CAMPBELL GLOBAL TREND FUND, L.P. — TREND FOLLOWING SERIES (USD) GLOBAL INSTITUTIONAL MASTER CUSTODY AGREEMENT (limited partnership)
EXHIBIT 10.5
XXXXXXXX GLOBAL TREND FUND, L.P. — TREND FOLLOWING SERIES (USD)
GLOBAL INSTITUTIONAL
MASTER CUSTODY AGREEMENT
(limited partnership)
GLOBAL INSTITUTIONAL
MASTER CUSTODY AGREEMENT
(limited partnership)
THIS AGREEMENT, effective as of the 25th day of March, 2010, is made between the
Xxxxxxxx Global Trend Series (USD), a series (the “Series”) of the XXXXXXXX GLOBAL TREND FUND,
L.P., a series limited partnership organized and existing under the laws of Delaware (the
“Partnership”), and THE NORTHERN TRUST COMPANY, an Illinois corporation, of Chicago,
Illinois (“Northern”).
Pursuant to the Delaware Revised Uniform Limited Partnership Act, as amended,the Partnership
provides for the limitation of liability of each series formed under the Partnership with respect
to the debts, liabilities, obligations and expenses of such series and not those of any other
series or the Partnership. The Series and classes within the Series currently existing under the
Partnership are identified in Exhibit A attached hereto.
The Series hereby appoints Northern as its agent to establish and maintain custody accounts in
the name of the Series (the “Accounts”) and to hold in such Accounts those assets of the Series as
are transferred to it from time to time.
The Series shall direct Northern to establish one or more separate accounts (“Separate
Account”) for cash, securities and other property of the Accounts received by Northern from time to
time. Each Separate Account shall be managed by either the Series or an investment manager
appointed by the Series. By written direction the Series will designate assets of the Accounts to
be allocated to each Separate Account and direct Northern to transfer assets of the Accounts to or
from each Separate Account. With respect to cash deposited in Northern’s banking department, the
Separate Accounts are maintained as a matter of convenience and, therefore, Northern may aggregate
the Separate Accounts for purposes of its depository requirements. All assets, other than cash,
will be maintained by Northern in segregated accounts and accounted for separately from Northen’s
own assets.
Unless directed otherwise in writing, Northern shall have with respect to the Accounts the
powers and duties as hereinafter provided, except that no such direction shall change Northern’s
powers and duties hereunder without Northern’s consent.
Northern and the Series agree as follows:
1. Northern shall hold and safeguard the cash, securities, and other property in the
Accounts and shall collect the income and principal thereof when due.
2. Northern may hold securities or other property of each Separate Account through an agent
or in the name of its nominee or in a corporate depository or federal book
entry account system or other form as it deems best. All securities held directly or indirectly in
the Account shall be segregated on Northern’s books and records from Northern’s own assets and the
assets of other Northern clients, and shall be held by Northern for the exclusive account and
benefit of the Series, and beneficial ownership of the securities shall at all times remain vested
in the Series; the books and records of Northern shall so identify the securities and the Accounts.
Northern shall forward any proxies relating to securities or other property held in the Accounts
to the appropriate investment manager, or, in accounts where no investment manager has been
appointed, to the Series or the Series’ designee, and Northern shall process such proxies as
directed by the investment manager, the Series, or the Series’ designee.
3. With respect to a Separate Account managed by the Series, all security transactions shall
be placed through brokers of its choice. Each investment manager appointed by the Series is
authorized to execute security trades directly with respect to its respective Separate Account.
Northern is hereby directed to receive and pay for securities purchased, in accordance with
industry practice, and to deliver, in accordance with industry practice, securities sold, by the
Series or by an investment manager. The Series has the right under applicable law to receive, at
no additional cost, separate notifications of certain securities transactions; however, unless the
Series directs otherwise in writing, the Series agrees not to receive such separate notifications
of securities transactions and that all securities transactions will be reported on the Series’
periodic statements of account. Under no circumstance shall Northern pay any money to an
investment manager except pursuant to written instructions by the Series. Northern shall issue its
operating instructions to the Series and to an investment manager as it deems appropriate.
4. Northern is authorized, but shall not be obligated, to credit the Accounts provisionally
on payable date with interest, dividends, distributions, redemptions or other amounts due.
Otherwise, such amounts will be credited to the Accounts on the date such amounts are actually
received by Northern and reconciled to the Accounts. In cases where Northern has credited the
Accounts with such amounts prior to actual collection and reconciliation, the Series agrees that
Northern may reverse such credit as of payable date if and to the extent that it does not receive
such amounts in the ordinary course of business. The Series acknowledges that Northern shall be
entitled to recover from the Series on demand such provisional credit, plus its fee, applicable
from time to time, in connection with such provisional credit.
5. Northern is authorized, but shall not be obligated, to advance its own funds to complete
transactions in cases where adequate funds may not otherwise be available to the Accounts. The
Series acknowledges that Northern shall be entitled to repayment of any amounts advanced plus its
fee, applicable from time to time, in connection with advancing such funds.
6. The Series recognizes that any decision to effect a provisional credit or an advancement
of Northern’s own funds to the Accounts pursuant to this Agreement will be an accommodation granted
entirely at Northern’s option and in light of the particular circumstances, which circumstances may
involve conditions in different countries, markets and classes of assets at different times. All
amounts thus due to Northern under this
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agreement with respect to a provisional credit or advancement of Northern’s funds to the Accounts
shall be paid by Northern from the Accounts unless otherwise paid by the Series on a timely basis
and in that connection the Series acknowledges that Northern has a continuing lien on all Account
assets to secure such payments and agrees that Northern may apply or set off against such amounts
any amounts credited by or due from Northern to the Series. If funds in the Accounts are
insufficient to make any such payment, the Series shall promptly deliver to Northern the amount of
such deficiency in immediately available funds when and as specified by Northern’s written or oral
notification.
7. Northern may execute and deliver as agent of the Series, and pursuant to the Series’
directions or the directions of an investment manager, any assignments, stock or bond powers or
other documents or instruments and, in particular (a) may sell, assign, transfer, or make other
disposition of any security or other property in the Accounts in accordance with industry practice;
(b) may obtain any payment due; and (c) may make payment in accordance with industry practice for
any securities purchased or otherwise acquired. Northern may execute any and all documents by
signing as agent of the Series or as its attorney-in-fact pursuant to this authorization.
8. Subject to contrary instructions from the Series or an investment manager, United States
Dollars held by Northern shall be invested for short term purposes in the investment fund specified
in a separate writing from the Series (which writing may be modified by the Series from time to
time). The Series accepts that temporary cash investments may require additional documentation and
such investments may include, without limitation, deposit obligations of Northern’s banking
department or that of an affiliate, common and collective funds maintained by Northern or an
affiliate, and money market mutual funds of which Northern or an affiliate may be a sponsor,
investment advisor, manager or custodian, and from which Northern or an affiliate may receive
separate compensation.
9. Northern shall at all times exercise due care in dealing with the Accounts pursuant to the
standard of care of a prudent, professional custodian for hire in the United States with the care,
skill, prudence, and diligence under the circumstances then prevailing that a professional
custodian acting in like capacity and familiar with such matters would use..
10. If a corporation whose common stock declares a dividend in such stock, and payment of
such dividend results in a fractional share, Northern shall sell such fraction.
11. Northern’s duties shall be limited to those expressly set forth in this agreement.
Northern shall have no obligation to make any investment review, to consider the propriety of
holding or selling any property in the Accounts or to provide any advice in that regard. Northern
shall incur no liability to the Series or the Accounts for any act taken or omitted by Northern or
any of its agents pursuant to this agreement and shall be indemnified by the Series for any
losses, expenses, penalties or taxes arising from following directions given to Northern pursuant
to this agreement or for failing to act in the absence of directions. Northern shall have no
responsibility for the solvency or financial condition of any agent engaged in connection with the
provision of services to the
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Accounts, and shall incur no liability to the Series or the Accounts for any loss arising
therefrom. This paragraph 11 shall survive the termination of this agreement.
12. Northern shall furnish the Series with periodic statements of account showing all
receipts and disbursements and the property in each Separate Account and the market value thereof.
Northern shall provide the Series with daily access to unaudited data pursuant to Northern’s
Northern Trust Passport® applications, subject to such additional terms and conditions as Northern
may require. Account statements will be provided monthly. Northern shall incur no liability to
the Series or the Accounts for any loss which may arise from the mispricing of Account assets by
any broker, pricing service or other person upon whose valuation Northern relies in good faith. A
statement of account shall be approved by the Series by written notice delivered to Northern or by
failure to object to the statement of account within sixty (60) days of the date upon which the
statement of account was delivered to the Series. To the extent permitted by law, the approval of
a statement of account shall constitute a full and complete discharge to Northern as to all matters
set forth in that statement of account. In no event shall Northern be precluded from having its
statement of account settled by a judicial proceeding.
13. This agreement may be terminated at any time upon thirty (30) days written notice from
the Series to Northern or from Northern to the Series and upon the expiration of such forty-five
(45) day period, Northern shall promptly deliver all cash, securities and other property then in
the Accounts to the Series or in accordance with the Series’ order.
14. The Series warrants that the performance by Northern of its duties in accordance with
this agreement will not cause Northern to violate any applicable law, and that applicable law
imposes no duties beyond those expressly assumed by Northern under this agreement.
15. Northern shall receive such reasonable compensation for its services as agreed upon from
time to time between it and the Series. In addition, Northern shall be reimbursed for any expenses
(including accounting and legal fees) it reasonably incurs in connection with the Accounts. Those
items of expense and compensation shall be paid from the Accounts unless otherwise agreed in
writing. This paragraph 20 shall survive the termination of this agreement.
16. Northern shall make distributions from the Accounts to such persons, in such amounts, at
such times and in such manner as the Series shall from time to time direct in writing. Northern
shall not be liable for any distribution made in good faith without actual notice or knowledge of
the changed condition or status of the recipient. If any distribution made by Northern is returned
unclaimed, it shall notify the Series and shall dispose of the distribution as the Series directs.
Pursuant to making distributions, Northern may deposit cash in any depository including its own
banking department, without any liability for the payment of interest thereon, notwithstanding
Northern’s receipt of “float” from such uninvested cash.
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17. Northern shall have no duty to file any tax information, reports, returns or other
filings of any kind except where it is directed by the Series and consents in writing to do so.
18. The provisions of the law of New York shall govern the validity, interpretation and
enforcement of this agreement. The invalidity of any part of this agreement shall not affect the
remaining parts hereof. This agreement may be modified at any time by a writing signed by the
parties hereto.
19. Any action required to be taken by the Series shall be by the written direction of one
or more person or persons as shall be authorized by the Series and as identified in a certificate
signed by the General Partner of the Partnership or Serieswhich certificate shall be filed with
Northern. Northern may conclusively rely on a direction which it believes in good faith is from a
person or persons identified as provided above until further written notice from the Series.
Northern shall incur no liability to the Series or the Accounts for acting on any instruction,
direction or other communication on which Northern is authorized to rely pursuant to this
agreement, or for any delay in delivery or non-delivery or error in transmission.
Notices to the Series shall be sent to:
Xxxxxx X. Xxxxx &
Xxxxxxx X. Xxxxxxx
Xxxxxxxx & Company, Inc.
0000 Xxxxxx Xxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxx
Xxxxxxxx & Company, Inc.
0000 Xxxxxx Xxxx Xxxxx
Xxxxxxxxx, XX 00000
20. Notwithstanding any other provision of this agreement, instructions, directions and
other communications provided under this agreement may be given to Northern by letter, telex, SWIFT
or other electronic or electro-mechanical means deemed acceptable by Northern, including the use of
Northern’s Northern Trust Passport® applications, subject to such additional terms and conditions
as Northern may require. In its sole discretion, Northern may, but shall not be required to,
accept instructions, directions or other communications given to Northern by telephone. Any
instructions, directions or other communications given to Northern by telephone shall promptly
thereafter be confirmed in writing, but Northern will incur no liability for the Series’ failure,
or the failure of an investment manager, to send such written confirmation or for the failure of
any such written confirmation to conform to the telephonic instruction received by Northern.
21. Northern shall incur no liability to the Series or the Accounts (i) for any indirect,
incidental, consequential, special, exemplary or punitive damages, whether or not Northern knew of
the likelihood of such damages, or (ii) for any delay in performance, or non-performance, of any
obligation hereunder to the extent that the same is due to forces beyond Northern’s reasonable
control, including but not limited to delays, errors or interruptions caused by the Series or third
parties, any industrial, juridical, governmental, civil or military action, acts of terrorism,
insurrection or revolution, nuclear fusion, fission
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or radiation, failure or fluctuation in electrical power, heat, light, air conditioning or
telecommunications equipment, or acts of God.
22. The Series may engage Northern or any of Northern’s affiliates, as the Series’ agent, to
provide transition or liquidation services in connection with the removal of an investment manager,
or for any other reason, pursuant to a separate written agreement between the Series and Northern
or any of Northern’s affiliates. The Series may engage Northern Trust Securities, Inc., or any
other of Northern’s affiliates, as a commission recapture provider.
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IN WITNESS WHEREOF, the Series, of the Partnership, and Northern have each executed
this agreement by their respective duly authorized officers, effective as of the day and year first
above written.
| XXXXXXXX GLOBAL TREND FUND, L.P. — TREND FOLLOWING SERIES (USD) by Xxxxxxxx & Company, Inc., its General Partner |
||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Xxxxxx X. Xxxxx | ||||
| Its: General Counsel | ||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Xxxxxxx X. Xxxxxxx | ||||
| Its: Chief Financial Officer | ||||
The undersigned, Xxxxxx X. Xxxxx, does hereby certify that he/she is the duly elected,
qualified and acting General Counsel of Xxxxxxxx & Company, Inc. the General Partner (the “General
Partner”) of Xxxxxxxx Global Trend Fund, L.P. (the “Partnership”) and further certifies
that the person whose signature appears above is a duly elected, qualified and acting officer of
the General Partner with full power and authority to execute this Master Custody Agreement on
behalf of the Series of the Partnership and the General Partner and to take such other actions and
execute such other documents as may be necessary to effectuate this agreement.
| /s/ Xxxxxx X. Xxxxx | ||||
| General Counsel | ||||
| THE NORTHERN TRUST COMPANY |
||||
| By: | /s/ Xxxx Xxxxx | |||
| Xxxx Xxxxx | ||||
| Its: Vice President | ||||
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Exhibit A
| • | Xxxxxxxx Global Trend Fund, L.P., Global Trend Series (USD) |
Class A (USD)
Class B (USD)
Class C (USD)
Class D (USD)
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