose) promptly (and in no event in more than 10 business days) the following reports and certifications to the extent that arise under applicable law, including any that they relate to the Adviser makes services provided by the Trader aware with respect to the Allocated Assets:
(i) a report of any material changes to the Trader Compliance Policies;
(ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that may arise because have occurred in connection with the Trader Compliance Policies; and
(iii) an annual (or more frequently as the Fund is registered CCO may reasonably request) certification regarding the Trader’s compliance with Rule 206(4)-7 under the 0000 XxxAdvisers Act, if applicable, and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (ii).
(f) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Portfolio or the Subsidiary, as applicable, as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Trader in the manner it considers to be most fair and equitable over time to the Portfolio or the Subsidiary, as applicable, and to its other accounts. In that connection, however, the Trader agrees that: (i) in rendering consulting, advisory and management services to other Commodity Interest trading accounts and entities, it will take all reasonable steps to achieve an equitable treatment of all accounts utilizing the same investment programme as the Allocated Assets and will use a fair and reasonable system of order entry for all accounts utilizing the same trading strategy as the Allocated Assets; and (ii) it will not deliberately use any trading strategies for the Portfolio or Subsidiary which it or its principals know are inferior to those employed by other accounts using the same investment programme as the Allocated Assets. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The If, at any time during the term of this Agreement, the Trader is required to aggregate the Portfolio’s or Subsidiary's Commodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, the Trader will be entitled to use that portion promptly notify the Adviser if the Portfolio’s/Subsidiary's positions are included in an aggregate amount which exceeds the applicable speculative position limit. If the speculative positions limits are reached in any Commodity Interest contract, the Trader will modify the trading of the applicable position limits that bears the same relationship that the Allocated Assets bears Portfolio and Subsidiary, as applicable, and its other accounts in a reasonable and good faith effort to achieve an equitable treatment of all of the Subsidiary’s assetsaccounts. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Portfolio or Subsidiary given the Trader’s 's current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(g) The Trader, in connection with its rights and duties with respect to the Portfolio, Subsidiary and the Fund shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
(h) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Save any ordinary course employment restrictions, the Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and and, save for any ordinary course employment restrictions, the Trader will not knowingly become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Subsidiary, the Portfolio or any other assets managed by the Adviser.
(hi) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall promptly respond in a timely manner to reasonable requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate relating directly to the Portfolio and/or Subsidiary. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession reasonably requested by or required to be delivered to the Board.
(ij) Unless otherwise instructed by the Adviser, the Trader shall not have the power, discretion or responsibility to vote any proxies in connection with Commodity Interests in which the Allocated Assets may be invested, and the Adviser shall retain such responsibility.
(k) The Trader shall cooperate in a timely manner promptly and to the extent possible fully with the Adviser, the Portfolio, Subsidiary and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to specifically concern the services provided by the Trader to the Portfolio or Subsidiary pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegateedelegate.
(jl) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf in respect of the Subsidiary Allocated Assets are the property of the Fund and will be surrendered promptly to the Fund upon requestrequest and subject to the confidentiality obligations set out in paragraph 15 hereof. The Trader further agrees to preserve for the periods, periods prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(km) The Trader shall, in a timely manner, shall promptly notify the Adviser of any financial condition that is likely to could materially impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Subsidiary Series 9 and SP9 with respect to that portion of the Subsidiary’s assets allocated to Series 9 or SP9 from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. To the extent the Allocated Assets are traded under SP9, the Trader acknowledges and agrees that SP9 is subject to the limitations set forth in paragraphs 1(a) and (b) above. To the extent the Allocated Assets are traded under Series 9, the Trader acknowledges and agrees that Series 9 is subject to the limitations set forth in paragraphs 2(a) and (b) above.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary Series 9 and SP9 in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary Company and Onshore LLC and the Portfolio in relation to the Subsidiary Company and Onshore LLC set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) to the extent that such materials have been furnished in writing to the Trader Trader, (together ii) the “Requirements”), written instructions and directions received from the Adviser and the Fund as delivered; and (iii) all laws applicable to the extent that Company and Onshore LLC and the Requirements do not conflict with the Investment Approach (Trader’s duties under this Agreement, all as defined may be in the Supplemental Trading Agreementeffect from time to time. The foregoing are referred to below together as the “Policies.” ”. For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire SubsidiaryCompany or Onshore LLC, and the Trader shall not be responsible in any way for the compliance of any assets of the SubsidiaryCompany or Onshore LLC, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sellsell (including short sales), lend and otherwise trade in any commodity interests, including futures contracts, options on futures contractscontracts (selling uncovered options is not permitted), forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the SubsidiarySeries 9 and SP9, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(bparagraph 3(b), however however, (i) the Trader shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Subsidiary Series 9 and/or SP9 to comply with the Policies, and (ii) upon prior written notice to the Trader, the Adviser may effect in-kind redemptions with shareholders of the Portfolio with securities included within the Allocated Assets. For the avoidance of doubt and except as required by applicable law, Trader shall treat Series 9 and SP9 as separate entities for purpose of compliance with the Policies.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, ; provided, however, the orders are settled with a futures commission merchant or Foreign Exchange clearing broker with which the Subsidiary Series 9 or SP9 as applicable has an account.
(ed) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”).
(ie) The Trader shall use has provided the Adviser with a true and complete copy of its reasonable efforts compliance policies and procedures pursuant to cooperate best practices for all CTAs registered with the Adviser Commodity Futures Trading Commission (“CFTC”) or, if applicable, Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”) (the “Trader Compliance Policies”). Such Trader Compliance Policies shall be provided via a non-printable password-protected site for a certain period for the Adviser’s review. The Trader’s chief compliance officer (“Trader CCO”) shall provide to satisfy the Fund’s Chief Compliance Officer (“Fund CCO”) or his or her delegate promptly (and in no event in more than 10 business days) the following:
(i) a report of any compliance requirements that arise under applicable law, including any that the Adviser makes material changes to the Trader aware Compliance Policies;
(ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that may arise because have occurred in connection with the Trader Compliance Policies;
(iii) a summary report from the Trader CCO with respect to the annual review of the Trader Compliance Policies; and
(iv) an annual (or more frequently as the Fund is registered CCO may request) certification regarding the Trader’s compliance with Rule 206(4)-7 under the 0000 XxxAdvisers Act, if applicable, and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (iii).
(f) At the request of the Adviser, the Trader will review with the Adviser its policies and procedures adopted and maintained in accordance with Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”).
(g) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Series 9 or SP9 as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Trader in the manner it considers to be most fair and equitable over time to Series 9 and/or the SP9 and the Subsidiary and to its other accounts. In that connection, however, the Trader agrees that: (i) in rendering consulting, advisory and management services to other Commodity Interest trading accounts and entities, it will use its best efforts to achieve an equitable treatment of all accounts utilizing the same investment programme as the Allocated Assets and will use a fair and reasonable system of order entry for all accounts utilizing the same trading strategy as the Allocated Assets; and (ii) it will not deliberately use any trading strategies for Series 9 and/or SP 9 which it or its principals know are inferior to those employed by other accounts using the same investment programme as the Allocated Assets. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The Trader will be entitled to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of the SubsidiarySeries 9 and/or SP9’s assetsassets as applicable and that relationship will be communicated in writing by the Adviser to the Trader at the commencement of trading and at the point of any subsequent change in that relationship. If, at any time during the term of this Agreement, the Trader is required to aggregate Series 9 and/or SP9’s Commodity Interest positions as applicable with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, the Trader will promptly notify the Adviser if Series 9 and/or SP9’s positions are included in an aggregate amount which exceeds the applicable speculative position limit. If the speculative positions limits are reached in any Commodity Interest contract, the Trader will modify the trading instructions to Series 9 and/or SP9 as applicable and its other accounts in a reasonable and good faith effort to achieve an equitable treatment of all accounts. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Subsidiary Series 9 or SP9 given the Trader’s current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(gh) The Trader, in connection with its rights and duties with respect to Series 9, SP9 and the Fund shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
(i) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the SubsidiarySeries 9, SP9, the Portfolio or any other assets managed by the Adviser; provided, however, that this provision shall not apply to any agreements of the Trader with its employees, partners or members.
(hj) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall promptly respond in a timely manner to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate relating directly to the SubsidiarySeries 9 and/or SP9. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the Board.
(ik) Unless otherwise instructed by the Adviser, the Trader shall not have the power, discretion or responsibility to vote any proxies in connection with Commodity Interests in which the Allocated Assets may be invested, and the Adviser shall retain such responsibility.
(l) The Trader shall cooperate in a timely manner promptly and to the extent possible fully with the Adviser, the Subsidiary Series 9, SP9, and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary Series 9, SP9 or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in final written correspondence to the Trader and that relate to the services provided by the Trader to the Subsidiary Series 9 and/or SP 9 pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the final written correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegateedelegate.
(jm) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records Assets required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, . Records that are prepared or maintained by the Trader on behalf in respect of the Subsidiary Portfolio, Series 9 and/or SP9 are the property of the Fund Fund, and the Trader will be surrendered provide copies of such records (or originals where required by law) promptly to the Fund upon request. The Trader further agrees to preserve such records for the periods, periods prescribed in Rule 31a-2 under the 1940 Act Act, the records required to be maintained under Rule 31a-1 under the 1940 Act, Act and/or by the CFTC.
(kn) The Trader shall, in a timely manner, shall promptly notify the Adviser of any financial condition that is likely to impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Subsidiary Series 6 and SP6 with respect to that portion of the Subsidiary’s assets allocated to Series 6 and SP6 from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. To the extent the Allocated Assets are traded under SP6, the Trader acknowledges and agrees that SP6 is subject to the limitations set forth in paragraphs 1(a) and (b) above. To the extent the Allocated Assets are traded under Series 6, the Trader acknowledges and agrees that Series 6 is subject to the limitations set forth in paragraphs 2(a) and (b) above.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary Series 6 and SP6 in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Applicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary Company and Onshore LLC and the Portfolio in relation to the Subsidiary Company and Onshore LLC set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader (together the “Requirements”), to the extent that the Requirements do not conflict with the Investment Approach (as defined in the Supplemental Trading Agreement). The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire SubsidiaryCompany or Onshore LLC, and the Trader shall not be responsible in any way for the compliance of any assets of the SubsidiaryCompany or Onshore LLC, as applicable, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any commodity interests, including futures contracts, options on futures contracts, forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the SubsidiarySeries 6 and SP6, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(bparagraph 3(b), however however, the Trader shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Subsidiary Series 6 and/or SP6 to comply with the Policies. For the avoidance of doubt and except as required by applicable law, Trader shall treat Series 6 and SP6 as separate entities for purpose of compliance with the Policies.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, ; provided, however, the orders are settled with a futures commission merchant with which the Subsidiary Series 6 or SP6, as applicable, has an account.
(e) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”).
(i) The Trader shall use its reasonable efforts to cooperate with the Adviser to satisfy any compliance requirements that arise under applicable law, including any that the Adviser makes the Trader aware of that may arise because the Fund is registered under the 0000 Xxx.
(f) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Series 6 or SP6 as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The Trader will be entitled to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of the SubsidiarySeries 6 and/or SP6’s assets. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Subsidiary Series 6 and SP6 given the Trader’s current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(g) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the SubsidiarySeries 6 or SP6, the Portfolio or any other assets managed by the Adviser.
(h) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall respond in a timely manner to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate directly to the SubsidiarySeries 6 and SP6. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the Board.
(i) The Trader shall cooperate in a timely manner and to the extent possible with the Adviser, the Subsidiary Series 6, SP6 and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary Series 6, SP6 or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to the services provided by the Trader to the Subsidiary Series 6 and SP6 pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegatee.
(j) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf in respect of the Subsidiary Portfolio, Series 6 and/or SP6 are the property of the Fund and will be surrendered promptly to the Fund upon request. The Trader further agrees to preserve for the periods, periods prescribed in Rule 31a-2 under the 1940 Act Act, the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(k) The Trader shall, in a timely manner, notify the Adviser of any financial condition that is likely to impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary Series 6 and SP6 each affirm that it has reviewed the Prospectus of [] Advisor’s FX G13 Conservative Strategy and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research Series 6 and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary SP6 each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Portfolio and the Subsidiary with respect to that portion of the Portfolio’s assets and/or the Subsidiary’s assets assets, respectively, allocated from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary Portfolio and the Subsidiary, as applicable, in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and save as otherwise disclosed to the Adviser in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary and the Portfolio in relation to the Subsidiary set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) to the extent that such materials have been furnished in writing to the Trader Trader, (together ii) the “Requirements”), written instructions and directions received from the Adviser and the Fund as delivered; and (iii) all federal and state laws applicable to the extent that Subsidiary and the Requirements do not conflict with the Investment Approach (Trader’s duties under this Agreement, all as defined may be in the Supplemental Trading Agreementeffect from time to time. The foregoing are referred to below together as the “Policies.” ”. For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire SubsidiaryPortfolio, and the Trader shall not be responsible in any way for the compliance of any assets of the SubsidiaryPortfolio, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sellsell (including short sales), lend and otherwise trade in any commodity interests, including futures contracts, options on futures contractscontracts (selling uncovered options is not permitted), forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the Portfolio and/or Subsidiary, as applicable, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(b), however however, (i) the Trader shall, upon and in accordance with written instructions from the Adviser, Adviser effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Portfolio and/or the Subsidiary to comply with the Policies, and (ii) upon prior written notice to the Trader, the Adviser may effect in-kind redemptions with shareholders of the Portfolio with securities included within the Allocated Assets.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, provided, however, the orders are settled with a futures commission merchant or Foreign Exchange clearing broker with which the Subsidiary Portfolio or Subsidiary, as applicable, has an account.
(ed) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”).
(ie) The Trader shall use has provided the Adviser with a true and complete copy of its reasonable efforts compliance policies and procedures pursuant to cooperate best practices for all CTAs registered with the Adviser Commodity Futures Trading Commission (“CFTC”) or, if applicable, Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”) (the “Trader Compliance Policies”). Such Trader Compliance Policies shall be provided via a non-printable password-protected site for a certain period for the Adviser’s review. The Trader’s chief compliance officer (“Trader CCO”) shall provide to satisfy the Fund’s Chief Compliance Officer (“Fund CCO”) or his or her delegate promptly (and in no event in more than 10 business days) the following:
(i) a report of any compliance requirements that arise under applicable law, including any that the Adviser makes material changes to the Trader aware Compliance Policies;
(ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that may arise because have occurred in connection with the Trader Compliance Policies;
(iii) a summary report from the Trader CCO with respect to the annual review of the Trader Compliance Policies; and
(iv) an annual (or more frequently as the Fund is registered CCO may request) certification regarding the Trader’s compliance with Rule 206(4)-7 under the 0000 XxxAdvisers Act, if applicable, and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (iii).
(f) At the request of the Adviser, the Trader will review with the Adviser its policies and procedures adopted and maintained in accordance with Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”).
(g) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Portfolio or Subsidiary, as applicable, as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Trader in the manner it considers to be most fair and equitable over time to the Portfolio or the Subsidiary, as applicable, and to its other accounts. In that connection, however, the Trader agrees that: (i) in rendering consulting, advisory and management services to other Commodity Interest trading accounts and entities, it will use its best efforts to achieve an equitable treatment of all accounts utilizing the same investment programme as the Allocated Assets and will use a fair and reasonable system of order entry for all accounts utilizing the same trading strategy as the Allocated Assets; and (ii) it will not deliberately use any trading strategies for the Subsidiary which it or its principals know are inferior to those employed by other accounts using the same investment programme as the Allocated Assets. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The Trader will be entitled to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of the Portfolio’s or Subsidiary's assets, as applicable and that relationship will be communicated in writing by the Adviser to the Trader at the commencement of trading and at the point of any subsequent change in that relationship. If, at any time during the term of this Agreement, the Trader is required to aggregate the Portfolio’s assetsor the Subsidiary's Commodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, the Trader will promptly notify the Adviser if the Portfolio’s or the Subsidiary's positions are included in an aggregate amount which exceeds the applicable speculative position limit. If the speculative positions limits are reached in any Commodity Interest contract, the Trader will modify the trading instructions to the Portfolio and Subsidiary, as applicable and its other accounts in a reasonable and good faith effort to achieve an equitable treatment of all accounts. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Portfolio or Subsidiary given the Trader’s 's current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(gh) The Trader, in connection with its rights and duties with respect to the portfolio, Subsidiary and the Fund shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
(i) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Subsidiary, the Portfolio or any other assets managed by the Adviser; provided, however, that this provision shall not apply to any agreements of the Trader with its employees, partners or members.
(hj) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall promptly respond in a timely manner to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate relating directly to the Portfolio and/or Subsidiary. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the Board.
(ik) Unless otherwise instructed by the Adviser, the Trader shall not have the power, discretion or responsibility to vote any proxies in connection with Commodity Interests in which the Allocated Assets may be invested, and the Adviser shall retain such responsibility.
(l) The Trader shall cooperate in a timely manner promptly and to the extent possible fully with the Adviser, the Portfolio, the Subsidiary and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in final written correspondence to the Trader and that relate to the services provided by the Trader to the Portfolio or the Subsidiary pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the final written correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegateedelegate.
(jm) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records Assets required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, . Records that are prepared or maintained by the Trader on behalf in respect of the Subsidiary Allocated Assets are the property of the Fund Fund, and the Trader will be surrendered provide copies of such records (or originals where required by law) promptly to the Fund upon request. The Trader further agrees to preserve such records for the periods, periods prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, Act and/or by the CFTC.
(kn) The Trader shall, in a timely manner, shall promptly notify the Adviser of any financial condition that is likely to impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Subsidiary with respect to that portion of the Subsidiary’s assets allocated from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and and, save as otherwise disclosed to the Adviser, in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary and the Portfolio in relation to the Subsidiary set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader , (together ii) the “Requirements”), written instructions and directions received from the Adviser and the Fund as delivered; and (iii) all federal and state laws applicable to the extent Trader in performing its duties under this Agreement, all as may be in effect from time to time provided that the Requirements do not conflict Trader shall bear no responsibility or liability for failure to comply with any objective, policy, restriction, guideline, procedures, instruction or direction referenced in this paragraph or any amendment or supplement thereto until the Investment Approach (as defined in the Supplemental Trading AgreementTrader has received and had a reasonable opportunity to review such objective, policy, restriction, guideline, procedures, instruction or direction. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire Subsidiary, and the Trader shall not be responsible in any way for the compliance of any assets of the Subsidiary, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sellsell (including short sales), lend and otherwise trade in any commodity interests, including futures contracts, options on futures contractscontracts (selling uncovered options is not permitted), spot or forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the Subsidiary, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(b), however however, (i) the Trader shall, upon and in accordance with written instructions from the AdviserAdviser and subject to paragraph 7(g) of the Supplemental Trading Agreement, effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Subsidiary to comply with the Policies, and (ii) upon notice to the Trader, the Adviser may effect in-kind redemptions with shareholders of the Portfolio with securities included within the Allocated Assets.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, provided, however, the orders are settled with a futures commission merchant or Foreign Exchange clearing broker with which the Subsidiary has an account.
(ed) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA Commodity Trading Advisor (“CTA”) to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”) (for the avoidance of doubt, given the nature of the Commodity Interests to be traded by the Trader as at the date of this Agreement, Rule 12d3-1 does not apply).
(ie) The Trader shall use has provided the Adviser with a true and complete copy and/or accurate summary of its reasonable efforts compliance policies and procedures pursuant to cooperate best practices for all CTAs registered with the Adviser Commodity Futures Trading Commission (“CFTC”) or, if applicable, Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”) (the “Trader Compliance Policies”). The Trader’s chief compliance officer (“Trader CCO”) shall provide to satisfy the Fund’s Chief Compliance Officer (“Fund CCO”) or his or her delegate using the following email address: Xxxxx&xxxxxxxxxx@xxxxxxxxxxxx.xxx (or any compliance requirements other email address provided in writing and expressed to be for this purpose) promptly (and in no event in more than 10 business days) the following reports and certifications to the extent that arise under applicable law, including any that they relate to the Adviser makes services provided by the Trader aware to the Subsidiary with respect to the Allocated Assets:
(i) a report of any material changes to the Trader Compliance Policies;
(ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that may arise because have occurred in connection with the Trader Compliance Policies; and
(iii) an annual (or more frequently as the Fund is registered CCO may reasonably request) certification regarding the Trader’s compliance with Rule 206(4)-7 under the 0000 XxxAdvisers Act, if applicable, and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) — (ii).
(f) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Trader in the manner it considers to be most fair and equitable over time to the Subsidiary and to its other accounts. In that connection, however, the Trader agrees that: (i) in rendering consulting, advisory and management services to other Commodity Interest trading accounts and entities, it will take all reasonable steps to achieve an equitable treatment of all accounts utilizing the same investment programme as the Allocated Assets and will use a fair and reasonable system of order entry for all accounts utilizing the same trading strategy as the Allocated Assets; and (ii) it will not deliberately use any trading strategies for the Subsidiary which it or its principals know are inferior to those employed by other accounts using the same investment programme as the Allocated Assets. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The If, at any time during the term of this Agreement, the Trader will be entitled is required to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of aggregate the Subsidiary’s assetsCommodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, the Trader will promptly notify the Adviser if the Subsidiary’s positions are included in an aggregate amount which exceeds the applicable speculative position limit. If the speculative positions limits are reached in any Commodity Interest contract, the Trader will modify the trading of the Subsidiary and its other accounts in a reasonable and good faith effort to achieve an equitable treatment of all accounts. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Subsidiary given the Trader’s current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(g) The Trader, in connection with its rights and duties with respect to the Subsidiary shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
(h) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Save any ordinary course employment restrictions, the Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and and, save for any ordinary course employment restrictions, the Trader will not knowingly become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Subsidiary, the Portfolio or any other assets managed by the Adviser.
(hi) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall promptly respond in a timely manner to reasonable requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate relating directly to the Subsidiary. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession reasonably requested by or required to be delivered to the Board.
(ij) Unless otherwise instructed by the Adviser, the Trader shall not have the power, discretion or responsibility to vote any proxies in connection with Commodity Interests in which the Allocated Assets may be invested, and the Adviser shall retain such responsibility.
(k) The Trader shall cooperate in a timely manner promptly and to the extent possible fully with the Adviser, the Subsidiary and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to specifically concern the services provided by the Trader to the Subsidiary pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegateedelegate.
(jl) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf of the Subsidiary are the property of the Fund Subsidiary and will be surrendered promptly to the Fund Subsidiary upon requestrequest and subject to the confidentiality obligations set out in paragraph 15 hereof. The Trader further agrees to preserve for the periods, periods prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(km) The Trader shall, in a timely manner, shall promptly notify the Adviser of any financial condition that is likely to could materially impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“"CTA”") to the Subsidiary Series 15 and SP15 with respect to that portion of the Subsidiary’s assets allocated to Series 15 and SP15 from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “"Allocated Assets”" ). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
. To the extent the Allocated Assets are traded under SP15, the Trader acknowledges and agrees that SP15 is subject to the limitations set forth in paragraphs 1 (a) and (b) above. To the extent the Allocated Assets are traded under Series 15, the Trader acknowledges and agrees that Series 15 is subject to the limitations set forth in paragraphs 2 (a) and (b) above. The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary Series 15 and SP15 in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary Company, the Onshore LLC and the Portfolio in relation to the Subsidiary Series 15 and SP15 set forth in the Portfolio’s 's prospectus and statement of additional information, as they may be amended from time to time, any reasonable additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s 's Chief Compliance Officer, or by the Fund’s 's Board of Directors (“Board”"B oard") that have been furnished in writing to the Trader, provided that the Trader is afforded a reasonable period of time to comply with, and is capable of complying with, such additional policies or guidelines (together ii) the “Requirements”), written instructions and directions received from the Adviser and the Fund as delivered in accordance with and subject to this Agreement; and (iii) all laws applicable to the extent that the Requirements do not conflict with the Investment Approach (Trader's duties under this Agreement, all as defined may be in the Supplemental Trading Agreementeffect from time to time. The foregoing are referred to below together as the “"Policies.” ". For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire SubsidiaryOnshore LLC or Company, as applicable , and the Trader shall not be responsible in any way for the compliance of any assets of the SubsidiaryOnshore LLC or Company, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorizedauthorized , in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any commodity interests, including futures contracts, options on futures contractscontracts (selling uncovered options is not permitted), spot or forward contracts or commodities and swaps (the “"Commodity Interests”") on behalf of the SubsidiarySeries 15 and/or SP15, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerationsconsiderations ; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(bparagraph 3(a), however however, (i) the Trader shall, upon and in accordance with written instructions from the Adviser, Adviser effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Subsidiary Series 15 and/or SP15 to comply with the Policies, and (ii) upon reasonable advance written notice to the Trader, the Adviser may effect in-kind redemptions with shareholders of the Portfolio with securities included within the Allocated Assets. For the avoidance of doubt and except as required by applicable law, the Trader shall treat Series 15 and SP15 as separate entities for purpose of compliance with the Policies.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(db) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any executing broker counterparty or futures commission merchant the Trader so chooses, provided, however, the orders are settled with an approved counterparty or a futures commission merchant or Foreign Exchange clearing broker with which the Subsidiary Series 15 and/or SP15 as applicable, has an account. Each of the Company and the Onshore LLC recognizes that the Trader has no responsibility for the proper execution of orders or for any other act or failure to act by the Broker or any other broker or dealer or other party having custody of the assets of Series 15 and/or SP15. However , the Trader shall notify the Adviser as soon as reasonably practicable following discovery of any order or trade which the Trader believes was not executed in accordance with the Trader's instructions to any other executing broker or dealer.
(ec) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s 's assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “"1 940 Act") pertaining to certain exemptions on prohibitions relating to the acquisition of securities of issuers engaged in securities related activities.
(d) The Trader has provided the Adviser with a true and complete copy and/or accurate summary of its compliance policies and procedures as required for CTAs registered with the Commodity Futures Trading Commission ("CFTC") or, if applicable, Rule 206(4)-7 of the Investment Advisers Act of 1940 (the " Advisers Act”") (the 'T rxxxx Compliance Policies").. The Trader's chief compliance officer ("Tx xxxx CCO") shall provide to the Fund's Chief Compliance Officer ("Fund CCO") or his or her delegate promptly (and in no event in more than 10 business days from the date of request) the following reports and certifications to the extent that they relate to the services provided by the Trader to the Onshore LLC or Company, as applicable, with respect to the Allocated Assets:
(i) a report of any material changes to the Trader Compliance Policies;
(ii) a report of any "material compliance matters", as defined by Rule 38a-1 under the 1940 Act, that have occurred in connection with the Trader Compliance Policies;
(iii) an executive summary of the Trader CCO report with respect to the annual review of the Trader Compliance Policies (the "Trader CCO's Report") pursuant to Rule 206(4)-7 under the Advisers Act, if applicable. The Trader agrees that the executive summary shall use its reasonable efforts to be a fair representation of the Trader's CCO Report and that if the Fund CCO has follow up questions on the executive summary, the Trader CCO will cooperate with the Adviser to satisfy any compliance requirements that arise under applicable law, including any that the Adviser makes the Trader aware of that may arise because providing whatever additional information is requested; and
(iv) an annual (or more frequently as the Fund is registered CCO may reasonably request) certification regarding the Trader's compliance with Rule 206(4)-7 under the 0000 Xxx.
Advisers Act, if applicable, and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (fi) - (iii). The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Series 15 or SP15 as well as other fiduciary or agency accounts managed by the Trader, aggregateaggregate , to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. When executing orders for Series 15 and/or SP15 pursuant to this Agreement, the Trader will at all times comply with the Trader's order execution and allocation policies, an extract of which is attached at Schedule C of the Supplemental Trading Agreement and comply with all applicable obligations regarding suitability and best execution. The Trader agrees that it will not deliberately use any trading strategies for Series 15 and/or SP15 which it or its principals know are inferior to those employed by other accounts using the same investment programme as the Allocated Assets. The Trader further agrees to be aware of the position limits imposed on it, on certain Commodity Interest contracts by the CFTC or applicable contract market. The If, at any time during the term of this Agreement, the Trader is required to aggregate Series 15 or SP1S's Commodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, the Trader will be entitled to use that portion of promptly notify the Adviser if Series 15 or SP1S's positions are included in an aggregate amount which exceeds the applicable speculative position limit. If the speculative positions limits that bears are reached in any Commodity Interest contract, the same relationship that Trader will modify the Allocated Assets bears trading of Series 15 and/or SP15 as applicable and its other accounts in a reasonable and good faith effort to achieve fair treatment of all of the Subsidiary’s assetsaccounts. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Subsidiary Series 15 or SP15 given the Trader’s 's current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(ge) The Trader, in connection with its rights and duties with respect to Series 15, SP15 and the Fund shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
(f) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not materially impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Subsidiary, the Portfolio or any other assets managed by the Adviser.
(hg) The Trader shall furnish the Adviser and the administrator of the Fund (the “"Administrator”") dailydaily (on each business day), weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, upon and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Subject to applicable law, regulation, court order and appropriate confidentiality obligations, the Trader shall promptly respond in a timely manner to reasonable requests by the Adviser, the Administrator, and the Fund CCO or their delegates delegates, provided they are subject to applicable confidentiality obligations, for copies of the pertinent books and records that are maintained by the Trader and relate relating directly to the SubsidiarySeries 15 and/or SP15. The Trader shall also provide the Adviser with such other information and reportsreports relating to Series 15 and/or SP15, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession reasonably requested by or reasonably required to be delivered to the BoardBoard relating to Series 15 and/or SP15, subject in each case to applicable confidentiality requirements.
(h) The Trader shall not have the power, discretion or responsibility to vote any proxies in connection with Commodity Interests in which the Allocated Assets may be invested, and the Adviser shall retain such responsibility .
(i) The Trader shall cooperate in a timely manner promptly and to the extent possible fully with the Adviser, the Subsidiary Company, the Onshore LLC and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary Company, the Onshore LLC, Series 15, SP15 or the Adviser brought by any governmental or regulatory authorities. The Subject to applicable law, regulation and court order and subject to applicable confidentiality obligations, the Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“"SEC”") in written correspondence to the Trader and that relate to the services provided by the Trader to the Subsidiary Series 15 or SP15 pursuant to this Agreement. The To the extent permitted by applicable law, regulation and court order and subject to applicable confidentiality obligations, the Trader shall provide (i) such notification within a reasonable period after receiving the correspondence. The Trader shall correspondence ; and (ii) provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegateedelegate.
(j) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactionstransactions . Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf in respect of the Subsidiary Portfolio, Series 15 and /or SP15 are the property of the Fund and will be surrendered promptly to the Fund upon requestrequest and subject to the confidentiality obligations set out in paragraph 17 hereof. The Trader further agrees to preserve for the periods, periods prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(k) The Trader shall, in a timely manner, shall promptly notify the Adviser of any financial condition that is likely to could materially impair the Trader’s 's ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Subsidiary Series 7 and SP7 with respect to that portion of the Subsidiary’s assets allocated to Series 7 and SP7 from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. To the extent the Allocated Assets are traded under SP7, the Trader acknowledges and agrees that SP7 is subject to the limitations set forth in paragraphs 1(a) and (b) above. To the extent the Allocated Assets are traded under Series 7, the Trader acknowledges and agrees that Series 7 is subject to the limitations set forth in paragraphs 2(a) and (b) above.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary Series 7 and SP7 in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary Company and the Portfolio Onshore LLC in relation to the Subsidiary Company and Onshore LLC set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader Trader, (together ii) the “Requirements”), written instructions and directions received from the Adviser and the Fund as delivered; and (iii) all laws applicable to the extent that Company and Onshore LLC and the Requirements do not conflict with the Investment Approach (Trader’s duties under this Agreement, all as defined may be in the Supplemental Trading Agreementeffect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire SubsidiaryCompany or Onshore LLC, and the Trader shall not be responsible in any way for the compliance of any assets of the SubsidiaryCompany or Onshore LLC, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any commodity interests, including futures contracts, options on futures contracts, forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the SubsidiarySeries 7 and SP7, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(b3(b), however however, (i) the Trader shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Subsidiary Series 7 and/or SP7 to comply with the Policies, and (ii) upon notice to the Trader, the Adviser may effect in-kind redemptions with shareholders of the Portfolio with securities included within the Allocated Assets. For the avoidance of doubt and except as required by applicable law, Trader shall treat Series 7 and SP7 as separate entities for purpose of compliance with the Policies.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, ; provided, however, the orders are settled with a futures commission merchant with which the Subsidiary Series 7 or SP7, as applicable, has an account.
(ed) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”).
(i) The Trader shall use its reasonable efforts to cooperate with the Adviser to satisfy any compliance requirements that arise under applicable law, including any that the Adviser makes the Trader aware of that may arise because the Fund is registered under the 0000 Xxx.
(fe) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Series 7 and/or SP7 as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Trader in the manner it considers to be most fair and equitable over time to Series 7 and/or SP7 and to its other accounts. In that connection, however, the Trader agrees that: (i) in rendering consulting, advisory and management services to other Commodity Interest trading accounts and entities, it will use its best efforts to achieve an equitable treatment of all accounts and will use a fair and reasonable system of order entry for all accounts; and (ii) it will not deliberately use any trading strategies for Series 7 and/or SP7 which it or its principals know are inferior to those employed by other accounts. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The Trader will be entitled to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of the SubsidiarySeries 7 and/or SP7’s assets. If, at any time during the term of this Agreement, the Trader is required to aggregate Series 7 and/or SP7’s Commodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, the Trader will promptly notify the Adviser if Series 7 and/or SP7’s positions are included in an aggregate amount which exceeds the applicable speculative position limit. If the speculative positions limits are reached in any Commodity Interest contract, the Trader will modify the trading instructions to Series 7 and/or SP7 and its other accounts in a reasonable and good faith effort to achieve an equitable treatment of all accounts. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Subsidiary Series 7 and/or SP7 given the Trader’s current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(f) The Trader, in connection with its rights and duties with respect to Series 7 and/or SP7 and the Fund shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
(g) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the SubsidiarySeries 7 and/or SP7, the Portfolio or any other assets managed by the Adviser.
(h) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall promptly respond in a timely manner to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate relating directly to the SubsidiarySeries 7 and/or SP7. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the Board.
(i) Unless otherwise instructed by the Adviser, the Trader shall not have the power, discretion or responsibility to vote any proxies in connection with Commodity Interests in which the Allocated Assets may be invested, and the Adviser shall retain such responsibility.
(j) The Trader shall cooperate in a timely manner promptly and to the extent possible fully with the Adviser, the Subsidiary Series 7 and/or SP7 and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary Series 7 and/or SP7 or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to the services provided by the Trader to the Subsidiary Series 7 and/or SP7 pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegatee.
(jk) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf of the Subsidiary Series 7 and/or SP7 are the property of the Fund and will be surrendered promptly to the Fund upon request. The Trader further agrees to preserve for the periods, periods prescribed in Rule 31a-2 under the 1940 Act Act, the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(kl) The Trader shall, in a timely manner, shall promptly notify the Adviser of any financial condition that is likely to impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Subsidiary with respect to that portion of the Subsidiary’s assets allocated from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Applicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary and the Portfolio in relation to the Subsidiary set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader (together the “Requirements”), to the extent that the Requirements do not conflict with the Investment Approach (as defined in the Supplemental Trading Agreement. The foregoing are referred to below together as the “Policies.” For the purpose of clarification each of the foregoing items in this section 1(b)(iv) shall be furnished in writing to the Trader. For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire Subsidiary, and the Trader shall not be responsible in any way for the compliance of any assets of the Subsidiary, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any commodity interests, including futures contracts, options on futures contracts, over-the-counter foreign exchange spot and/or forward contracts, options on over-the-counter foreign exchange spot and/or forward contracts, forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the Subsidiary, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(b), however the Trader shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Subsidiary to comply with the Policies.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, provided, however, the orders are settled with a futures commission merchant with which the Subsidiary has an account.
(e) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”).
(i) The Trader shall use its reasonable efforts to cooperate with the Adviser to satisfy any compliance requirements that arise under applicable law, including any that the Adviser makes the Trader aware of that may arise because the Fund is registered under the 0000 Xxx.
(f) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The Trader will be entitled to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of the Subsidiary’s assets. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Subsidiary given the Trader’s current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(g) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Subsidiary, the Portfolio or any other assets managed by the Adviser.
(h) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall respond in a timely manner to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate directly to the Subsidiary. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the Board.
(i) The Trader shall cooperate in a timely manner and to the extent possible with the Adviser, the Subsidiary and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies material inadequacy and/or violation of applicable laws and/or regulations that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to the services provided by the Trader to the Subsidiary pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegatee.
(j) The Trader shall maintain separate detailed all books and records of all matters pertaining to the Allocated AssetsAssets as required by the Commodity Exchange Act and/or CFTC regulations, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf of the Subsidiary are the property of the Fund and will be surrendered promptly to the Fund upon request. The Trader further agrees to preserve for the periods, prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(k) The Trader shall, in a timely manner, notify the Adviser of any financial condition that is likely to impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [[ ] and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Subsidiary with respect to that portion of the Subsidiary’s assets allocated from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Applicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; and (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary and the Portfolio in relation to the Subsidiary set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader (together the “Requirements”), to the extent that the Requirements do not conflict with the Investment Approach (as defined in the Supplemental Trading Agreementaims. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire Subsidiary, and the Trader shall not be responsible in any way for the compliance of any assets of the Subsidiary, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorizedauthorized and appointed by the Subsidiary and Adviser as the Subsidiary’s agent and attorney-in-fact, with full discretion, in the Subsidiary’s name, place and stead, to (i), in its discretion and without prior consultation with the AdviserAdviser or Subsidiary, to buy, sell, lend and otherwise trade in any commodity interests, including futures contracts, options on futures contracts, forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the Subsidiary, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. ; and (ii) enter into agreements and execute all such documents and to take all such other actions as the Trader considers in its absolute discretion necessary or appropriate to carry out its duties hereunder.. Notwithstanding the foregoing provisions of this Section 1(b), however the Trader shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Subsidiary to comply with the Policies.
(c) The Trader shall have the right to change the Investment Approach (as defined in the Supplemental Trading Agreement) at any time in its sole discretion, provided the Trader shall give prior written notice to the Adviser of any material change in the Investment Approach used to trade the Allocated Assets.
(d) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(de) Absent instructions from the Adviser or the officers of the Fund Subsidiary to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant or foreign exchange broker the Trader so chooses, provided, however, the orders are settled with a futures commission merchant or foreign exchange broker with which the Subsidiary has an account.
(ef) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund Subsidiary with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the FundSubsidiary’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”).
(ig) The Trader shall use its reasonable efforts to cooperate with the Adviser to satisfy any compliance requirements that arise under applicable law, including any that the Adviser makes the Trader aware of that may arise expressly because the Fund is registered of requirements under the 0000 Xxx.
(fh) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The Trader will be entitled to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of the Subsidiary’s assets. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Subsidiary given the Trader’s current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(gi) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or Subsidiaryor any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Subsidiary, the Portfolio or any other assets managed by the Adviser.
(hj) The Trader shall furnish the Adviser and the administrator of the Fund Subsidiary (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall respond in a timely manner to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for Subsidiaryfor copies of the pertinent books and records that are maintained by the Trader and relate directly to the Subsidiary. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the Board.
(i) Subsidiary under this Agreement. The Trader shall cooperate in a timely manner and to the extent possible with the Adviser, Adviser and/or the Subsidiary and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate Subsidiary notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to the services provided by the Trader to the Subsidiary pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegateeSubsidiary.
(jk) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities Commodity Interest transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf of the Subsidiary are the property of the Fund Subsidiary and will be surrendered promptly to the Fund Subsidiary upon request. The Trader further agrees to preserve for the periods, prescribed in Rule 31a-2 under the 1940 Act the request with a copy of such records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(k) Trader pursuant to internal, compliance and/or regulatory requirements.. The Trader shall, in a timely manner, notify the Adviser of any financial condition that is likely to impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed and understood the Prospectus of [] Trader’s current investment program and risk disclosure document provided in the Supplemental Trading Agreement, and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
(m) The Subsidiary acknowledges and agrees to become a participant or consent to the jurisdiction of a swap execution facility registered with the CFTC (“SEF”) in connection with and with respect to any swap, as defined by the CFTC, executed for or on behalf of the Subsidiary on or subject to the rules of the SEF. The Subsidiary will furthermore provide the SEF and its agents, including its regulatory services provider, access to all books and records, staff and other information necessary for monitoring and enforcement of the rules of the SEF.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Subsidiary Series 11 and SP11 with respect to that portion of the Subsidiary’s assets allocated to Series 11 and SP11 from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. To the extent the Allocated Assets are traded under SP11, the Trader acknowledges and agrees that SP11 is subject to the limitations set forth in paragraphs 1(a) and (b) above. To the extent the Allocated Assets are traded under Series 11, the Trader acknowledges and agrees that Series 11 is subject to the limitations set forth in paragraphs 2(a) and (b) above.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Subsidiary Series 11 and SP11 in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary Company and Onshore LLC and the Portfolio in relation to the Subsidiary Company and Onshore LLC set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader Trader, (together ii) the “Requirements”), written instructions and directions received from the Adviser and the Fund as delivered; and (iii) all laws applicable to the extent that Company and Onshore LLC and the Requirements do not conflict with the Investment Approach (Trader’s duties under this Agreement, all as defined may be in the Supplemental Trading Agreementeffect from time to time. The foregoing are referred to below together as the “Policies.” ”. For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire SubsidiaryCompany or Onshore LLC, as applicable, and the Trader shall not be responsible in any way for the compliance of any assets of the SubsidiaryCompany or Onshore LLC, as applicable, other than the Allocated Assets, with the Policies. Subject to the foregoingforegoing and the Investment Restrictions as defined in the Supplemental Trading Agreement, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sellsell (including short sales), lend and otherwise trade in any commodity interests, including futures contracts, options on futures contractscontracts (selling uncovered options is not permitted), forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the SubsidiarySeries 11 and SP11, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(b3(b), however however, (i) the Trader shall, upon and in accordance with written instructions from the Adviser, Adviser effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Subsidiary Series 11 and/or SP11 to comply with the Policies, and (ii) upon notice to the Trader, the Adviser may effect in-kind redemptions with shareholders of the Portfolio with securities included within the Allocated Assets. For the avoidance of doubt and except as required by applicable law, Trader shall treat Series 11 and SP11 as separate entities for purpose of compliance with the Policies.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, ; provided, however, the orders are settled with a futures commission merchant or Foreign Exchange clearing broker with which the Subsidiary Series 11 or SP11, as applicable, has an account.
(ed) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”).
(ie) The Trader shall use has provided the Adviser with a true and complete copy of its reasonable efforts compliance policies and procedures pursuant to cooperate best practices for all CTAs registered with the Adviser Commodity Futures Trading Commission (“CFTC”) or, if applicable, Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”) (the “Trader Compliance Policies”). The Trader’s chief compliance officer (“Trader CCO”) shall provide to satisfy the Fund’s Chief Compliance Officer (“Fund CCO”) or his or her delegate promptly (and in no event in more than 10 business days) the following:
(i) a report of any compliance requirements that arise under applicable law, including any that the Adviser makes material changes to the Trader aware Compliance Policies;
(ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that may arise because have occurred in connection with the Trader Compliance Policies;
(iii) a copy of the Trader CCO’s report with respect to the annual review of the Trader Compliance Policies pursuant to Rule 206(4)-7 under the Advisers Act, if applicable; and
(iv) an annual (or more frequently as the Fund is registered CCO may request) certification regarding the Trader’s compliance with Rule 206(4)-7 under the 0000 XxxAdvisers Act, if applicable, and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (iii).
(f) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Series 11 or SP11 as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Trader in the manner as to comply with the Trader’s Allocation Policy and all applicable laws, including without limitation, the rules and guidance established by the U.S. Securities Exchange Commission (“SEC”) U.S. Commodity Futures and Trading Commission (the “CFTC”), the U.S. National Futures Authority (the “NFA”) and the UK Financial Conduct Authority (the “FCA”). In that connection, however, the Trader agrees that: (i) in rendering consulting, advisory and management services to other Commodity Interest trading accounts and entities, it will attempt in good faith to achieve an equitable treatment of all accounts utilizing the same investment programme as the Allocated Assets and will use a fair and reasonable system of order entry for all accounts utilizing the same trading strategy as the Allocated Assets; and (ii) it will not deliberately use any trading strategies for Series 11 and/or SP11, which it or its principals know are inferior to those employed by other accounts using the same investment programme as the Allocated Assets. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The Trader will be entitled to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of the SubsidiarySeries 11 and/or SP11’s assets, as applicable, and that relationship will be communicated in writing by the Adviser to the Trader at the commencement of trading and at the point of any subsequent change in that relationship. If, at any time during the term of this Agreement, the Trader is required to aggregate Series 11 and/or SP11’s Commodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, the Trader will promptly notify the Adviser if Series 11 and/or SP11’s positions are included in an aggregate amount which exceeds the applicable speculative position limit. If the speculative positions limits are reached in any Commodity Interest contract, the Trader will modify the trading instructions to Series 11 and/or SP11, as applicable, and its other accounts in a reasonable and good faith effort to achieve an equitable treatment of all accounts. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Subsidiary Series 11 or SP11 given the Trader’s current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(g) The Trader, in connection with its rights and duties with respect to Series 11, SP11 and the Fund shall use the care, skill, and diligence under the circumstances then prevailing that a person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aim. This paragraph shall be interpreted consistent with the provisions of Sections 17(i) and 36(b) of the 1940 Act.
(h) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The In the course of providing such other services, certain conflicts of interest may arise. Among other conflicts of interest, the Adviser Series 11 and SP11 acknowledge that:
(i) the Trader and/or its affiliates may give advice or take action with respect to other clients and accounts which may differ from the advice given or timing or nature of action taken with respect to the Series 11 and SP11;
(ii) consistent with the Trader’s Code of Ethics, the Trader, its affiliates and partners, managers, members, shareholders, officers, directors, employees and agents of the Trader and such affiliates may engage in transactions or make investments for their own accounts which may differ from or be identical to the transactions engaged in or investments made by Trader for the Series 11 or SP11; neither of the Trader or its affiliates shall have any obligation to engage in any transaction or make any investment for Series 11 or SP11 that the Trader, its affiliates or any of the members, officers, directors or employees of the Trader or its respective affiliates may engage in or make for their own accounts, except as otherwise required by applicable law;
(iii) where there is a limited supply of an investment opportunity, the Trader will use its best efforts to allocate or rotate investment opportunities in a manner deemed equitable, but the Trader cannot assure, and does not assume responsibility for, equality or equity among all accounts and clients;
(iv) by reason of the Trader’s advisory and related activities, the Trader may acquire confidential or material non-public information or be restricted from initiating transactions in certain financial products. It is acknowledged and agreed that the Trader will not be free to divulge, or to act upon, any such confidential or material non-public information with respect to the Trader’s performance of this Agreement and that, due to these restrictions, the Trader may not initiate a transaction for the Series 11 or SP11’s account that the Trader otherwise might have initiated, and Series 11 or SP11’s account may be frozen in an investment position that it otherwise might have liquidated or closed out; and
(v) the Trader reserves the right to charge different fees from those described herein for other accounts for which it directs trading.
(i) Save any ordinary course employment restrictions (or like restrictions applicable to Trader’s Principals in Trader’s governing documents), the Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and and, save for any ordinary course employment restrictions (or like restrictions applicable to Trader’s Principals in Trader’s governing documents), the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the SubsidiarySeries 11, SP11, the Portfolio or any other assets managed by the Adviser.
(hj) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall promptly respond in a timely manner to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate relating directly to the SubsidiarySeries 11 and/or SP11. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the Board.
(ik) Unless otherwise instructed by the Adviser, the Trader shall not have the power, discretion or responsibility to vote any proxies in connection with Commodity Interests in which the Allocated Assets may be invested, and the Adviser shall retain such responsibility.
(l) The Trader shall cooperate in a timely manner promptly and to the extent possible fully with the Adviser, the Subsidiary Series 11, SP11, and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary Series 11, SP11 or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) SEC in written correspondence to the Trader and that relate to the services provided by the Trader to the Subsidiary Series 11 and/or SP11 pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegateedelegate.
(jm) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, any brokerage records and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf in respect of the Subsidiary Portfolio, Series 11 and/or SP11 are the property of the Fund and will be surrendered promptly to the Fund upon request. The Trader further agrees to preserve for the periods, periods prescribed in Rule 31a-2 under the 1940 Act Act, the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(kn) The Trader shall, in a timely manner, shall promptly notify the Adviser of any financial condition that is likely to impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trader to act as a commodity trading advisor (“CTA”) to the Portfolio and to the Subsidiary with respect to that portion of the Portfolio’s assets and the Subsidiary’s assets assets, respectively allocated from time to time to the Trader by the Adviser for the periods and on the terms herein set forth (the “Allocated Assets”). The Trader accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
(b) The Trader shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of the Portfolio and the Subsidiary in accordance with the terms of this Agreement and the Supplemental Trading Agreement entered into by the Adviser and the Trader in relation to the Allocated Assets and in accordance with (i) all governmental, regulatory and self-regulatory laws, rules and regulations applicable to the Trader (collectively “Appicable Law”), including, if applicable, the Commodity Exchange Act, as amended, and the rules and regulations promulgated by the Commodity Futures Trading Commission (the “CFTC”) thereunder (collectively the “CEA”); (ii) subject to the Trader’s best execution and conflicts of interests policies as amended from time to time; (iii) with the care, skill, prudence and diligence that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims and, at a minimum, with the same care, skill, prudence and diligence that the Trader uses in managing the assets of any other account or entity; and (iv) the investment objective, policies and restrictions of the Subsidiary and the Portfolio in relation to the Subsidiary set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trader Trader, (together ii) the “Requirements”), written instructions and directions received from the Adviser and the Fund as delivered; and (iii) all federal and state laws applicable to the extent that Subsidiary and the Requirements do not conflict with the Investment Approach (Trader’s duties under this Agreement, all as defined may be in the Supplemental Trading Agreementeffect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Trader shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire SubsidiaryPortfolio, and the Trader shall not be responsible in any way for the compliance of any assets of the SubsidiaryPortfolio, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trader is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any commodity interests, including futures contracts, options on futures contracts, forward contracts or commodities and swaps (the “Commodity Interests”) on behalf of the Portfolio and/or Subsidiary, as applicable, without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Allocated Assets may be invested in such proportions of Commodity Interests as the Trader shall determine. Notwithstanding the foregoing provisions of this Section 1(b), however however, (i) the Trader shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for the Portfolio and/or Subsidiary to comply with the Policies, and (ii) upon notice to the Trader, the Adviser may effect in-kind redemptions with shareholders of the Portfolio with securities included within the Allocated Assets.
(c) The Trader shall be entitled to rely on directions, instructions and other communications that it reasonably believes are from the Adviser.
(d) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trader shall place orders pursuant to its determinations with any futures commission merchant the Trader so chooses, provided, however, the orders are settled with a futures commission merchant with which the Subsidiary Portfolio or Subsidiary, as applicable, has an account.
(ed) The Trader hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”).
(i) The Trader shall use its reasonable efforts to cooperate with the Adviser to satisfy any compliance requirements that arise under applicable law, including any that the Adviser makes the Trader aware of that may arise because the Fund is registered under the 0000 Xxx.
(fe) The Trader may, on occasions when it deems the purchase or sale of a Commodity Interest to be in the best interests of the Subsidiary Portfolio as well as other fiduciary or agency accounts managed by the Trader, aggregate, to the extent permitted by applicable laws and regulations, the Commodity Interests to be sold or purchased in order to obtain the best overall terms available. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Trader in the manner it considers to be most fair and equitable over time to the Portfolio and to its other accounts. In that connection, however, the Trader agrees that: (i) in rendering consulting, advisory and management services to other Commodity Interest trading accounts and entities, it will use its best efforts to achieve an equitable treatment of all accounts and will use a fair and reasonable system of order entry for all accounts; and (ii) it will not deliberately use any trading strategies for the Portfolio or Subsidiary which it or its principals know are inferior to those employed by other accounts. The Trader further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. The Trader will be entitled to use that portion of the applicable position limits that bears the same relationship that the Allocated Assets bears to all of the Portfolio’s or Subsidiary's assets, as applicable. If, at any time during the term of this Agreement, the Trader is required to aggregate the Portfolio’s assetsor Subsidiary's Commodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, the Trader will promptly notify the Adviser if the Portfolio’s or Subsidiary's positions are included in an aggregate amount which exceeds the applicable speculative position limit. If the speculative positions limits are reached in any Commodity Interest contract, the Trader will modify the trading instructions to the Portfolio and Subsidiary, as applicable, and its other accounts in a reasonable and good faith effort to achieve an equitable treatment of all accounts. The Trader currently believes and represents that such CFTC or exchanged imposed speculative limits will not materially affect its trading recommendations or strategy for the Portfolio or Subsidiary given the Trader’s 's current accounts and all proposed accounts for which the Trader has a contract to act as a CTA.
(f) The Trader, in connection with its rights and duties with respect to the Portfolio, Subsidiary and the Fund shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
(g) The services of the Trader hereunder are not deemed exclusive and the Trader shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Trader will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Trader will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Subsidiary, the Portfolio or any other assets managed by the Adviser.
(h) The Trader shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trader shall promptly respond in a timely manner to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records that are maintained by the Trader and relate relating directly to the Portfolio and/or Subsidiary. The Trader shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material in its possession requested by or required to be delivered to the Board.
(i) Unless otherwise instructed by the Adviser, the Trader shall not have the power, discretion or responsibility to vote any proxies in connection with Commodity Interests in which the Allocated Assets may be invested, and the Adviser shall retain such responsibility.
(j) The Trader shall cooperate in a timely manner promptly and to the extent possible fully with the Adviser, the Portfolio, Subsidiary and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio, the Subsidiary or the Adviser brought by any governmental or regulatory authorities. The Trader shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the CFTC or the United States Securities and Exchange Commission (“SEC”) in written correspondence to the Trader and that relate to the services provided by the Trader to the Portfolio or Subsidiary pursuant to this Agreement. The Trader shall provide such notification within a reasonable period after receiving the correspondence. The Trader shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegatee.
(jk) The Trader shall maintain separate detailed records of all matters pertaining to the Allocated Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved, pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act and/or by the CFTC, that are prepared or maintained by the Trader on behalf of the Subsidiary Allocated Assets are the property of the Fund and will be surrendered promptly to the Fund upon request. The Trader further agrees to preserve for the periods, prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act, and/or by the CFTC.
(kl) The Trader shall, in a timely manner, shall promptly notify the Adviser of any financial condition that is likely to impair the Trader’s ability to fulfill its commitments under this Agreement.
(l) The Adviser and the Subsidiary each affirm that it has reviewed the Prospectus of [] and acknowledge all risk warnings and other information set out therein.
(m) The Adviser and the Subsidiary each acknowledges that different accounts, even though traded according to the same investment program, can have varying investment results. The reasons for this include numerous material differences among accounts, but not limited to:
(a) the periods during which accounts are active; (b) the investment program used (although all accounts may be traded in accordance with the same approach, such approach may be modified periodically as a result of ongoing research and development by the Trader); (c) leverage employed; (d) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (e) the amount of interest income earned by an account, which will depend on the rates paid by a broker on equity deposits and/or on the portion of an account invested in interest-bearing obligations such as U.S. Treasury Bills; (f) the amount of management fees and performance fees and the brokerage commissions paid; (g) the timing of orders to open or close positions; (h) the market conditions, which in part determine the quality of trade executions; (i) trading instructions/restrictions of the client; (j) procedures governing the timing for the commencement of trading and the method of moving toward full portfolio commitment for new accounts; (k) variation in fill prices; and (l) the timing of additions and withdrawals.
(n) The Adviser and the Subsidiary each specifically acknowledges that, in agreeing to manage the Allocated Assets, the Trader is in no respect making any guarantee of profits or protections against loss.
Appears in 1 contract
