Duties of the Trading Advisor Sample Clauses: 211 Samples

Appears in 1 contract

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

Duties of the Trading Advisor. (a) ~~Speculative Trading~~Mr. Lerner will use multiple ▇▇▇▇▇▇▇ ▇pproaches operated by the Trading Advisor in connection with the management of the Partnership's assets. ~~Commencing on December 3~~Initially, ~~2001~~Mr. Lerner intends to use th▇▇▇ ▇▇ ▇▇▇ Trading Advisor's approaches: Vulcan, Argo and Rex. A separate account(s) w▇▇▇ be maintained for each trading approach at the ~~-------------------~~ Partnership's commodity broker(s). The aggregate amount originally allocated to the Trading Advisor, together with cumulative profits thereon as a result of futures trading, including any interest income earned thereon, less any allocated fees and expenses and adjusted for additions and withdrawals, shall be the "Trading Advisor's Allocated Assets." Management and performance fees paid or accrued, commissions charged, extraordinary expenses, and any other specific liabilities attributable to the account(s) shall be chargeable to such account(s). After consultation with the Trading Advisor, Mr. Lerner may reallocate or ▇▇▇▇▇▇▇▇ at any time all or a portion of the Partnership's assets being directed by a particular trading approach of the Trading Advisor and may allocate additional assets of the Partnership to any of the trading approaches or to a new approach of the Trading Advisor. (b) The Trading Advisor shall act as a trading advisor for the Trading Company, acting independently from any other advisors or managers selected to direct accounts on behalf of the Trading Company. The Trading Advisor and the Trading Company agree that in managing an account for the Trading Company, the Trading Advisor shall apply its Balanced Portfolio Program as contemplated by the Trading Advisor's Commodity Trading Advisor Disclosure Document dated October 31, 2001 (the "Initial CTA Disclosure Document"), as such program may be developed and modified over time (except that the Trading Advisor may not abandon the basic asset allocation principles on which the Balanced Portfolio Program is based). The Trading Advisor may use a different program in managing the Trading Company's account only with the consent of the Trading Company. Except as provided otherwise in this Section 1, the Trading Advisor shall have sole and exclusive authority and responsibility for directing determine the investment and reinvestment of the Trading ~~Company~~Advisor's ~~assets~~ Allocated Assets on the terms and conditions set forth in this Agreement and in accordance with the Trading Policies set forth in the current Offering Memorandum for the Partnership and the Trading Advisor's trading approach (which term, for purposes of this Agreement, shall include trading instructions, methods and systems), as described in the latest disclosure document filed by the Trading Advisor with the Commodity Futures Trading Commission ("CFTC"). The Trading Advisor shall have sole discretion and use its best efforts in determining independently the investment and reinvestment of the Trading Advisor's Allocated Assets pursuant to the trading approach as so described, except that Mr. Lerner may overrule the ▇▇▇▇▇▇▇▇▇▇ns of the Trading Advisor (i) to the extent necessary to comply with speculative position limits, (ii) to the extent that Mr. Lerner believes doing so ▇▇ ▇▇▇▇▇▇ary or advisable for the protection of the Partnership, or (iii) to the extent otherwise described herein. (c) The Trading Advisor may, in its discretion, alter its trading approach in investing and reinvesting the Trading Advisor's Allocated Assets, provided that the Trading Advisor determines that such alteration is in the best interests of the Partnership. The Trading Advisor will give prompt notice in writing to Mr. Lerner of any change (i) ▇▇ ▇▇▇▇ ▇rading approach which the Trading Advisor considers to be material, and (ii) in the management or ownership of the Trading Advisor. (d) Neither the Trading Advisor, nor any employee or officer of the Trading Advisor or any person who controls the Trading Advisor shall be liable to Mr. Lerner, the Partnership, ▇▇ ▇▇▇ ▇▇her firm, person or organization under this Agreement except as set forth in Section 9 hereof; it being understood that trading profits recognized or losses incurred on behalf of the Partnership shall be for the account of the Partnership and the Trading Advisor shall not incur any liability for such profits or losses provided the Trading Advisor would not otherwise be liable to the Partnership under the terms hereof. (e) The Partnership or Mr. Lerner will instruct the ▇▇▇▇▇▇▇▇▇ip's commodity broker(s) to furnish copies of all trade confirmations and monthly trading reports to the Trading Advisor. On a daily basis after the close of trading, the Trading Advisor shall check out with the Partnership's broker(s). The Trading Advisor will maintain a record of all purchase and sale statements furnished to it by the Partnership's commodity broker for the Partnership's account with respect to the Trading thereto. The Trading Advisor agrees to notify Mr. Lerner immediately of an▇ ▇▇▇▇▇▇▇▇s with respect to a trade on behalf of the Partnership and to notify Mr. Lerner promptly of any o▇▇▇▇ ▇▇ ▇▇ade for the Partnership which the Trading Advisor believes was not executed in accordance with the Trading Advisor's ~~best judgment and the Balanced Portfolio Program as described in the Initial CTA Disclosure Document, and as refined and modified from time~~ instructions to time in the future in accordance herewith, for the period and on the terms and conditions set forth herein and in accordance with the Trading Company's trading strategies and policies (the "Trading Strategies") as described in the Prospectus and the Limited Partnership Agreement of the Trading Company (the "Limited Partnership Agreement") or as may be modified by the Trading Company with the prior consent of the Trading Advisor. Notwithstanding the foregoing, the Trading Company or the General Partner may override the trading instructions of the Trading Advisor to the extent necessary: (i) to comply with the Trading Strategies; (ii) to fund any distributions or redemptions of Units to be made by the Partnership; (iii) to pay the Trading Company's and the Partnership's expenses; (iv) to deleverage the Trading Company in accordance with the terms of the Prospectus; and/or (v) to comply with speculative position limits; provided that the Trading Company and the General Partner shall permit the Trading Advisor three days in which to liquidate positions for the purposes set forth in clauses (ii), (iii) and (v) prior to exercising their override authority. The Trading Advisor will not be liable to the Trading Company solely as a result of any loss caused by the intervention of Trading Company or the General Partner. The Trading Company and the General Partner both specifically acknowledge that in agreeing to manage an account for the Trading Company the Trading Advisor is in no respects making any guarantee of profits or of protections against loss. The Trading Advisor shall give the Trading Company prompt written notice of any proposed material change in the Balanced Portfolio Program or the manner in which trading decisions are to be made or implemented and shall not make any such proposed change with respect to trading for the Trading Company without having given the Trading Company and the General Partner at least 30 days' prior written notice of such change. The addition and/or deletion of commodity interests from the Trading Company's portfolio managed by the Trading Advisor shall not be deemed a change in the Balanced Portfolio Program and prior written notice to the Trading Company or the General Partner shall not be required therefor (unless the deletion constitutes an abandonment of the basic asset allocation principles on which the Balanced Portfolio Program is basedbroker(s).

Appears in 1 contract

Sources: Trading Advisor Agreement (Willowbridge Fund Lp)

Duties of the Trading Advisor. (a) ~~Speculative Trading. Commencing~~ Upon the commencement of trading operations on ~~December 3~~or about November 1, ~~2001,~~ 2008 by the ~~-------------------~~ Trading Advisor ~~shall act as~~ with respect to a ~~trading advisor for the Trading Company, acting independently from any other advisors or managers selected to direct accounts on behalf~~ portion of the ~~Trading Company. The Trading Advisor and~~ assets of the ~~Trading Company agree that in managing an account for the Trading Company~~Fund, the Trading Advisor ~~shall apply its Balanced Portfolio Program~~ hereby agrees to act as ~~contemplated by the Trading Advisor's Commodity~~ a Trading Advisor ~~Disclosure Document dated October 31, 2001 (~~for the ~~"Initial CTA Disclosure Document")~~Fund and, as such program may be developed and modified over time (except that the Trading Advisor may not abandon the basic asset allocation principles on which the Balanced Portfolio Program is based). The Trading Advisor may use a different program in managing the Trading Company's account only with the consent of the Trading Company. Except as provided otherwise in this Section 1such, ~~the Trading Advisor~~ shall have ~~sole and exclusive~~ authority and responsibility for directing the investment and reinvestment of that portion of the Fund’s assets that is allocated to the Trading ~~Company's assets pursuant~~ Advisor, which shall consist of the Allocated Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, allocated to the Trading Advisor as specified in writing by the Managing Owner and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Managing Owner (the “Trading Policies”); provided, (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the Account in accordance with the Trading Policies and trading systems, methods, and strategies of the Trading Advisor described in the Disclosure Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor~~'s best judgment~~ , from time to time, incorporates into its trading approach for accounts of a similar size to the Account. (ii) Provide the Managing Owner, within 45 days of a request which the Managing Owner may make from time to time, with information comparing the performance of the Account and the ~~Balanced~~ performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the trading systems, methods and strategies used by the Trading Advisor on behalf of the Account over a specified period of time for the purpose of confirming that the Account has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ identities. The Trading Advisor shall, upon the Managing Owner’s request, consult with the Managing Owner concerning any discrepancies between the performance of such Other Accounts and the Account. The Trading Advisor shall promptly inform the Managing Owner in writing of any material discrepancies between the performance of Other Accounts and the performance of the Account of which the Trading Advisor is aware. The Managing Owner acknowledges that the following differences in accounts may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Managing Owner when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Managing Owner, promptly provide the Managing Owner with all information concerning the Trading Advisor and its activities related to the Trading Advisor’s management of the Account reasonably requested by the Managing Owner (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). Additionally, the Trading Advisor agrees to furnish ▇.▇. ▇’▇▇▇▇▇ & Associates, LLC (“RJOB”) by telephone, facsimile or electronic data transmission (i) a final report of all trades at the end of each business day and (ii) a report of any trade made involving a position with a required initial margin equal to 10% or more of the Assets within 30 minutes of the Trading Advisor’s receipt of confirmation, verbal or otherwise, from the executing broker that such a trade has been executed. The Trading Advisor further acknowledges and agrees that the timely provision of all such information is of the essence in order to enable the Fund, its designated entities, and RJOB to monitor and comply with mandatory risk control algorithms imposed upon the operation of the Fund. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Fund and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Fund. (d) Subject to Section 8(a) hereof, *. The Trading Advisor shall have an affirmative obligation to promptly notify the Managing Owner upon the Trading Advisor’s discovery of its own errors with respect to the Account, and the Trading Advisor shall use commercially reasonable efforts to identify and promptly notify the Managing Owner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Fund. (e) Prior to the commencement of trading by the Trading Advisor for the Account, the Managing Owner, on behalf of the Fund, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Fund’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Fund, the Trading Advisor shall utilize its Multi Asset Allocation Portfolio ~~Program~~ (2x-4x) (the “Trading Program”), as described in the ~~Initial CTA~~ Disclosure Document, and as ~~refined and~~ modified from time to time in the future in accordance herewith, for the period and on the terms and conditions set forth herein and in accordance with the Trading Company's trading strategies and policies (the "Trading Strategies") as described in the Prospectus and the Limited Partnership Agreement of the Trading Company (the "Limited Partnership Agreement") or as may be modified by the Trading Company with the prior consent of the Trading Advisor. Notwithstanding the foregoing, the Trading Company or the General Partner may override the trading instructions of the Trading Advisor to the extent necessary: (i) to comply with the Trading Strategies; (ii) to fund any distributions or redemptions of Units to be made by the Partnership; (iii) to pay the Trading Company's and the Partnership's expenses; (iv) to deleverage the Trading Company in accordance with the terms of the Prospectus; and/or (v) to comply with speculative position limits; provided that the Trading Company and the General Partner shall permit the Trading Advisor three days in which to liquidate positions for the purposes set forth in clauses (ii), (iii) and (v) prior to exercising their override authority. The Trading Advisor will not be liable to the Trading Company solely as a result of any loss caused by the intervention of Trading Company or the General Partner. The Trading Company and the General Partner both specifically acknowledge that in agreeing to manage an account for the Trading Company the Trading Advisor is in no respects making any guarantee of profits or of protections against losstime. The Trading Advisor shall give the ~~Trading Company prompt~~ Managing Owner prior written notice of any ~~proposed material~~ change in the ~~Balanced Portfolio~~ Trading Program or that the ~~manner in which trading decisions are~~ Trading Advisor considers to be ~~made or implemented~~ material (and shall not ~~make~~ effect such change on behalf of the Fund without the Managing Owner’s consent), including any ~~such proposed change with respect~~ additional futures interests to trading for the Trading Company without having given the Trading Company and the General Partner at least 30 days' prior written notice of such change. The addition and/or deletion of commodity interests from the Trading Company's portfolio managed be traded by the ~~Trading Advisor shall not be deemed a change in~~ --------------------- * Confidential material redacted and filed separately with the Balanced Portfolio Program and prior written notice to the Trading Company or the General Partner shall not be required therefor (unless the deletion constitutes an abandonment of the basic asset allocation principles on which the Balanced Portfolio Program is based)Commission.

Appears in 1 contract

Sources: Advisory Agreement (Rjo Global Trust)

Duties of the Trading Advisor. (a) ~~Speculative Trading. Commencing~~ Upon the commencement of trading operations on ~~December 3~~or about February 1, ~~2001,~~ 2009 by the ~~-------------------~~ Trading Advisor ~~shall act as~~ with respect to a ~~trading advisor for the Trading Company, acting independently from any other advisors or managers selected to direct accounts on behalf~~ portion of the ~~Trading Company. The Trading Advisor and~~ assets of the ~~Trading Company agree that in managing an account for the Trading Company~~Fund, the Trading Advisor ~~shall apply its Balanced Portfolio Program~~ hereby agrees to act as ~~contemplated by the Trading Advisor's Commodity~~ a Trading Advisor ~~Disclosure Document dated October 31, 2001 (~~for the ~~"Initial CTA Disclosure Document")~~Fund and, as such program may be developed and modified over time (except that the Trading Advisor may not abandon the basic asset allocation principles on which the Balanced Portfolio Program is based). The Trading Advisor may use a different program in managing the Trading Company's account only with the consent of the Trading Company. Except as provided otherwise in this Section 1such, ~~the Trading Advisor~~ shall have ~~sole and exclusive~~ authority and responsibility for directing the investment and reinvestment of that portion of the Fund’s assets allocated to the Trading ~~Company's assets pursuant~~ Advisor, which shall consist of the Allocated Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, allocated to the Trading Advisor, as specified in writing by the Managing Owner and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Managing Owner (the “Trading Policies”); provided, (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Fund in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor described in the Disclosure Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor~~'s best judgment~~ , from time to time, incorporates into its trading approach for accounts the size of the Fund. (ii) Provide the Managing Owner, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Managing Owner may make from time to time, with information comparing the performance of the Fund’s account and the ~~Balanced~~ performance of a representative sample of other client accounts, including the composite performance of all accounts managed (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Fund over a specified period of time for the purpose of confirming that the Fund has been treated equitably compared to such Other Accounts. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ identities. The Trading Advisor shall, upon the Managing Owner’s request, consult with the Managing Owner concerning any discrepancies between the performance of such Other Accounts and the Fund’s account. The Trading Advisor shall promptly inform the Managing Owner in writing of any material discrepancies of which the Trading Advisor is aware. The Managing Owner acknowledges that the following differences in accounts, among other reasons, may cause divergent trading results: different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years. (iii) Inform the Managing Owner when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon request of the Managing Owner, promptly provide the Managing Owner with all information concerning the Trading Advisor and its activities reasonably requested by the Managing Owner (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). Additionally, the Trading Advisor agrees to furnish ▇.▇. ▇’▇▇▇▇▇ & Associates, LLC (“RJOB”) by telephone, facsimile or electronic data transmission (i) a final report of all trades at the end of each business day and (ii) a report of any trade made involving an individual market position with a required initial margin equal to 10% or more of the Assets within 30 minutes of the Trading Advisor’s receipt of confirmation, verbal or otherwise, from the executing broker that such a trade has been executed. The Trading Advisor further acknowledges and agrees that the timely provision of all such information is of the essence in order to enable the Fund, its designated entities, and RJOB to monitor and comply with mandatory risk control algorithms imposed upon the operation of the Fund. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Fund and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Fund. (d) Subject to Section 8(a) hereof, *. The Trading Advisor shall have an affirmative obligation to promptly notify the Managing Owner upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its commercially reasonable efforts to identify and promptly notify the Managing Owner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Fund. (e) Prior to the commencement of trading by the Fund, the Managing Owner, on behalf of the Fund, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Fund’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B). (f) In performing services to the Fund, the Trading Advisor shall utilize its Combined Futures Portfolio ~~Program~~ (2x) (the “Trading Program”), as described in the ~~Initial CTA~~ Disclosure Document, and as ~~refined and~~ modified from time to time in the future in accordance herewith, for the period and on the terms and conditions set forth herein and in accordance with the Trading Company's trading strategies and policies (the "Trading Strategies") as described in the Prospectus and the Limited Partnership Agreement of the Trading Company (the "Limited Partnership Agreement") or as may be modified by the Trading Company with the prior consent of the Trading Advisor. Notwithstanding the foregoing, the Trading Company or the General Partner may override the trading instructions of the Trading Advisor to the extent necessary: (i) to comply with the Trading Strategies; (ii) to fund any distributions or redemptions of Units to be made by the Partnership; (iii) to pay the Trading Company's and the Partnership's expenses; (iv) to deleverage the Trading Company in accordance with the terms of the Prospectus; and/or (v) to comply with speculative position limits; provided that the Trading Company and the General Partner shall permit the Trading Advisor three days in which to liquidate positions for the purposes set forth in clauses (ii), (iii) and (v) prior to exercising their override authority. The Trading Advisor will not be liable to the Trading Company solely as a result of any loss caused by the intervention of Trading Company or the General Partner. The Trading Company and the General Partner both specifically acknowledge that in agreeing to manage an account for the Trading Company the Trading Advisor is in no respects making any guarantee of profits or of protections against losstime. The Trading Advisor shall give the ~~Trading Company prompt~~ Managing Owner prior written notice of any ~~proposed material~~ change in the ~~Balanced Portfolio~~ Trading Program or that the ~~manner in which trading decisions are~~ Trading Advisor considers to be ~~made or implemented~~ material (and shall not ~~make~~ effect such change on behalf of the Fund without the Managing Owner’s consent), including any ~~such proposed change with respect~~ additional futures interests to trading for the Trading Company without having given the Trading Company and the General Partner at least 30 days' prior written notice of such change. The addition and/or deletion of commodity interests from the Trading Company's portfolio managed be traded by the Trading Advisor not already listed on Exhibit C. Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a ~~change in the Balanced Portfolio Program and prior written notice to~~ modification of the Trading ~~Company or~~ Program. * Confidential material redacted and filed separately with the ~~General Partner shall not be required therefor (unless the deletion constitutes an abandonment of the basic asset allocation principles on which the Balanced Portfolio Program is based)~~Commission.

Appears in 1 contract

Sources: Advisory Agreement (Rjo Global Trust)

Duties of the Trading Advisor. a) Speculative Trading. Commencing on December 3, 2001, the ------------------- Trading Advisor shall act as a trading advisor for the Trading Company, acting independently from any other advisors or managers selected to direct accounts on behalf of the Trading Company. The Trading Advisor ~~and the~~ hereby agrees to act as Trading ~~Company agree that in managing an account~~ Advisor for the Trading Company, the Trading Advisor shall apply its Balanced Portfolio Program as contemplated by the Trading Advisor's Commodity Trading Advisor Disclosure Document dated October 31, 2001 (the "Initial CTA Disclosure Document")Partnership and, as such program may be developed and modified over time (except that the Trading Advisor may not abandon the basic asset allocation principles on which the Balanced Portfolio Program is based). The Trading Advisor may use a different program in managing the Trading Company's account only with the consent of the Trading Company. Except as provided otherwise in this Section 1such, ~~the Trading Advisor~~ shall have sole ~~and exclusive~~ authority and responsibility for directing the investment and reinvestment of its allocable share of the Net Assets of the Partnership which shall initially be traded equally among its Global Diversified Program at 150% leverage and its Graham Selective Trading ~~Company's assets pursuant to~~ program at 150% leverage (the "Trading Pro▇▇▇▇▇") on the terms and conditions and in accordance with the ~~Trading Advisor's best judgment~~ prohibitions and trading policies set forth in Exhibit A hereto, the ~~Balanced Portfolio Program as described in the Initial CTA Disclosure Document~~Prospectus, and as ~~refined and modified from time~~ otherwise provided in writing to ~~time in~~ the ~~future in accordance herewith~~Trading Advisor; provided, ~~for~~ however, that the ~~period and on~~ General Partner may override the ~~terms and conditions set forth herein and in accordance~~ instructions of the Trading Advisor to the extent necessary (i) to comply with the ~~Trading Company's~~ trading ~~strategies and~~ policies (of the ~~"Trading Strategies")~~ Partnership, as described in the Prospectus and the Limited Partnership ~~Agreement of the Trading Company (the "Limited Partnership~~ Agreement~~") or as may be modified by the Trading Company~~ , and with ~~the prior consent of the Trading Advisor. Notwithstanding the foregoing~~applicable speculative position limits, ~~the Trading Company or the General Partner may override the trading instructions of the Trading Advisor to the extent necessary: (i) to comply with the Trading Strategies;~~ (ii) to fund any ~~distributions~~ distributions, redemptions or ~~redemptions of Units~~ reappointments among other trading advisors to ~~be made by~~ the Partnership; , (iii) to pay the Partnership's expenses, (iv) to the extent the General Partner believes doing so is necessary for the protection of the Partnership, (v) to terminate the futures interests trading of the Partnership, or (vi) to comply with any applicable law or regulation. The General Partner agrees not to override any such instructions for the reasons specified in clause (iii) of the preceding sentence unless the Trading ~~Company~~Advisor fails to comply with a request of the General Partner to make the necessary amount of funds available to the Partnership within five calendar days of such request. Except as otherwise provided herein, the Trading Advisor shall not be liable for the consequences of any decision by the General Partner to override instructions of the Trading Advisor. In performing services for the Partnership, the Trading Advisor may not materially alter or change the trading programs used by the Trading Advisor in investing and reinvesting its allocable share of the Partnership's Net Assets in futures interests as described in the Prospectus without the prior written consent of the General Partner, it being understood that changes in the futures interests traded shall not be deemed an alteration in the Trading Advisor's trading programs. The Trading Advisor shall: Exercise good faith and due care in trading futures interests for the account of the Partnership in accordance with the prohibitions and trading policies of the Partnership described in Exhibit A hereto, the Prospectus and as otherwise provided in writing to the Trading Advisor. The Trading Advisor shall trade its allocated portion of the Partnership's Net Assets pursuant to the specified trading programs described in the Prospectus (with such changes and additions to such trading programs as the Trading Advisor, from time to time, incorporates into its trading program(s) for accounts the size of the Partnership), unless the Trading Advisor is instructed by the General Partner to trade its allocated portion of the Partnership's Net Assets pursuant to any one or more of the Trading Advisor's other trading programs described in the Prospectus. Subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner, within 30 calendar days of a request therefor by the General Partner, with information comparing the performance of the Partnership's account and the performance of all other client accounts directed by the Trading Advisor using the trading programs used by the Trading Advisor for the Partnership over a specified period of time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor's clients' identities. The Trading Advisor shall, upon the General Partner's request, consult with the General Partner concerning any discrepancies between the performance of such other accounts and the Partnership's expenses; (iv) to deleverage the Trading Company in accordance with the terms of the Prospectus; and/or (v) to comply with speculative position limits; provided that the Trading Company and the General Partner shall permit the Trading Advisor three days in which to liquidate positions for the purposes set forth in clauses (ii), (iii) and (v) prior to exercising their override authorityaccount. The Trading Advisor ~~will not be liable to~~ shall promptly inform the General Partner of any material discrepancies of which the Trading ~~Company solely as a result~~ Advisor becomes aware. The General Partner acknowledges that different trading programs, strategies or implementation methods may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of ~~any loss caused~~ equity, accounts that commence trading at different times, accounts which have different portfolios or different fiscal years and that such differences may cause divergent trading results. Upon request of the General Partner and subject to reasonable assurances of confidentiality by the ~~intervention of~~ General Partner and the Partnership, provide the General Partner with all material information concerning the Trading ~~Company~~ Advisor other than proprietary information (including, without limitation, information relating to changes in control, personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner, except to the extent necessary to conduct the business of the Partnership or as required by law. ~~The Trading Company and~~ Inform the General Partner ~~both specifically acknowledge that in agreeing to manage an account for~~ when the Trading ~~Company~~ Advisor's open positions maintained by the Trading Advisor is exceed the Trading Advisor's applicable speculative position limits. In performing services to the Partnership, the Trading Advisor shall utilize the Trading Programs as described in ~~no respects making any guarantee of profits or of protections against loss~~the Prospectus and as modified from time to time. The Trading Advisor shall give the ~~Trading Company prompt~~ General Partner prior written notice of any ~~proposed material~~ change in the ~~Balanced Portfolio Program or~~ Trading Programs that the ~~manner in which trading decisions are~~ Trading Advisor deems to be ~~made or implemented~~ material (and shall not ~~make any~~ effect such ~~proposed~~ change ~~with respect~~ on behalf of the Partnership without the General Partner's consent), it being understood that changes in the futures interests traded, provided that such futures interests are listed in Exhibit B hereto, shall not be deemed an alteration in the Trading Programs. All purchases and sales of futures interests pursuant to ~~trading~~ this Agreement shall be for the ~~Trading Company without having given~~ account, and at the risk, of the Partnership and not for the account, or at the risk, of the Trading ~~Company~~ Advisor or any of its stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor within the meaning of the Securities Act. All brokerage fee, including give-up fees at rates approved by Morgan Stanley DW arising from trading by the Trading Advisor shall ▇▇ ▇▇r ▇▇▇ ▇▇▇▇▇nt of the Partnership. The Trading Advisor makes no representations as to whether its trading will produce profits or avoid losses. Notwithstanding anything this Agreement to the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Partnership's account, including, but not limited to, payment of the commissions, exchange and NFA fees, and other transaction charges and give-up charges incurred on such trades. The Trading Advisor's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders for execution. The Trading Advisor shall not be responsible for errors committed or caused by Morgan Stanley DW, Morgan Stanley & Co., Incorporated ("MS&Co.") or ▇▇▇ ▇t▇▇▇ ▇▇▇▇▇ br▇▇▇▇ ▇r ▇▇▇▇▇▇s commission merchant executing trades. The Trading Advisor shall have an affirmative obligation to promptly notify the General Partner of its own errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the General Partner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions. Prior to the commencement of trading, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization in the form attached hereto as Exhibit C hereto, appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose. Designation of Additional Trading Advisors and Reallocation of Net Assets. If the General Partner at ~~least 30 days' prior written notice~~ any time deems it to be in the best interests of the Partnership, the General Partner may designate an additional trading advisor or advisors for the Partnership and may apportion to such additional trading advisor(s) the management of such ~~change~~amounts of Net Assets as the General Partner shall determine in its absolute discretion. The ~~addition and/or deletion~~ designation of ~~commodity interests from~~ an additional trading advisor or advisors or replacement of any trading advisor for the Partnership by the General Partner shall not require any approval of any existing trading advisor (including the Trading ~~Company's portfolio~~ Advisor). The designation and retention of an additional trading advisor or replacement trading advisor or advisors and the apportionment of Net Assets to any such trading advisor(s) pursuant to this Section 3 shall neither terminate this Agreement nor modify in any regard the respective rights and obligations of the Partnership, the General Partner and the Trading Advisor hereunder with respect to the assets that remain under the management of the Trading Advisor. In the event that an additional trading advisor is so designated, the Trading Advisor shall thereafter receive management and incentive fees based, respectively, on that portion of the Net Assets managed by the Trading Advisor ~~shall not be deemed a change~~ and that portion of the Trading Profits (as defined in Section 6(c) hereof) properly attributable to the ~~Balanced Portfolio Program~~ trading done by the Trading Advisor. The General Partner may at any time and from time to time upon two business days' prior ~~written~~ notice reallocate Net Assets allocated to the Trading Advisor to any other trading advisor or advisors of the Partnership or allocate additional Net Assets upon two business days' prior notice to the Trading ~~Company~~ Advisor from such other trading advisor or advisors; provided that any such addition to or withdrawal from Net Assets allocated to the Trading Advisor of the Net Assets will only take place on the last day of a month unless the General Partner ~~shall not be required therefor (unless~~ determines that the ~~deletion constitutes an abandonment~~ best interest of the ~~basic asset allocation principles on which the Balanced Portfolio Program is based)~~Partnership require otherwise.

Appears in 1 contract

Sources: Management Agreement (Morgan Stanley Spectrum Select Lp)

Duties of the Trading Advisor. (a) ~~Speculative Trading. Commencing on December 3~~Limited partnership interests in the Partnership will be offered in a offering exempt from registration under the Securities Act of 1933, ~~2001~~as amended, pursuant to Section 4(2) thereof and Regulation D promulgated thereunder (together, the ------------------- Trading Advisor shall act as a trading advisor for the Trading Company, acting independently from any other advisors or managers selected to direct accounts on behalf of the Trading Company“1933 Act”). The ~~Trading Advisor and the Trading Company agree that~~ Partnership will be as described in managing an account for the Trading Company, the Trading Advisor shall apply its Balanced Portfolio Program as contemplated by the Trading Advisor's Commodity Trading Advisor Disclosure Document dated October 31, 2001 a Confidential Offering Memorandum (the ~~"Initial CTA Disclosure Document"), as such program may be developed and modified over time~~ “Memorandum”) filed with the National Futures Association (~~except that~~ the ~~Trading Advisor may not abandon the basic asset allocation principles on which the Balanced Portfolio Program is based~~“NFA”). The Trading Advisor ~~may use a different program~~ will utilize its Global Directional Portfolio trading strategy in ~~managing the Trading Company's account only~~ connection with ~~the consent~~ its management of the ~~Trading Company~~Partnership’s assets. ~~Except as provided otherwise in this Section 1,~~ The aggregate amount allocated to the Trading Advisor including notional funds, together with cumulative profits thereon as a result of its investment activities on behalf of the Partnership, including any interest income earned thereon, less any allocated fees and expenses and adjusted for additions and withdrawals, shall ~~have sole~~ be the “Trading Advisor’s Allocated Assets.” Management and ~~exclusive authority~~ performance fees paid or accrued, commissions charged, and ~~responsibility for directing~~ any other specific liabilities attributable to the Partnership’s account maintained at its futures commission brokers shall be chargeable to such account. (b) The Trading Advisor shall determine the investment and reinvestment of the Trading ~~Company's assets pursuant to and in accordance with the Trading~~ Advisor's best judgment and the Balanced Portfolio Program as described in the Initial CTA Disclosure Document, and as refined and modified from time to time in the future in accordance herewith, for the period and ’s Allocated Assets on the terms and conditions set forth ~~herein~~ in this Agreement and in accordance with the Trading ~~Company's~~ Policies set forth in the current Memorandum and the Trading Advisor’s Global Directional Portfolio trading ~~strategies~~ strategy (which term, for purposes of this Agreement, shall include trading instructions, methods and ~~policies (the "Trading Strategies")~~ systems), as described in the ~~Prospectus and the Limited Partnership Agreement of the Trading Company (the "Limited Partnership Agreement") or as may be modified~~ latest dislosure document field by the Trading ~~Company~~ Advisor with the ~~prior consent~~ NFA or Commodity Futures Trading Commission (the “CFTC”). The Trading Advisor shall have sole discretion and use its best efforts in determining independently the investment and reinvestment of the Trading Advisor~~. Notwithstanding~~ ’s Allocated Assets pursuant to the ~~foregoing~~Global Directional Portfolio trading strategy, ~~the Trading Company or~~ except that the General Partner may ~~override~~ overrule the ~~trading~~ instructions of the Trading Advisor ~~to the extent necessary:~~ (i) to ~~comply with~~ the Trading Strategies; (ii) to fund any distributions or redemptions of Units to be made by the Partnership; (iii) to pay the Trading Company's and the Partnership's expenses; (iv) to deleverage the Trading Company in accordance with the terms of the Prospectus; and/or (v) extent necessary to comply with speculative position limits; , (ii) to the extent that the General Partner believes doing so is necessary or advisable for the protection of the Partnership, or (iii) to the extent otherwise described herein. (c) The Trading Advisor may, in its discretion, alter the Global Directional Portfolio trading strategy in investing and reinvesting the Trading Advisor’s Allocated Assets, provided that the Trading ~~Company and~~ Advisor determines that such alteration is in the ~~General Partner shall permit~~ best interests of the ~~Trading Advisor three days in which to liquidate positions for the purposes set forth in clauses (ii), (iii) and (v) prior to exercising their override authority~~Partnership. The Trading Advisor will ~~not~~ give prompt notice in writing to the General Partner of (i) any change in the Global Directional Portfolio trading strategy which the Trading Advisor considers to be material, and (ii) if any of the Trading Advisor’s principals are no longer actively involved in the daily management of the Trading Advisor. (d) Neither the Trading Advisor, nor any employee or officer of the Trading Advisor or any person who controls the Trading Advisor shall be liable to the ~~Trading Company solely as a result of any loss caused by the intervention of Trading Company or the~~ General Partner~~. The Trading Company and~~ , the ~~General Partner both specifically acknowledge~~ Partnership, or any other firm, person or organization under this Agreement except as set forth in Section 8 hereof; it being understood that ~~in agreeing to manage an account~~ trading profits recognized or losses incurred on behalf of the Partnership shall be for the ~~Trading Company~~ account of the Trading Advisor is in no respects making any guarantee of profits or of protections against loss. The Trading Advisor shall give the Trading Company prompt written notice of any proposed material change in the Balanced Portfolio Program or the manner in which trading decisions are to be made or implemented Partnership and shall not make any such proposed change with respect to trading for the Trading Company without having given the Trading Company and the General Partner at least 30 days' prior written notice of such change. The addition and/or deletion of commodity interests from the Trading Company's portfolio managed by the Trading Advisor shall not incur any liability for such profits or losses provided the Trading Advisor would not otherwise be ~~deemed a change in the Balanced Portfolio Program and prior written notice~~ liable to the ~~Trading Company~~ Partnership under the terms hereof. (e) The Partnership or the General Partner will instruct the Partnership’s futures commission merchant(s) to furnish copies of all trade confirmations and other trading reports to the Trading Advisor in electronic or hard-copy format. On a daily basis after the close of trading, the Trading Advisor shall ~~not be required therefor (unless~~ check out with the ~~deletion constitutes an abandonment~~ Partnership’s broker(s). The Trading Advisor will maintain a record of all purchase and sale statements furnished to it by the Partnership’s broker(s) for the Partnership’s account with respect to the Trading Advisor’s Allocated Assets, and will monitor all open positions relating thereto. The Trading Advisor agrees to notify the General Partner immediately of any error committed by the Trading Advisor or its principals or any of its employees with respect to a trade on behalf of the ~~basic asset allocation principles on~~ Partnership and to notify the General Partner promptly of any order or trade for the Partnership which the ~~Balanced Portfolio Program is based)~~Trading Advisor believes was not executed in accordance with the Trading Advisor’s instructions.

Appears in 1 contract

Sources: Trading Advisor Agreement (RFMC Global Directional Fund LP)

Duties of the Trading Advisor. (a) ~~Speculative Trading. Commencing on December 3, 2001, the -------------------~~ The Trading Advisor ~~shall~~ hereby agrees to act as a trading advisor for the ~~Trading Company, acting independently from any other advisors or managers selected to direct accounts on behalf of the Trading Company~~Partnership. The Trading Advisor and the Trading Company agree that in managing an account for the Trading Company, the Trading Advisor shall apply its Balanced Portfolio Program as contemplated by the Trading Advisor's Commodity Trading Advisor Disclosure Document dated October 31, 2001 (the "Initial CTA Disclosure Document"), as such program may will initially be developed and modified over time (except that the Trading Advisor may not abandon the basic asset allocation principles on which the Balanced Portfolio Program is based). The Trading Advisor may use a different program in managing the Trading Company's account only with the consent allocated 50% of the ~~Trading Company. Except as provided otherwise in this Section 1, the Trading Advisor~~ Partnership Net Assets and shall have sole ~~and exclusive~~ authority and responsibility for directing the investment and reinvestment of its allocable share of the ~~Trading Company's assets~~ Net Assets of the Partnership which shall be traded pursuant to its International Foreign Exchange Program on the terms and conditions and in accordance with the ~~Trading Advisor's best judgment~~ prohibitions and the Balanced Portfolio Program as described in the Initial CTA Disclosure Document, and as refined and modified from time to time in the future in accordance herewith, for the period and on the terms and conditions trading policies set forth ~~herein and~~ in ~~accordance with the Trading Company's trading strategies and policies (the "Trading Strategies") as described in~~ this Agreement or the Prospectus ~~and the Limited Partnership Agreement of the Trading Company (the "Limited Partnership Agreement")~~ or as ~~may be modified by the Trading Company with the prior consent of~~ otherwise provided in writing to the Trading Advisor~~. Notwithstanding the foregoing~~; provided, ~~the Trading Company or~~ however, that the General Partner may override the ~~trading~~ instructions of the Trading Advisor to the extent ~~necessary:~~ necessary (i) to comply with the trading policies of the Partnership described in writing to the Trading ~~Strategies;~~ Advisor and with applicable speculative position limits, (ii) to fund any ~~distributions~~ distributions, redemptions, or ~~redemptions of Units~~ reapportionments among other trading advisors to ~~be made by~~ the Partnership; , (iii) to pay the ~~Trading Company's and the~~ Partnership's expenses; , (iv) to ~~deleverage~~ the ~~Trading Company in accordance with~~ extent the ~~terms~~ General Partner believes doing so is necessary for the protection of the ~~Prospectus; and/or~~ Partnership, (v) to terminate the futures interests trading of the Partnership, or (vi) to comply with ~~speculative position limits; provided that the Trading Company and the~~ any applicable law or regulation. The General Partner ~~shall permit the Trading Advisor three days in which~~ agrees not to ~~liquidate positions~~ override any such instructions for the ~~purposes set forth~~ reasons specified in clauses (ii), ) or (iii) ~~and (v) prior to exercising their override authority. The~~ of the preceding sentence unless the Trading Advisor ~~will not be liable~~ fails to ~~the Trading Company solely as~~ comply with a ~~result~~ request of ~~any loss caused by the intervention of Trading Company or the General Partner. The Trading Company and~~ the General Partner ~~both specifically acknowledge that in agreeing~~ to ~~manage an account for~~ make the ~~Trading Company~~ necessary amount of funds available to the Trading Advisor is in no respects making any guarantee of profits or of protections against loss. The Trading Advisor shall give the Trading Company prompt written notice of any proposed material change in the Balanced Portfolio Program or the manner in which trading decisions are to be made or implemented and shall not make any such proposed change with respect to trading for the Trading Company without having given the Trading Company and the General Partner at least 30 days' prior written notice Partnership within five calendar days of such ~~change~~request. ~~The addition and/or deletion of commodity interests from the Trading Company's portfolio managed by~~ Except as otherwise provided herein, the Trading Advisor shall not be liable for the consequences of any decision by the General Partner to override instructions of the Trading Advisor. In performing services to the Partnership the Trading Advisor may not materially alter the trading program(s) used by the Trading Advisor in investing and reinvesting its allocable share of the Partnership's Net Assets in futures interests as described in the Prospectus without the prior written consent of the General Partner, it being understood that changes in the futures interests traded shall not be deemed an alteration in the Trading Advisor's trading program(s). (b) The Trading Advisor shall: (i) Exercise good faith and due care in trading futures interests for the account of the Partnership in accordance with the prohibitions and trading policies of the Partnership described in the Prospectus and as otherwise provided in writing to the Trading Advisor and the trading programs, systems, methods, and strategies of the Trading Advisor described in the Prospectus, with such changes and additions to such trading programs, systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts the size of the Net Assets allocated to the Trading Advisor. (ii) Subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner, within 30 calendar days of a request therefor by the General Partner, with information comparing the performance of the Partnership's account and the performance of all other client accounts directed by the Trading Advisor using the trading program used by the Trading Advisor for the Partnership over a specified period of time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor's clients' identities. The Trading Advisor shall, upon the General Partner's request, consult with the General Partner concerning any discrepancies between the performance of such other accounts and the Partnership's account. The Trading Advisor shall promptly inform the General Partner of any material discrepancies of which the Trading Advisor is aware. The General Partner acknowledges that different trading programs, systems, methods, and strategies may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, accounts which commence trading at different times, accounts which have different portfolios or different fiscal years, accounts with different expense and interest arrangements, and that the Trading Advisor offers different trading programs and that such differences may cause divergent trading results. (iii) Upon request of the General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner with all material information concerning the Trading Advisor other than proprietary information (including, without limitation, information relating to changes in control, principals, trading approach or any materially adverse change in the ~~Balanced Portfolio Program~~ Trading Advisor's financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor and any other details or other information regarding the trading systems, strategies, methods or programs of the Trading Advisor will be held in confidence by the General Partner and the Partnership, except to the extent necessary, in the reasonable judgment of the General Partner, to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (v) Not trade spot and forward contracts on physical and cash commodities, other than in connection with exchange for physical transactions, without the prior written ~~notice~~ consent of the General Partner, which consent the General Partner may withhold in its sole discretion. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Partnership and not for the account, or at the risk, of the Trading Advisor or any of its stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees arising from trading by the Trading Advisor shall be for the account of the Partnership. The Trading Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) Notwithstanding anything in this Agreement to the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Partnership's account, including payment of the floor brokerage commissions, exchange and NFA fees, and other transaction charges and give-up charges incurred on such trades but only for the amount of DWR's out-of-pocket costs in respect thereof. The Trading Advisor's errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders for execution. The Trading Advisor shall not be responsible for errors committed or caused by DWR, any clearing commodity broker designated by DWR to clear futures interests trades for the Partnership (the "Clearing Commodity Broker"), or any other floor broker or futures commission merchant executing trades. Initially, ▇▇▇▇ Futures Inc. shall serve as the Non-Clearing Commodity Broker. The Trading Advisor shall have an affirmative obligation promptly to notify the General Partner of its own errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the General Partner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions. (e) Prior to the commencement of trading, the General Partner on behalf of the Partnership shall deliver to the Trading ~~Company or~~ Advisor a trading authorization appointing the ~~General Partner shall not be required therefor (unless~~ Trading Advisor the ~~deletion constitutes an abandonment of the basic asset allocation principles on which the Balanced Portfolio Program is based)~~Partnership's attorney-in-fact for such purpose.

Appears in 1 contract

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

Duties of the Trading Advisor. (a) ~~Speculative Trading. Commencing~~ Upon the commencement of trading operations on ~~December 3~~or about March 1, ~~2001,~~ 2010 by the ~~-------------------~~ Trading Advisor ~~shall act as a trading advisor for the Trading Company, acting independently from any other advisors or managers selected to direct accounts~~ on behalf of the ~~Trading Company. The Trading Advisor and the Trading Company agree that in managing an account for the Trading Company~~Partnership, the Trading Advisor ~~shall apply its Balanced Portfolio Program~~ hereby agrees to act as ~~contemplated by the Trading Advisor's Commodity~~ a Trading Advisor ~~Disclosure Document dated October 31, 2001 (~~for the ~~"Initial CTA Disclosure Document")~~Partnership and, as such program may be developed and modified over time (except that the Trading Advisor may not abandon the basic asset allocation principles on which the Balanced Portfolio Program is based). The Trading Advisor may use a different program in managing the Trading Company's account only with the consent of the Trading Company. Except as provided otherwise in this Section 1such, ~~the Trading Advisor~~ shall have sole ~~and exclusive~~ authority and responsibility for directing the investment and reinvestment of its allocated portion of the Net Assets of the Partnership which initially shall be traded pursuant to its Quantitative Strategies 2X Program as described in the written materials provided to the General Partner, including the DKR Fusion Quantitative Strategies 2X Fund Ltd. Confidential Memorandum dated as of February (the "Disclosure Documents") (with the acknowledgment from the parties hereto, that from time to time, the performance and portfolio of the account traded on behalf of the Partnership may differ from that of the Quantitative Strategies 2X Program as agreed to by the General Partner and the Trading ~~Company's assets~~ Advisor), and may be subsequently traded pursuant to such other of the Trading Advisor’s programs described in the Disclosure Document as agreed to by the General Partner and the Trading Advisor (with such changes and additions to such trading programs as the Trading Advisor, from time to time, incorporates into its trading program(s) for accounts the size of the Partnership and for trades that are permitted for the Partnership), (collectively, the “Trading Program”) on the terms and conditions and in accordance with the ~~Trading Advisor's best judgment~~ prohibitions and the Balanced Portfolio Program as described in the Initial CTA Disclosure Document, and as refined and modified from time to time in the future in accordance herewith, for the period and on the terms and conditions trading policies set forth ~~herein and~~ in ~~accordance with the Trading Company's trading strategies and policies (the "Trading Strategies") as described in the Prospectus and~~ Exhibit A hereto, the Limited Partnership Agreement ~~of the Trading Company (the "Limited Partnership Agreement") or~~ and as ~~may be modified by the Trading Company with the prior consent of~~ otherwise provided in writing to the Trading Advisor~~. Notwithstanding the foregoing~~; provided, ~~the Trading Company or~~ however, that the General Partner may override the ~~trading~~ instructions of the Trading Advisor without notice to the Trading Advisor to the extent ~~necessary:~~ necessary (i) to comply with the trading policies of the Partnership, as described in Exhibit A hereto, and the Limited Partnership Agreement, and as otherwise provided in writing to the Trading ~~Strategies;~~ Advisor, and with applicable speculative position limits, (ii) to fund any ~~distributions~~ distributions, redemptions or ~~redemptions of Units~~ reapportionments among other trading advisors, if any, to ~~be made by~~ the Partnership; , (iii) to pay the ~~Trading Company's and the~~ Partnership's ’s expenses; , (iv) to ~~deleverage~~ the ~~Trading Company in accordance with~~ extent the ~~terms~~ General Partner believes doing so is necessary for the protection of the ~~Prospectus; and/or~~ Partnership, (v) to terminate the futures interests trading of the Partnership, or (vi) to comply with ~~speculative position limits; provided that the Trading Company and the~~ any applicable law or regulation. The General Partner ~~shall permit the Trading Advisor three days in which~~ agrees not to ~~liquidate positions~~ override any such instructions for the ~~purposes set forth~~ reasons specified in clauses (ii), ) or (iii) ~~and (v) prior to exercising their override authority. The~~ of the preceding sentence unless the Trading Advisor ~~will not be liable~~ fails to ~~the Trading Company solely as~~ comply with a ~~result~~ request of ~~any loss caused by the intervention of Trading Company or the General Partner. The Trading Company and~~ the General Partner ~~both specifically acknowledge that in agreeing~~ to ~~manage an account for~~ make the ~~Trading Company~~ necessary amount of funds available to the Trading Advisor is in no respects making any guarantee of profits or of protections against loss. The Trading Advisor shall give the Trading Company prompt written notice of any proposed material change in the Balanced Portfolio Program or the manner in which trading decisions are to be made or implemented and shall not make any such proposed change with respect to trading for the Trading Company without having given the Trading Company and the General Partner at least 30 days' prior written notice Partnership within two business days of such ~~change~~request. ~~The addition and/or deletion of commodity interests from the Trading Company's portfolio managed by~~ Except as otherwise provided herein, the Trading Advisor shall not be ~~deemed~~ liable for the consequences of any decision by the General Partner to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the General Partner’s decision to override an instruction. In performing services for the Partnership, the Trading Advisor may not materially alter or change the Trading Program without the prior written consent of the General Partner (and shall not effect such alteration or change on behalf of the Partnership without the General Partner’s consent), it being understood that changes in the ~~Balanced Portfolio Program~~ futures interests traded, provided that such futures interests are listed on Exhibit B hereto or are otherwise approved in writing by the General Partner (as set forth in Section 10(a)(iii) hereof), shall not be deemed an alteration in the Trading Program. (b) The Trading Advisor shall: (i) Exercise good faith and ~~prior written notice~~ due care in trading futures interests for the account of the Partnership in accordance with the prohibitions and trading policies of the Partnership described in Exhibit A hereto, the Limited Partnership Agreement and as otherwise provided in writing to the Trading ~~Company or~~ Advisor. The Trading Advisor shall trade its allocated portion of the Partnership’s Net Assets pursuant to the Trading Program. (ii) Subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the General Partner may make from time to time, with information comparing the performance of the Partnership’s account and the performance of all other client accounts (“Other Accounts”) directed by the Trading Advisor using the Trading Program over a specified period of time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ identities. The Trading Advisor shall, upon the General Partner’s request, consult with the General Partner concerning any discrepancies between the performance of such Other Accounts and the Partnership’s account. The Trading Advisor shall promptly inform the General Partner of any material discrepancies of which the Trading Advisor is aware. The General Partner acknowledges that the following differences in accounts may cause divergent results: different trading programs, strategies, implementation methods, degrees of leverage, or different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts that commence trading at different times and accounts that have different portfolios or different fiscal years. (iii) Inform the General Partner when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits. (iv) Upon the request of the General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner with all information concerning the Trading Advisor and its activities reasonably requested by the General Partner (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner except to the extent necessary to conduct the business of the Partnership or as required by law. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Partnership and not for the account, or at the risk, of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees, including give-up fees at rates approved by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated (“MS&Co.”) (or any additional or subsequent brokers) arising from trading by the Trading Advisor shall be for the account of the Partnership. The Trading Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) Subject to Section 8(a) hereof, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Partnership’s account, including, but not limited to, payment to the commodity brokers, as provided in Section 5 hereof, of the commissions, exchange and NFA fees, and other transaction charges and give-up charges incurred by the commodity brokers on such trades but only for the amount of the commodity brokers’ out of pocket costs in respect thereof. The Trading Advisor’s errors shall include, but not be limited to, inputting improper trading signals or communicating incorrect orders to the commodity brokers, as described in Section 5. The Trading Advisor shall not be ~~required therefor~~ responsible for errors committed or caused by MS&Co. or any other floor broker or futures commission merchant executing trades. The Trading Advisor shall have an affirmative obligation promptly to notify the General Partner upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its best efforts to identify and promptly notify the General Partner of any order or trade that the Trading Advisor reasonably believes was not executed in accordance with its instructions to the commodity brokers. (~~unless~~ e) Prior to the ~~deletion constitutes an abandonment~~ commencement of trading by the Trading Advisor, the General Partner on behalf of the ~~basic asset allocation principles on which~~ Partnership shall deliver to the ~~Balanced Portfolio Program is based)~~Trading Advisor a trading authorization in the form attached as Exhibit C hereto, appointing the Trading Advisor the Partnership’s attorney-in-fact for such purpose.

Appears in 1 contract

Sources: Management Agreement (Morgan Stanley Smith Barney Spectrum Strategic Lp)

Duties of the Trading Advisor. (a) ~~Speculative Trading. Commencing~~ Upon the commencement of trading operations on or about December 31, ~~2001,~~ 2007 by the ~~-------------------~~ Trading Advisor ~~shall act as a trading advisor for the Trading Company, acting independently from any other advisors or managers selected to direct accounts~~ on behalf of the ~~Trading Company. The Trading Advisor and the Trading Company agree that in managing an account for the Trading Company~~Partnership, the Trading Advisor ~~shall apply its Balanced Portfolio Program~~ hereby agrees to act as ~~contemplated by the Trading Advisor's Commodity~~ a Trading Advisor ~~Disclosure Document dated October 31, 2001 (~~for the ~~"Initial CTA Disclosure Document")~~Partnership and, as such program may be developed and modified over time (except that the Trading Advisor may not abandon the basic asset allocation principles on which the Balanced Portfolio Program is based). The Trading Advisor may use a different program in managing the Trading Company's account only with the consent of the Trading Company. Except as provided otherwise in this Section 1such, ~~the Trading Advisor~~ shall have sole ~~and exclusive~~ authority and responsibility for directing the investment and reinvestment of its allocated portion of the Net Assets of the Partnership which initially shall be traded pursuant to its Standard Leverage Program as described in the Prospectus, and may be subsequently traded pursuant to such other of the Trading ~~Company~~Advisor's ~~assets pursuant~~ programs described in the Prospectus as agreed to by the General Partner and the Trading Advisor (with such changes and additions to such trading programs as the Trading Advisor, from time to time, incorporates into its trading program(s) for accounts the size of the Partnership's), (collectively, the "Trading Program") on the terms and conditions and in accordance with the ~~Trading Advisor's best judgment~~ prohibitions and the Balanced Portfolio Program as described in the Initial CTA Disclosure Document, and as refined and modified from time to time in the future in accordance herewith, for the period and on the terms and conditions trading policies set forth ~~herein and~~ in ~~accordance with~~ Exhibit A hereto, the ~~Trading Company's trading strategies and policies (the "Trading Strategies") as described in the Prospectus and~~ Prospectus, the Limited Partnership Agreement ~~of the Trading Company (the "Limited Partnership Agreement") or~~ and as ~~may be modified by the Trading Company with the prior consent of~~ otherwise provided in writing to the Trading Advisor~~. Notwithstanding the foregoing~~; provided, ~~the Trading Company or~~ however, that the General Partner may override the ~~trading~~ instructions of the Trading Advisor to the extent ~~necessary:~~ necessary (i) to comply with the trading policies of the Partnership, as described in Exhibit A hereto, the Prospectus and the Limited Partnership Agreement, and as otherwise provided in writing to the Trading ~~Strategies;~~ Advisor, and with applicable speculative position limits, (ii) to fund any ~~distributions~~ distributions, redemptions or ~~redemptions of Units~~ reapportionments among other trading advisors, if any, to ~~be made by~~ the Partnership; , (iii) to pay the ~~Trading Company's and the~~ Partnership's expenses; , (iv) to ~~deleverage~~ the ~~Trading Company in accordance with~~ extent the ~~terms~~ General Partner believes doing so is necessary for the protection of the ~~Prospectus; and/or~~ Partnership, (v) to terminate the futures interests trading of the Partnership, or (vi) to comply with ~~speculative position limits; provided that the Trading Company and the~~ any applicable law or regulation. The General Partner ~~shall permit the Trading Advisor three days in which~~ agrees not to ~~liquidate positions~~ override any such instructions for the ~~purposes set forth~~ reasons specified in clauses (ii), ) or (iii) ~~and (v) prior to exercising their override authority. The~~ of the preceding sentence unless the Trading Advisor ~~will not be liable~~ fails to ~~the Trading Company solely as~~ comply with a ~~result~~ request of ~~any loss caused by the intervention of Trading Company or the General Partner. The Trading Company and~~ the General Partner ~~both specifically acknowledge that in agreeing~~ to ~~manage an account for~~ make the ~~Trading Company~~ necessary amount of funds available to the Trading Advisor is in no respects making any guarantee of profits or of protections against loss. The Trading Advisor shall give the Trading Company prompt written notice of any proposed material change in the Balanced Portfolio Program or the manner in which trading decisions are to be made or implemented and shall not make any such proposed change with respect to trading for the Trading Company without having given the Trading Company and the General Partner at least 30 days' prior written notice Partnership within five calendar days of such ~~change~~request. ~~The addition and/or deletion of commodity interests from the Trading Company's portfolio managed by~~ Except as otherwise provided herein, the Trading Advisor shall not be liable for the consequences of any decision by the General Partner to override instructions of the Trading Advisor. In performing services for the Partnership, the Trading Advisor may not materially alter or change the Trading Program without the prior written consent of the General Partner (and shall not effect such alteration or change on behalf of the Partnership without the General Partner's consent), it being understood that changes in the futures interests traded, provided that such futures interests are listed on Exhibit B hereto or are otherwise approved in writing by the General Partner (as set forth in Section 10(a)(iii) hereof), shall not be deemed a ~~change~~ material alteration in the ~~Balanced Portfolio Program~~ Trading Program. (b) The Trading Advisor shall: (i) Exercise good faith and ~~prior written notice~~ due care in trading futures interests for the account of the Partnership in accordance with the prohibitions and trading policies of the Partnership described in Exhibit A hereto, the Prospectus, the Limited Partnership Agreement and as otherwise provided in writing to the Trading ~~Company or~~ Advisor. The Trading Advisor shall trade its allocated portion of the Partnership's Net Assets pursuant to the Trading Program. (ii) Subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner, within 30 days of a request therefor by the General Partner, with information comparing the performance of the Partnership's account and the performance, including composite information, of all other representative accounts, which includes the Rotella Polaris Fund, LLC and the Rotella Polaris Fund, Ltd. t▇▇▇▇▇ ▇ursuant to the Trading Prog▇▇▇ ▇▇▇ directed by the Trading Advisor using the Trading Program over a specified period of time ("Other Accounts"). In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor's clients' or investors' identities. The Trading Advisor shall, upon the General Partner's request, consult with the General Partner concerning any material discrepancies between the performance of such Other Accounts and the Partnership's account. The Trading Advisor shall promptly inform the General Partner of any material discrepancies of which the Trading Advisor becomes aware. The General Partner acknowledges that different trading programs, strategies or implementation methods, may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, accounts that commence trading at different times and accounts that have different portfolios or different fiscal years and that such differences may cause divergent trading results. (iii) Upon the request of the General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner with all material information concerning the Trading Advisor, other than proprietary information (including, without limitation, information relating to material changes in control, personnel, or trading approach). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner except to the extent necessary to conduct the business of the Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Partnership and not for the account, or at the risk, of the Trading Advisor or any of its stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees, including give-up fees at rates approved by MS&Co. arising from trading by the Trading Advisor shall be for the account of the Partnership. The Trading Advisor makes no representations as to whether its trading will produce profits or avoid losses. (i) Subject to Section 2(d)(ii) hereof, the Trading Advisor shall not assume financial responsibility to the Partnership or to the General Partner for any trading errors committed or caused by the Trading Advisor in transmitting orders for the purchase or sale of futures interests for the Partnership's account, including, but not limited to, trading errors involving the inputting of trading signals improperly or the communication of orders for execution incorrectly in accordance with the Trading Advisor's allocation policy. (ii) Notwithstanding Section 2(d)(i) hereof, the Trading Advisor shall be liable to the Partnership for any errors resulting in a loss to the Partnership's account that is directly caused by an act or omission of the Trading Advisor or its employees, directors or officers which constitutes willful misconduct or negligence or is the result of any such person not having acted in good faith and in the reasonable belief that such acts or omissions were in, or not opposed to, the best interests of the Partnership. (iii) The Trading Advisor shall not be ~~required therefor~~ financially responsible for errors committed or caused by MS&Co. or any other executing broker, floor broker or futures commission merchant executing trades, or any clearing broker. The Trading Advisor shall have an affirmative obligation promptly to notify the General Partner of any error that the Trading Advisor believes, in good faith, is subject to Section 2(d)(ii) hereof and the Trading Advisor shall use commercially reasonable best efforts to identify and promptly notify the General Partner of any order or trade that the Trading Advisor believes, in good faith, was not executed by an executing broker in accordance with the Trading Advisor's instructions in all material respects. (~~unless~~ e) Prior to the ~~deletion constitutes an abandonment~~ commencement of trading by the Trading Advisor, the General Partner on behalf of the ~~basic asset allocation principles on which~~ Partnership shall deliver to the ~~Balanced Portfolio Program is based)~~Trading Advisor a trading authorization in the form attached as Exhibit C hereto, appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose.

Appears in 1 contract

Sources: Management Agreement (Morgan Stanley Spectrum Technical Lp)

Duties of the Trading Advisor. (a) Speculative Trading. Commencing on December 3, 2001, the ------------------- Trading Advisor shall act as a trading advisor for the Trading Company, acting independently from any other advisors or managers selected to direct accounts on behalf of the Trading Company. The Trading Advisor ~~and the~~ hereby agrees to act as Trading ~~Company agree that in managing an account~~ Advisor for the Trading Company, the Trading Advisor shall apply its Balanced Portfolio Program as contemplated by the Trading Advisor's Commodity Trading Advisor Disclosure Document dated October 31, 2001 (the "Initial CTA Disclosure Document")Partnership and, as such program may be developed and modified over time (except that the Trading Advisor may not abandon the basic asset allocation principles on which the Balanced Portfolio Program is based). The Trading Advisor may use a different program in managing the Trading Company's account only with the consent of the Trading Company. Except as provided otherwise in this Section 1such, ~~the Trading Advisor~~ shall have sole ~~and exclusive~~ authority and ~~responsibility~~ responsibility, commencing December 1, 2006, for directing the investment and reinvestment of the ~~Trading Company's assets~~ Net Assets of the Partnership, which initially shall be traded pursuant to its Aspect Diversified Program, as described in the Prospectus, and may be subsequently traded pursuant to such other of the Trading Advisor's programs described in the Prospectus as agreed to by the General Partner and the Trading Advisor (with such changes and additions to such trading programs as the Trading Advisor, from time to time, incorporates into its trading program(s) for accounts the size of the Partnership), (collectively, the "Trading Program") on the terms and conditions and in accordance with the ~~Trading Advisor's best judgment~~ prohibitions and the Balanced Portfolio Program as described in the Initial CTA Disclosure Document, and as refined and modified from time to time in the future in accordance herewith, for the period and on the terms and conditions trading policies set forth ~~herein and~~ in ~~accordance with~~ Exhibit A hereto, the ~~Trading Company's trading strategies and policies (the "Trading Strategies") as described in the Prospectus and~~ Prospectus, the Limited Partnership Agreement ~~of the Trading Company (the "Limited Partnership Agreement") or~~ and as ~~may be modified by the Trading Company with the prior consent of~~ otherwise provided in writing to the Trading Advisor~~. Notwithstanding the foregoing~~; provided, ~~the Trading Company or~~ however, that the General Partner may override the ~~trading~~ instructions of the Trading Advisor to the extent ~~necessary:~~ necessary (i) to comply with the trading policies of the Partnership, as described in Exhibit A hereto, the Prospectus, the Limited Partnership Agreement and as otherwise provided in writing to the Trading ~~Strategies;~~ Advisor, and with applicable speculative position limits, (ii) to ~~fund any distributions or redemptions of Units to be made by~~ pay the Partnership; 's expenses, (iii) to ~~pay~~ the ~~Trading Company's and~~ extent the General Partner believes doing so is necessary for the protection of the Partnership~~'s expenses;~~ , (iv) to ~~deleverage~~ terminate the ~~Trading Company in accordance with the terms~~ futures interests trading of the ~~Prospectus; and/or~~ Partnership, or (v) to comply with ~~speculative position limits; provided that~~ any applicable law or regulation. The General Partner agrees not to override any such instructions for the reasons specified in clause (ii) of the preceding sentence unless the Trading ~~Company and~~ Advisor fails to comply with a request of the General Partner ~~shall permit~~ to make the Trading Advisor three days in which to liquidate positions for the purposes set forth in clauses (ii), (iii) and (v) prior to exercising their override authority. The Trading Advisor will not be liable necessary amount of funds available to the Trading Company solely as a result of any loss caused by the intervention of Trading Company or the General Partner. The Trading Company and the General Partner both specifically acknowledge that in agreeing to manage an account for the Trading Company the Trading Advisor is in no respects making any guarantee of profits or of protections against loss. The Trading Advisor shall give the Trading Company prompt written notice of any proposed material change in the Balanced Portfolio Program or the manner in which trading decisions are to be made or implemented and shall not make any such proposed change with respect to trading for the Trading Company without having given the Trading Company and the General Partner at least 30 days' prior written notice Partnership within five calendar days of such ~~change~~request. ~~The addition and/or deletion of commodity interests from the Trading Company's portfolio managed by~~ Except as otherwise provided herein, the Trading Advisor shall not be ~~deemed a~~ liable for the consequences of any decision by the General Partner to override instructions of the Trading Advisor. In performing services for the Partnership, the Trading Advisor may not materially alter or change the Trading Program without the prior written consent of the General Partner (and shall not effect such alteration or change on behalf of the Partnership without the General Partner's consent), and it being understood that changes in the ~~Balanced Portfolio Program~~ futures interests traded, provided that such futures interests are listed in Exhibit B hereto, shall not be deemed an alteration in the Trading Program. (b) The Trading Advisor shall: (i) Exercise good faith and ~~prior written notice~~ due care in trading futures interests for the account of the Partnership in accordance with the prohibitions and trading policies of the Partnership described in Exhibit A hereto, the Prospectus, the Limited Partnership Agreement and as otherwise provided in writing to the Trading ~~Company or~~ Advisor. The Trading Advisor shall trade the Partnership's Net Assets pursuant to the Trading Program. (ii) Subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner, within 30 calendar days of a request therefor by the General Partner, with information comparing the performance of the Partnership's account and the performance of the Aspect Diversified Fund over a specified period of time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor's clients' identities. The Trading Advisor shall, upon the General Partner's request, consult with the General Partner concerning any discrepancies between the performance of such other accounts and the Partnership's account. The Trading Advisor shall promptly inform the General Partner of any material discrepancies of which the Trading Advisor becomes aware. The General Partner acknowledges that different trading programs, strategies or implementation methods may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, accounts that commence trading at different times, accounts which have different portfolios or different fiscal years and that such differences may cause divergent trading results. (iii) Upon the request of the General Partner and subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner with all material information concerning the Trading Advisor other than proprietary information (including, without limitation, information relating to changes in control, personnel, trading approach, or financial condition). The General Partner acknowledges that all trading instructions made by the Trading Advisor will be held in confidence by the General Partner and shall not be ~~required therefor (unless~~ used for any other purpose except to the ~~deletion constitutes an abandonment~~ extent necessary to conduct the business of the ~~basic asset~~ Partnership or as required by law. (iv) Inform the General Partner when the Trading Advisor's open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Partnership and not for the account, or at the risk, of the Trading Advisor or any of its stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees, including give-up fees at rates approved by Morgan Stanley DW, arising from trading by the Trading Advisor shal▇ ▇▇ ▇o▇ ▇▇▇ ▇▇▇▇unt of the Partnership. The Trading Advisor makes no representations as to whether its trading will produce profits or avoid losses. The Partnership and the General Partner acknowledge that past performance of accounts managed by the Trading Advisor are not necessarily indicative of future results. (i) Notwithstanding anything in this Agreement to the contrary, the Trading Advisor shall assume financial responsibility for any trading errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Partnership's account where any single trading error has occurred as a direct result of human error, including, but not limited to, involving the inputting of trading signals improperly or the communication of orders for execution incorrectly ("Trading Errors"), provided that the Trading Advisor shall not have financial responsibility for any Trading Error unless that Trading Error causes a loss to the Partnership's account equal to or greater than US$50,000 or such other amount as agreed pursuant to Section 2(d)(ii) hereof (the "Material Loss"), such Material Loss being determined by the Trading Advisor, acting reasonably and in good faith, in accordance with the Trading Advisor's allocation ~~principles~~ policy. (ii) The Trading Advisor and the Partnership may agree to adjust the Material Loss amount, from time to time in the future, both acting reasonably and in good faith and taking into account factors such as the size of the Partnership's account, applicable exchange rates and any other factors that either the Trading Advisor or the Partnership deem to be relevant at the appropriate time. (iii) The Trading Advisor shall not be liable for any errors other than Trading Errors in accordance with Section 2(d)(i) hereof, except for an error resulting in a loss to the Partnership's account that is directly caused by an act or omission of the Trading Advisor or its employees, directors or officers which constitutes willful misconduct or negligence or is the result of any such person not having acted in good faith and in the reasonable belief that such acts or omissions were in, or not opposed to, the best interests of the Partnership. (iv) The Trading Advisor shall not be financially responsible for errors committed or caused by Morgan Stanley DW, Morgan Stanley & Co. Incorporated, an affiliate ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇rt▇▇▇ ("M▇&▇▇.") or any other executing broker, floor broker or futures commission merchant executing trades, or any clearing broker. The Trading Advisor shall have an affirmative obligation promptly to notify the General Partner of any Trading Error which has resulted in a Material Loss as defined in Section 2(d)(i) hereof and any error subject to Section 2(d)(iii) hereof, and the Trading Advisor shall use its best efforts to identify and promptly notify the General Partner of any order or trade that the Trading Advisor reasonably believes was not executed by any executing broker in accordance with its instructions. (e) Prior to the commencement of trading, the General Partner on ~~which~~ behalf of the ~~Balanced Portfolio Program is based)~~Partnership shall deliver to the Trading Advisor a trading authorization, in the form attached as Exhibit C hereto, appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose. (f) The Partnership and the General Partner, and not the Trading Advisor, shall have the sole and exclusive authority and responsibility with regard to the investment, maintenance and management of the Partnership's assets other than in respect of the Trading Advisor's trading of the Partnership's Net Assets in futures interests.

Appears in 1 contract

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

Common use of Duties of the Trading Advisor Clause in Contracts