Common use of Duties of the Trading Advisor Clause in Contracts

Duties of the Trading Advisor. (a) The Trading Advisor hereby agrees to act as Trading Advisor for the Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of the Net Assets of the Partnership, which initially shall be traded pursuant to its trading program, the Global Portfolio, as described in the Trading Advisor's Disclosure Document dated March 27, 2006 (as amended or supplemented, the "Disclosure Document"), and may be subsequently traded pursuant to such other of the Trading Advisor's programs described in the Disclosure Document, as the General Partner may agree (with such changes and additions to such trading programs as the Trading Advisor, from time to time, incorporates into its trading program(s) for accounts the size of the Partnership), (collectively, the "Trading Program") on the terms and conditions and in accordance with the prohibitions and trading policies set forth in Exhibit A hereto, the Limited Partnership Agreement and as otherwise provided in writing to the Trading Advisor; provided, however, that the General Partner may override the instructions of the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership, as described in this Agreement, the Limited Partnership Agreement and as otherwise provided in writing to the Trading Advisor, and with applicable speculative position limits, (ii) to pay the Partnership's expenses, (iii) to the extent the General Partner believes doing so is necessary for the protection of the Partnership, (iv) to terminate the futures interests trading of the Partnership, or (v) to comply with 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 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 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 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 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 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 all other client accounts directed by the Trading Advisor using the Trading Program over a specified period of time. In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor's clients' identities. The Trading Advisor shall, upon the General Partner's request, consult with the General Partner concerning any discrepancies between the performance of such other accounts and the Partnership's account. The Trading Advisor shall promptly inform the General Partner of any material discrepancies of which the Trading Advisor becomes aware. The General Partner acknowledges that different trading programs, strategies or implementation methods may be utilized for different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, accounts that commence trading at different times, accounts which have different portfolios or different fiscal years and that such differences may cause divergent trading results. (iii) Upon 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, 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. All brokerage fees, including give-up fees at rates approved by Morgan Stanley DW, Inc., an affiliate of the General Partner ("Morg▇▇ ▇▇▇n▇▇▇ ▇▇"), arising from trading by the Trading Advisor sh▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇count of the Partnership. The Trading Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) Notwithstanding anything in this Agreement to the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Partnership's account, including, but not limited to, payment of the floor brokerage 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, an affiliate ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇rt▇▇▇ ("M▇&▇▇.") or any other floor broker or futures commission merchant executing trades. The Trading Advisor shall have an affirmative obligation promptly to notify the General Partner of its own errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the General Partner of any order or trade that the Trading Advisor reasonably believes was not executed in accordance with its instructions. (e) Prior to the commencement of trading, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization, in the form attached as Exhibit C hereto, appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose.

Duties of the Trading Advisor. (a) The Upon the commencement of trading operations by the Partnership, the Trading Advisor hereby agrees to act as a Trading Advisor for the Partnership and, as such, shall have sole authority and responsibility for directing the investment and reinvestment of its allocable share of the Net Assets of the Partnership, which initially shall be traded Partnership pursuant to its trading program, the Global Portfolio, as described in the Trading Advisor's Disclosure Document dated March 27, 2006 (as amended or supplemented, the "Disclosure Document"), and may be subsequently traded pursuant to such other of the Trading Advisor's programs described in the Disclosure Document, as the General Partner may agree (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") Forex Program on the terms and conditions and in accordance with the prohibitions and trading policies set forth in Exhibit A heretothis Agreement, the Partnership's Limited Partnership Agreement as from time to time in effect (the "Limited Partnership Agreement"), and as otherwise provided in writing to the Trading AdvisorProspectus; provided, however, that the General Partner may override the instructions of the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership, as Partnership described in this Agreement, the Limited Partnership Agreement and the Prospectus (as otherwise amended as provided in writing to the Trading Advisor, herein) and with applicable speculative position limits, (ii) to fund any distributions, redemptions, or reapportionments among other trading advisors to the Partnership, (iii) to pay the Partnership's expenses, (iiiiv) to the extent the General Partner reasonably believes doing so is necessary for the protection of the Partnership, (ivv) to terminate the futures interests commodity trading of the Partnership, or (vvi) to comply with any applicable law or regulation. The General Partner agrees not to override any such instructions for the reasons specified in clause clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the General Partner to make the necessary amount of funds available to the Partnership within five calendar days of such request. Except as otherwise provided herein, the The Trading Advisor shall not be liable for the consequences of any decision by the General Partner to override instructions of the Trading Advisor, except to the extent that the Trading Advisor is in breach of this Agreement. In performing services for the Partnership, the Trading Advisor may not materially alter or change the trading program used by the Trading Program Advisor in investing and reinvesting its allocable share of the Partnership's Net Assets in commodity interest contracts as described in the Prospectus 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 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 due care in trading futures interests determining the trades in commodity interest contracts 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 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 Partnershiptrading systems, provide the General Partnermethods, within 30 calendar days and strategies 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 described in the Trading Prospectus which relate to the Forex 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 and the Trading Advisor's clients' identities. The general trading techniques, with such changes and additions to such trading system, methods or strategies as the Trading Advisor shallAdvisor, upon from time to time, incorporates into its trading approach for accounts the General Partner's request, consult with the General Partner concerning any discrepancies between the performance size of such other accounts and the Partnership's account. The Trading Advisor shall promptly inform , subject to prior written approval by the General Partner of any material discrepancies of which the Trading Advisor becomes aware. The General Partner acknowledges changes and additions, it being understood 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 commodity interest contracts traded 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. All brokerage fees, including give-up fees at rates approved by Morgan Stanley DW, Inc., an affiliate of the General Partner ("Morg▇▇ ▇▇▇n▇▇▇ ▇▇"), arising from trading by the Trading Advisor sh▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇count of the Partnership. The Trading Advisor makes no representations as to whether its trading will produce profits or avoid losses. (d) Notwithstanding anything in this Agreement to the contrary, the Trading Advisor shall assume financial responsibility for any errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Partnership's account, including, but not limited to, payment of the floor brokerage 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 deemed a material change 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, an affiliate ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇rt▇▇▇ ("M▇&▇▇addition.") or any other floor broker or futures commission merchant executing trades. The Trading Advisor shall have an affirmative obligation promptly to notify the General Partner of its own errors, and the Trading Advisor shall use its best efforts to identify and promptly notify the General Partner of any order or trade that the Trading Advisor reasonably believes was not executed in accordance with its instructions. (e) Prior to the commencement of trading, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization, in the form attached as Exhibit C hereto, appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose.

Duties of the Trading Advisor. (a) The Trading Advisor hereby agrees to act as a Trading Advisor for the Partnership and, as such, shall have sole authority and responsibility responsibility, commencing on or about December 1, 2007, 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 trading program, the Global PortfolioAspect Diversified Program, as described in the Trading Advisor's Disclosure Document dated March 27, 2006 (as amended or supplemented, the "Disclosure Document")Prospectus, and may be subsequently traded pursuant to such other of the Trading Advisor's programs described in the Disclosure Document, Prospectus as agreed to by the General Partner may agree 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 prohibitions and trading policies set forth in Exhibit A hereto, the Prospectus, the Limited Partnership Agreement and as otherwise provided in writing to the Trading Advisor; provided, however, that the General Partner may override the instructions of the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership, as described in this AgreementExhibit A hereto, the Prospectus, the Limited Partnership Agreement and as otherwise provided in writing to the Trading Advisor, and with applicable speculative position limits, (ii) to fund any distributions, redemptions or reapportionments among other trading advisors to the Partnership, (iii) to pay the Partnership's expenses, (iiiiv) to the extent the General Partner believes doing so is necessary for the protection of the Partnership, (iv) to terminate the futures interests trading of the Partnership, or (v) to comply with any applicable law or regulation. The General Partner agrees not to override any such instructions for the reasons specified in clause clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the General Partner to make the necessary amount of funds available to the Partnership within five calendar days of such request. 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), and it being understood that changes in the futures interests traded, provided that such futures interests are listed in on Exhibit B heretohereto 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 due care in trading futures interests for the account of the Partnership in accordance with the prohibitions and trading policies of the Partnership described in Exhibit A hereto, the Prospectus, the Limited Partnership Agreement and as otherwise provided in writing to the Trading Advisor. The Trading Advisor shall trade its allocated portion of the Partnership's Net Assets pursuant to the Trading Program. (ii) Subject to reasonable assurances of confidentiality by the General Partner and the Partnership, provide the General Partner, within 30 calendar days of a request therefor by the General Partner, with information comparing the performance of the Partnership's account and the performance of all other client accounts directed by the Trading Advisor using the Trading Program 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, Partner and shall not be used for any other purpose 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 AdvisorAdvisor within the meaning of the Securities Act. All brokerage fees, including give-up fees at rates approved by Morgan Stanley DW, Inc., an affiliate of the General Partner ("Morg▇▇ ▇▇▇n▇▇▇ ▇▇")MS&Co., arising from trading by the Trading Advisor sh▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇count 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. The Partnership and the General Partner acknowledge that past performance of accounts managed by the Trading Advisor are not necessarily indicative of future results. (di) 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, payment involving the inputting of trading signals improperly or the floor brokerage commissionscommunication of orders for execution incorrectly ("Trading Errors"), exchange 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 six basis points (0.06%) of allocated Net Assets 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 NFA feesin good faith, and other transaction charges and give-up charges incurred on such trades. The in accordance with the Trading Advisor's errors shall includeallocation policy. (ii) The Trading Advisor and the Partnership may agree to adjust the Material Loss amount, but not 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 limited to, inputting improper trading signals or communicating incorrect orders for execution. 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▇&▇▇.") 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 its own errorsany 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 behalf of the Partnership shall deliver to the Trading Advisor a trading authorization, in the form attached as Exhibit C hereto, appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose. (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 its allocated portion of the Partnership's Net Assets in futures interests.