Common use of Duties of the Trading Advisor Clause in Contracts

Duties of the Trading Advisor. (a) 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 pursuant to its High Yield Currency Arbitrage Program on the terms and conditions and in accordance with the prohibitions and trading policies set forth in this Agreement, the Partnership's Limited Partnership Agreement as from time to time in effect (the "Limited Partnership Agreement"), and the Prospectus; 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 described in the Limited Partnership Agreement and the Prospectus (as amended as provided 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, (iv) to the extent the General Partner reasonably believes doing so is necessary for the protection of the Partnership, (v) to terminate the commodity 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 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 days of such request. 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 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. (b) The Trading Advisor shall: (i) Exercise good faith and due care in determining the trades in commodity interest contracts for the account of the Partnership in accordance with the prohibitions and trading policies of the Partnership and the trading systems, methods, and strategies of the Trading Advisor described in the Prospectus which relate to the High Yield Currency Arbitrage Program and the Trading Advisor's general trading techniques, with such changes and additions to such trading system, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts the size of the Partnership, subject to prior written approval by the General Partner of any material changes and additions, it being understood that changes in the commodity interest contracts traded will not be deemed a material change or addition. (ii) 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 of all other 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 at any time inform the General Partner of any material discrepancies of which the Trading Advisor is aware. The General Partner acknowledges that the Trading Advisor offers multiple trading programs and that different trading strategies or methods may be utilized for differing sizes of 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 and that such difference may cause divergent trading results. (iii) 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 (including, without limitation, information relating to changes in control, personnel, trading approach, material administrative, civil, or criminal actions, or financial condition) but nothing herein shall require the Trading Advisor to disclose proprietary information concerning its trading system. The General Partner acknowledges that the Trading Advisor's trading approach and all trading instructions made by the Trading Advisor are confidential property of the Trading Advisor and will at all times 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 open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of commodity interest contracts 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, employees, or affiliates, or any other person, if any, who directly or indirectly controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees and commissions arising from trading by the Trading Advisor shall be for the account of the Partnership. (d) Prior to the commencement of trading by the Partnership, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose. 3.

Appears in 1 contract

Samples: Management Agreement (Witter Dean World Currency Fund L P)

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Duties of the Trading Advisor. (a) Upon the commencement of trading operations by the Partnership, the 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 shall initially be traded pursuant to its High Yield Developed Markets Currency Arbitrage Program as described in the Prospectus, and may be subsequently traded pursuant to such other of the Trading Advisor's trading programs described in the Prospectus as the General Partner may instruct (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 this AgreementExhibit A hereto, the Partnership's Limited Partnership Agreement as from time to time in effect (the "Limited Partnership Agreement")Prospectus, and as otherwise provided in writing to the ProspectusTrading 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 Partnership, as described in the Prospectus and the Limited Partnership Agreement and the Prospectus (as amended as provided herein) Agreement, and with applicable speculative position limits, (ii) to fund any distributions, redemptions, redemptions or reapportionments reappointments among other trading advisors to the Partnership, (iii) to pay the Partnership's expenses, (iv) to the extent the General Partner reasonably believes doing so is necessary for the protection of the Partnership, (v) to terminate the commodity 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 clauses (ii) or clause (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. The 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, 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 Advisor in investing and reinvesting its allocable share of the Partnership's Net Assets in commodity interest contracts as described in the Prospectus Program without the prior written consent of the General Partner. (b) The Trading Advisor shall: (i) Exercise good faith and due care in determining the trades in commodity interest contracts for the account of the Partnership in accordance with the prohibitions and trading policies of the Partnership and the trading systems, methods, and strategies of the Trading Advisor described in the Prospectus which relate to the High Yield Currency Arbitrage Program and the Trading Advisor's general trading techniques, with such changes and additions to such trading system, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts the size of the Partnership, subject to prior written approval by the General Partner of any material changes and additions, it being understood that changes in the commodity interest contracts futures interests traded will shall not be deemed a material change or addition. (ii) 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 of all other accounts directed by an alteration in 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 at any time inform the General Partner of any material discrepancies of which the Trading Advisor is aware. The General Partner acknowledges that the Trading Advisor offers multiple trading programs and that different trading strategies or methods may be utilized for differing sizes of 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 and that such difference may cause divergent trading results. (iii) 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 (including, without limitation, information relating to changes in control, personnel, trading approach, material administrative, civil, or criminal actions, or financial condition) but nothing herein shall require the Trading Advisor to disclose proprietary information concerning its trading system. The General Partner acknowledges that the Trading Advisor's trading approach and all trading instructions made by the Trading Advisor are confidential property of the Trading Advisor and will at all times 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 open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of commodity interest contracts 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, employees, or affiliates, or any other person, if any, who directly or indirectly controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees and commissions arising from trading by the Trading Advisor shall be for the account of the Partnership. (d) Prior to the commencement of trading by the Partnership, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose. 3Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Spectrum Strategic Lp)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations by the Partnership, the 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 December 1, 2006, for directing the investment and reinvestment of its allocable share of the Net Assets of the Partnership Partnership, which initially shall be traded pursuant to its High Yield Currency Arbitrage Diversified Trading 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 General Partner may instruct (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 this AgreementExhibit A hereto, the Partnership's Prospectus, the Limited Partnership Agreement and as from time otherwise provided in writing to time in effect (the "Limited Partnership Agreement"), and the ProspectusTrading 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 Partnership, as described in Exhibit A hereto, the Prospectus, the Limited Partnership Agreement and as otherwise provided in writing to the Prospectus (as amended as provided herein) Trading Advisor, and with applicable speculative position limits, (ii) to fund any distributions, redemptions, or reapportionments among other trading advisors to pay the Partnership’s expenses, (iii) to pay the Partnership's expenses, (iv) to the extent the General Partner reasonably believes doing so is necessary for the protection of the Partnership, (viv) to terminate the commodity futures interests trading of the Partnership, or (viv) to comply with any applicable law or regulation. The General Partner agrees not to override any such instructions for the reasons specified in clauses clause (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the General Partner to make facilitate making the necessary amount of funds available to the Partnership within five calendar days of such request. The 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, 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 Advisor in investing and reinvesting its allocable share of the Partnership's Net Assets in commodity interest contracts as described in the Prospectus Program without the prior written consent of the General Partner. Partner (b) The Trading Advisor shall: (i) Exercise good faith and due care in determining the trades in commodity interest contracts for the account shall not effect such alteration or change on behalf of the Partnership in accordance with without the prohibitions and trading policies of the Partnership and the trading systems, methodsGeneral Partner’s consent), and strategies of the Trading Advisor described in the Prospectus which relate to the High Yield Currency Arbitrage Program and the Trading Advisor's general trading techniques, with such changes and additions to such trading system, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts the size of the Partnership, subject to prior written approval by the General Partner of any material changes and additions, it being understood that changes in the commodity interest contracts traded will futures interests traded, provided that such futures interests are listed in Exhibit B hereto, shall not be deemed a material change or addition. (ii) 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 of all other accounts directed by an alteration in 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 at any time inform the General Partner of any material discrepancies of which the Trading Advisor is aware. The General Partner acknowledges that the Trading Advisor offers multiple trading programs and that different trading strategies or methods may be utilized for differing sizes of 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 and that such difference may cause divergent trading results. (iii) 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 (including, without limitation, information relating to changes in control, personnel, trading approach, material administrative, civil, or criminal actions, or financial condition) but nothing herein shall require the Trading Advisor to disclose proprietary information concerning its trading system. The General Partner acknowledges that the Trading Advisor's trading approach and all trading instructions made by the Trading Advisor are confidential property of the Trading Advisor and will at all times 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 open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of commodity interest contracts 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, employees, or affiliates, or any other person, if any, who directly or indirectly controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees and commissions arising from trading by the Trading Advisor shall be for the account of the Partnership. (d) Prior to the commencement of trading by the Partnership, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose. 3Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Charter WCM L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about December 1, 2007 by the Trading Advisor on behalf of 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 allocated portion of the Net Assets of the Partnership which initially shall be traded pursuant to its High Yield Global Currency Arbitrage 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's), (collectively, the "Trading Program") on the terms and conditions and in accordance with the prohibitions and trading policies set forth in this AgreementExhibit A hereto, the Partnership's Prospectus, the Limited Partnership Agreement and as from time otherwise provided in writing to time in effect (the "Limited Partnership Agreement"), and the ProspectusTrading 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 Partnership, as described in Exhibit A hereto, the Prospectus and the Limited Partnership Agreement Agreement, and as otherwise provided in writing to the Prospectus (as amended as provided herein) Trading Advisor, and with applicable speculative position limits, (ii) to fund any distributions, redemptions, redemptions or reapportionments among other trading advisors advisors, if any, to the Partnership, (iii) to pay the Partnership's expenses, (iv) to the extent the General Partner reasonably believes doing so is necessary for the protection of the Partnership, (v) to terminate the commodity 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 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. The 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, 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 Advisor in investing and reinvesting its allocable share of the Partnership's Net Assets in commodity interest contracts as described in the Prospectus Program without the prior written consent of the General Partner. Partner (b) The Trading Advisor shall: (i) Exercise good faith and due care in determining the trades in commodity interest contracts for the account shall not effect such alteration or change on behalf of the Partnership in accordance with the prohibitions and trading policies of the Partnership and the trading systems, methods, and strategies of the Trading Advisor described in the Prospectus which relate to the High Yield Currency Arbitrage Program and the Trading Advisor's general trading techniques, with such changes and additions to such trading system, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts the size of the Partnership, subject to prior written approval by without the General Partner of any material changes and additionsPartner's consent), it being understood that changes in the commodity interest contracts traded will not be deemed a material change or addition. (ii) Provide the General Partnerfutures interests traded, within 30 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 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 at any time inform the General Partner of any material discrepancies of which the Trading Advisor is aware. The General Partner acknowledges that the Trading Advisor offers multiple trading programs and that different trading strategies or methods may be utilized for differing sizes of 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 and provided that such difference may cause divergent trading results. (iii) Subject to reasonable assurances of confidentiality futures interests are listed on Exhibit B hereto or are otherwise approved in writing by the General Partner and the Partnership(as set forth in Section 10(a)(iii) hereof), provide the General Partner with all material information concerning shall not be deemed an alteration in the Trading Advisor (including, without limitation, information relating to changes in control, personnel, trading approach, material administrative, civil, or criminal actions, or financial condition) but nothing herein shall require the Trading Advisor to disclose proprietary information concerning its trading system. The General Partner acknowledges that the Trading Advisor's trading approach and all trading instructions made by the Trading Advisor are confidential property of the Trading Advisor and will at all times 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 open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of commodity interest contracts 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, employees, or affiliates, or any other person, if any, who directly or indirectly controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees and commissions arising from trading by the Trading Advisor shall be for the account of the Partnership. (d) Prior to the commencement of trading by the Partnership, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose. 3Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Spectrum Currency Lp)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations by the Partnership, the 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 pursuant to which shall initially be traded equally among its High Yield Currency Arbitrage Global Diversified Program at 150% leverage and its Graham Selective Trading program at 150% leverage (the "Trading Proxxxxx") on the terms and conditions and in accordance with the prohibitions and trading policies set forth in this AgreementExhibit A hereto, the Partnership's Limited Partnership Agreement as from time to time in effect (the "Limited Partnership Agreement")Prospectus, and as otherwise provided in writing to the ProspectusTrading 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 Partnership, as described in the Prospectus and the Limited Partnership Agreement and the Prospectus (as amended as provided herein) Agreement, and with applicable speculative position limits, (ii) to fund any distributions, redemptions, redemptions or reapportionments reappointments among other trading advisors to the Partnership, (iii) to pay the Partnership's expenses, (iv) to the extent the General Partner reasonably believes doing so is necessary for the protection of the Partnership, (v) to terminate the commodity 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 clauses (ii) or clause (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. The 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, 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 programs used by the Trading Advisor in investing and reinvesting its allocable share of the Partnership's Net Assets in commodity interest contracts 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. (b) The Trading Advisor shall: (i) Exercise good faith and due care in determining the trades in commodity interest contracts 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 systems, methods, and strategies Trading Advisor. The Trading Advisor shall trade its allocated portion of the Trading Advisor Partnership's Net Assets pursuant to the specified trading programs described in the Prospectus which relate to the High Yield Currency Arbitrage Program and the Trading Advisor's general trading techniques, (with such changes and additions to such trading system, methods or strategies programs as the Trading Advisor, from time to time, incorporates into its trading approach program(s) for accounts the size of the Partnership), subject to prior written approval unless the Trading Advisor is instructed by the General Partner to trade its allocated portion of the Partnership's Net Assets pursuant to any material changes and additions, it being understood that changes one or more of the Trading Advisor's other trading programs described in the commodity interest contracts traded will not be deemed a material change or additionProspectus. (ii) Provide 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 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 account. The Trading Advisor shall at any time promptly inform the General Partner of any material discrepancies of which the Trading Advisor is becomes aware. The General Partner acknowledges that the Trading Advisor offers multiple trading programs and that different trading programs, strategies or implementation methods may be utilized for differing sizes of different accounts, accounts with different trading policies, accounts experiencing differing inflows or outflows of equity, accounts which that commence trading at different times, accounts which have different portfolios or different fiscal years and that such difference differences may cause divergent trading results. (iii) Subject 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, personnel, trading approach, material administrative, civil, or criminal actions, or financial condition) but nothing herein shall require the Trading Advisor to disclose proprietary information concerning its trading system). The General Partner acknowledges that the Trading Advisor's trading approach and all trading instructions made by the Trading Advisor are confidential property of the Trading Advisor and will at all times 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. In performing services to the Partnership, the Trading Advisor shall utilize the Trading Programs as described in the Prospectus and as modified from time to time. The Trading Advisor shall give the General Partner prior written notice of any change in the Trading Programs that the Trading Advisor deems to be material (c) and shall not effect such 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 in Exhibit B hereto, shall not be deemed an alteration in the Trading Programs. All purchases and sales of commodity interest contracts 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 affiliates, or any other person, if any, who directly or indirectly controls the Trading Advisor within the meaning of the Securities Act. All brokerage fee, including give-up fees and commissions at rates approved by Morgan Stanley DW arising from trading by the Trading Advisor shall be for the account xx xxr xxx xxxxxnt 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 (d"MS&Co.") or xxx xtxxx xxxxx brxxxx xr xxxxxxs 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 by the Partnershiptrading, 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. 3Designation of Additional Trading Advisors and Reallocation of Net Assets. If the General Partner at 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 amounts of Net Assets as the General Partner shall determine in its absolute discretion. The designation of 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 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 and that portion of the Trading Profits (as defined in Section 6(c) hereof) properly attributable to the trading done by the Trading Advisor. The General Partner may at any time and from time to time upon two business days' prior 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 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 determines that the best interest of the Partnership require otherwise.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Spectrum Select Lp)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations by the Partnership, the 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 December 1, 2006, for directing the investment and reinvestment of its allocable share of the Net Assets of the Partnership Partnership, which initially shall be traded pursuant to its High Yield Currency Arbitrage Program 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 prohibitions and trading policies set forth in this AgreementExhibit A hereto, the Partnership's Prospectus, the Limited Partnership Agreement and as from time otherwise provided in writing to time in effect (the "Limited Partnership Agreement"), and the ProspectusTrading 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 Partnership, as described in Exhibit A hereto, the Prospectus, the Limited Partnership Agreement and as otherwise provided in writing to the Prospectus (as amended as provided herein) Trading Advisor, and with applicable speculative position limits, (ii) to fund any distributions, redemptions, or reapportionments among other trading advisors to pay the Partnership’s expenses, (iii) to pay the Partnership's expenses, (iv) to the extent the General Partner reasonably believes doing so is necessary for the protection of the Partnership, (viv) to terminate the commodity futures interests trading of the Partnership, or (viv) to comply with any applicable law or regulation. The General Partner agrees not to override any such instructions for the reasons specified in clauses clause (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. The 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, 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 Advisor in investing and reinvesting its allocable share of the Partnership's Net Assets in commodity interest contracts as described in the Prospectus Program without the prior written consent of the General Partner. Partner (b) The Trading Advisor shall: (i) Exercise good faith and due care in determining the trades in commodity interest contracts for the account shall not effect such alteration or change on behalf of the Partnership in accordance with without the prohibitions and trading policies of the Partnership and the trading systems, methodsGeneral Partner’s consent), and strategies of the Trading Advisor described in the Prospectus which relate to the High Yield Currency Arbitrage Program and the Trading Advisor's general trading techniques, with such changes and additions to such trading system, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts the size of the Partnership, subject to prior written approval by the General Partner of any material changes and additions, it being understood that changes in the commodity interest contracts traded will futures interests traded, provided that such futures interests are listed in Exhibit B hereto, shall not be deemed a material change or addition. (ii) 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 of all other accounts directed by an alteration in 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 at any time inform the General Partner of any material discrepancies of which the Trading Advisor is aware. The General Partner acknowledges that the Trading Advisor offers multiple trading programs and that different trading strategies or methods may be utilized for differing sizes of 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 and that such difference may cause divergent trading results. (iii) 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 (including, without limitation, information relating to changes in control, personnel, trading approach, material administrative, civil, or criminal actions, or financial condition) but nothing herein shall require the Trading Advisor to disclose proprietary information concerning its trading system. The General Partner acknowledges that the Trading Advisor's trading approach and all trading instructions made by the Trading Advisor are confidential property of the Trading Advisor and will at all times 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 open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of commodity interest contracts 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, employees, or affiliates, or any other person, if any, who directly or indirectly controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees and commissions arising from trading by the Trading Advisor shall be for the account of the Partnership. (d) Prior to the commencement of trading by the Partnership, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose. 3Program.

Appears in 1 contract

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

Duties of the Trading Advisor. (a) Upon the commencement of trading operations by the Partnership, the 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 allocable share allocated portion of the Net Assets of the Partnership Partnership, which initially shall be traded pursuant to its High Yield Currency Arbitrage Program 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 prohibitions and trading policies set forth in this AgreementExhibit A hereto, the Partnership's Prospectus, the Limited Partnership Agreement and as from time otherwise provided in writing to time in effect (the "Limited Partnership Agreement"), and the ProspectusTrading 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 Partnership, as described in Exhibit A hereto, the Prospectus, the Limited Partnership Agreement and as otherwise provided in writing to the Prospectus (as amended as provided herein) Trading Advisor, and with applicable speculative position limits, (ii) to fund any distributions, redemptions, redemptions or reapportionments among other trading advisors to the Partnership, (iii) to pay the Partnership's expenses, (iv) to the extent the General Partner reasonably believes doing so is necessary for the protection of the Partnership, (v) to terminate the commodity futures interests trading of the Partnership, or (viv) to comply with any applicable law or regulation. The General Partner agrees not to override any such instructions for the reasons specified in 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. The 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, 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 Advisor in investing and reinvesting its allocable share of the Partnership's Net Assets in commodity interest contracts as described in the Prospectus Program without the prior written consent of the General Partner. Partner (b) The Trading Advisor shall: (i) Exercise good faith and due care in determining the trades in commodity interest contracts for the account shall not effect such alteration or change on behalf of the Partnership in accordance with the prohibitions and trading policies of the Partnership and the trading systems, methods, and strategies of the Trading Advisor described in the Prospectus which relate to the High Yield Currency Arbitrage Program and the Trading Advisor's general trading techniques, with such changes and additions to such trading system, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts the size of the Partnership, subject to prior written approval by without the General Partner of any material changes and additionsPartner's consent), it being understood that changes in the commodity interest contracts traded will not be deemed a material change or addition. (ii) Provide the General Partnerfutures interests traded, within 30 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 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 at any time inform the General Partner of any material discrepancies of which the Trading Advisor is aware. The General Partner acknowledges that the Trading Advisor offers multiple trading programs and that different trading strategies or methods may be utilized for differing sizes of 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 and provided that such difference may cause divergent trading results. (iii) Subject to reasonable assurances of confidentiality futures interests are listed on Exhibit B hereto or are otherwise approved in writing by the General Partner and the Partnership(as set forth in Section 10(a)(iii) hereof), provide the General Partner with all material information concerning shall not be deemed an alteration in the Trading Advisor (including, without limitation, information relating to changes in control, personnel, trading approach, material administrative, civil, or criminal actions, or financial condition) but nothing herein shall require the Trading Advisor to disclose proprietary information concerning its trading system. The General Partner acknowledges that the Trading Advisor's trading approach and all trading instructions made by the Trading Advisor are confidential property of the Trading Advisor and will at all times 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 open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of commodity interest contracts 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, employees, or affiliates, or any other person, if any, who directly or indirectly controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees and commissions arising from trading by the Trading Advisor shall be for the account of the Partnership. (d) Prior to the commencement of trading by the Partnership, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose. 3Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Spectrum Technical Lp)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations by the Partnership, the 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 December 1, 2006, for directing the investment and reinvestment of its allocable share of the Net Assets of the Partnership Partnership, which initially shall be traded pursuant to its High Yield Currency Arbitrage Program 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 prohibitions and trading policies set forth in this AgreementExhibit A hereto, the Partnership's Prospectus, the Limited Partnership Agreement and as from time otherwise provided in writing to time in effect (the "Limited Partnership Agreement"), and the ProspectusTrading 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 Partnership, as described in Exhibit A hereto, the Prospectus, the Limited Partnership Agreement and as otherwise provided in writing to the Prospectus (as amended as provided herein) 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, (iviii) to the extent the General Partner reasonably believes doing so is necessary for the protection of the Partnership, (viv) to terminate the commodity futures interests trading of the Partnership, or (viv) to comply with any applicable law or regulation. The General Partner agrees not to override any such instructions for the reasons specified in clauses clause (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. The 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, 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 Advisor in investing and reinvesting its allocable share of the Partnership's Net Assets in commodity interest contracts as described in the Prospectus Program without the prior written consent of the General Partner. Partner (b) The Trading Advisor shall: (i) Exercise good faith and due care in determining the trades in commodity interest contracts for the account shall not effect such alteration or change on behalf of the Partnership in accordance with without the prohibitions and trading policies of the Partnership and the trading systems, methodsGeneral Partner's consent), and strategies of the Trading Advisor described in the Prospectus which relate to the High Yield Currency Arbitrage Program and the Trading Advisor's general trading techniques, with such changes and additions to such trading system, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts the size of the Partnership, subject to prior written approval by the General Partner of any material changes and additions, it being understood that changes in the commodity interest contracts traded will futures interests traded, provided that such futures interests are listed in Exhibit B hereto, shall not be deemed a material change or addition. (ii) 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 of all other accounts directed by an alteration in 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 at any time inform the General Partner of any material discrepancies of which the Trading Advisor is aware. The General Partner acknowledges that the Trading Advisor offers multiple trading programs and that different trading strategies or methods may be utilized for differing sizes of 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 and that such difference may cause divergent trading results. (iii) 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 (including, without limitation, information relating to changes in control, personnel, trading approach, material administrative, civil, or criminal actions, or financial condition) but nothing herein shall require the Trading Advisor to disclose proprietary information concerning its trading system. The General Partner acknowledges that the Trading Advisor's trading approach and all trading instructions made by the Trading Advisor are confidential property of the Trading Advisor and will at all times 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 open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of commodity interest contracts 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, employees, or affiliates, or any other person, if any, who directly or indirectly controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees and commissions arising from trading by the Trading Advisor shall be for the account of the Partnership. (d) Prior to the commencement of trading by the Partnership, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose. 3Program.

Appears in 1 contract

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

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about December 1, 2007 by the Trading Advisor on behalf of 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 allocated portion of the Net Assets of the Partnership which initially shall be traded pursuant to its High Yield Currency Arbitrage Standard Leverage 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's), (collectively, the "Trading Program") on the terms and conditions and in accordance with the prohibitions and trading policies set forth in this AgreementExhibit A hereto, the Partnership's Prospectus, the Limited Partnership Agreement and as from time otherwise provided in writing to time in effect (the "Limited Partnership Agreement"), and the ProspectusTrading 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 Partnership, as described in Exhibit A hereto, the Prospectus and the Limited Partnership Agreement Agreement, and as otherwise provided in writing to the Prospectus (as amended as provided herein) Trading Advisor, and with applicable speculative position limits, (ii) to fund any distributions, redemptions, redemptions or reapportionments among other trading advisors advisors, if any, to the Partnership, (iii) to pay the Partnership's expenses, (iv) to the extent the General Partner reasonably believes doing so is necessary for the protection of the Partnership, (v) to terminate the commodity 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 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. The 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, 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 Advisor in investing and reinvesting its allocable share of the Partnership's Net Assets in commodity interest contracts as described in the Prospectus Program without the prior written consent of the General Partner. Partner (b) The Trading Advisor shall: (i) Exercise good faith and due care in determining the trades in commodity interest contracts for the account shall not effect such alteration or change on behalf of the Partnership in accordance with the prohibitions and trading policies of the Partnership and the trading systems, methods, and strategies of the Trading Advisor described in the Prospectus which relate to the High Yield Currency Arbitrage Program and the Trading Advisor's general trading techniques, with such changes and additions to such trading system, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts the size of the Partnership, subject to prior written approval by without the General Partner of any material changes and additionsPartner's consent), it being understood that changes in the commodity interest contracts traded will 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 material change or addition. (ii) 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 of all other accounts directed by alteration in 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 at any time inform the General Partner of any material discrepancies of which the Trading Advisor is aware. The General Partner acknowledges that the Trading Advisor offers multiple trading programs and that different trading strategies or methods may be utilized for differing sizes of 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 and that such difference may cause divergent trading results. (iii) 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 (including, without limitation, information relating to changes in control, personnel, trading approach, material administrative, civil, or criminal actions, or financial condition) but nothing herein shall require the Trading Advisor to disclose proprietary information concerning its trading system. The General Partner acknowledges that the Trading Advisor's trading approach and all trading instructions made by the Trading Advisor are confidential property of the Trading Advisor and will at all times 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 open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of commodity interest contracts 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, employees, or affiliates, or any other person, if any, who directly or indirectly controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees and commissions arising from trading by the Trading Advisor shall be for the account of the Partnership. (d) Prior to the commencement of trading by the Partnership, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose. 3Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Spectrum Technical Lp)

Duties of the Trading Advisor. (a) 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 pursuant to its High Yield Currency Arbitrage Forex Program on the terms and conditions and in accordance with the prohibitions and trading policies set forth in this Agreement, the Partnership's Limited Partnership Agreement as from time to time in effect (the "Limited Partnership Agreement"), and the Prospectus; 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 described in the Limited Partnership Agreement and the Prospectus (as amended as provided 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, (iv) to the extent the General Partner reasonably believes doing so is necessary for the protection of the Partnership, (v) to terminate the commodity 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 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 days of such request. 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 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. (b) The Trading Advisor shall: (i) Exercise good faith and due care in determining the trades in commodity interest contracts for the account of the Partnership in accordance with the prohibitions and trading policies of the Partnership and the trading systems, methods, and strategies of the Trading Advisor described in the Prospectus which relate to the High Yield Currency Arbitrage Forex Program and the Trading Advisor's general trading techniques, with such changes and additions to such trading system, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts the size of the Partnership, subject to prior written approval by the General Partner of any material changes and additions, it being understood that changes in the commodity interest contracts traded will not be deemed a material change or addition. (ii) 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 of all other 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 at any time inform the General Partner of any material discrepancies of which the Trading Advisor is aware. The General Partner acknowledges that the Trading Advisor offers multiple trading programs and that different trading strategies or methods may be utilized for differing sizes of 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 and that such difference may cause divergent trading results. (iii) 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 (including, without limitation, information relating to changes in control, personnel, trading approach, material administrative, civil, or criminal actions, or financial condition) but nothing herein shall require the Trading Advisor to disclose proprietary information concerning its trading system. The General Partner acknowledges that the Trading Advisor's trading approach and all trading instructions made by the Trading Advisor are confidential property of the Trading Advisor and will at all times 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 open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of commodity interest contracts 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, employees, or affiliates, or any other person, if any, who directly or indirectly controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees and commissions arising from trading by the Trading Advisor shall be for the account of the Partnership. (d) Prior to the commencement of trading by the Partnership, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose. 3.

Appears in 1 contract

Samples: Management Agreement (Witter Dean World Currency Fund L P)

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Duties of the Trading Advisor. (a) Upon the commencement of trading operations by the Partnership, the 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 July 1, 2007, for directing the investment and reinvestment of its allocable share of the Net Assets of the Partnership Partnership, which initially shall be traded pursuant to its High Yield Currency Arbitrage Program trading program, the Global Portfolio, as described in the Trading Advisor's Disclosure Document dated November 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 this AgreementExhibit A hereto, the Partnership's Limited Partnership Agreement and as from time otherwise provided in writing to time in effect (the "Limited Partnership Agreement"), and the ProspectusTrading 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 Partnership, as described in this Agreement, the Limited Partnership Agreement and as otherwise provided in writing to the Prospectus (as amended as provided herein) 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, (iviii) to the extent the General Partner reasonably believes doing so is necessary for the protection of the Partnership, (viv) to terminate the commodity futures interests trading of the Partnership, or (viv) to comply with any applicable law or regulation. The General Partner agrees not to override any such instructions for the reasons specified in clauses clause (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. The 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, 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 Advisor in investing and reinvesting its allocable share of the Partnership's Net Assets in commodity interest contracts as described in the Prospectus Program without the prior written consent of the General Partner. Partner (b) The Trading Advisor shall: (i) Exercise good faith and due care in determining the trades in commodity interest contracts for the account shall not effect such alteration or change on behalf of the Partnership in accordance with without the prohibitions and trading policies of the Partnership and the trading systems, methodsGeneral Partner's consent), and strategies of the Trading Advisor described in the Prospectus which relate to the High Yield Currency Arbitrage Program and the Trading Advisor's general trading techniques, with such changes and additions to such trading system, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts the size of the Partnership, subject to prior written approval by the General Partner of any material changes and additions, it being understood that changes in the commodity interest contracts traded will futures interests traded, provided that such futures interests are listed in Exhibit B hereto, shall not be deemed a material change or addition. (ii) 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 of all other accounts directed by an alteration in 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 at any time inform the General Partner of any material discrepancies of which the Trading Advisor is aware. The General Partner acknowledges that the Trading Advisor offers multiple trading programs and that different trading strategies or methods may be utilized for differing sizes of 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 and that such difference may cause divergent trading results. (iii) 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 (including, without limitation, information relating to changes in control, personnel, trading approach, material administrative, civil, or criminal actions, or financial condition) but nothing herein shall require the Trading Advisor to disclose proprietary information concerning its trading system. The General Partner acknowledges that the Trading Advisor's trading approach and all trading instructions made by the Trading Advisor are confidential property of the Trading Advisor and will at all times 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 open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of commodity interest contracts 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, employees, or affiliates, or any other person, if any, who directly or indirectly controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees and commissions arising from trading by the Trading Advisor shall be for the account of the Partnership. (d) Prior to the commencement of trading by the Partnership, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose. 3Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Portfolio Strategy Fund L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations by the Partnership, the 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 Partnership, which initially shall be traded pursuant to its High Yield Currency Arbitrage Program 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 this AgreementExhibit A hereto, the Partnership's Limited Partnership Agreement and as from time otherwise provided in writing to time in effect (the "Limited Partnership Agreement"), and the ProspectusTrading 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 Partnership, as described in this Agreement, the Limited Partnership Agreement and as otherwise provided in writing to the Prospectus (as amended as provided herein) 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, (iviii) to the extent the General Partner reasonably believes doing so is necessary for the protection of the Partnership, (viv) to terminate the commodity futures interests trading of the Partnership, or (viv) to comply with any applicable law or regulation. The General Partner agrees not to override any such instructions for the reasons specified in clauses clause (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. The 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, 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 Advisor in investing and reinvesting its allocable share of the Partnership's Net Assets in commodity interest contracts as described in the Prospectus Program without the prior written consent of the General Partner. Partner (b) The Trading Advisor shall: (i) Exercise good faith and due care in determining the trades in commodity interest contracts for the account shall not effect such alteration or change on behalf of the Partnership in accordance with without the prohibitions and trading policies of the Partnership and the trading systems, methodsGeneral Partner's consent), and strategies of the Trading Advisor described in the Prospectus which relate to the High Yield Currency Arbitrage Program and the Trading Advisor's general trading techniques, with such changes and additions to such trading system, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts the size of the Partnership, subject to prior written approval by the General Partner of any material changes and additions, it being understood that changes in the commodity interest contracts traded will futures interests traded, provided that such futures interests are listed in Exhibit B hereto, shall not be deemed a material change or addition. (ii) 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 of all other accounts directed by an alteration in 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 at any time inform the General Partner of any material discrepancies of which the Trading Advisor is aware. The General Partner acknowledges that the Trading Advisor offers multiple trading programs and that different trading strategies or methods may be utilized for differing sizes of 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 and that such difference may cause divergent trading results. (iii) 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 (including, without limitation, information relating to changes in control, personnel, trading approach, material administrative, civil, or criminal actions, or financial condition) but nothing herein shall require the Trading Advisor to disclose proprietary information concerning its trading system. The General Partner acknowledges that the Trading Advisor's trading approach and all trading instructions made by the Trading Advisor are confidential property of the Trading Advisor and will at all times 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 open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of commodity interest contracts 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, employees, or affiliates, or any other person, if any, who directly or indirectly controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees and commissions arising from trading by the Trading Advisor shall be for the account of the Partnership. (d) Prior to the commencement of trading by the Partnership, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose. 3Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Diversified Futures Fund L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations on or about March 1, 2010 by the Trading Advisor on behalf of 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 allocated portion of the Net Assets of the Partnership which initially shall be traded pursuant to its High Yield Currency Arbitrage 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 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 prohibitions and trading policies set forth in this AgreementExhibit A hereto, the Partnership's Limited Partnership Agreement and as from time otherwise provided in writing to time in effect (the "Limited Partnership Agreement"), and the ProspectusTrading Advisor; provided, however, that the General Partner may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the trading policies of the Partnership Partnership, as described in Exhibit A hereto, and the Limited Partnership Agreement Agreement, and as otherwise provided in writing to the Prospectus (as amended as provided herein) Trading Advisor, and with applicable speculative position limits, (ii) to fund any distributions, redemptions, redemptions or reapportionments among other trading advisors advisors, if any, to the Partnership, (iii) to pay the Partnership's ’s expenses, (iv) to the extent the General Partner reasonably believes doing so is necessary for the protection of the Partnership, (v) to terminate the commodity 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 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 two business days of such request. The 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, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor is in breach of this Agreementor 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 used by the Trading Advisor in investing and reinvesting its allocable share of the Partnership's Net Assets in commodity interest contracts as described in the Prospectus Program without the prior written consent of the General Partner. Partner (b) The Trading Advisor shall: (i) Exercise good faith and due care in determining the trades in commodity interest contracts for the account shall not effect such alteration or change on behalf of the Partnership in accordance with the prohibitions and trading policies of the Partnership and the trading systems, methods, and strategies of the Trading Advisor described in the Prospectus which relate to the High Yield Currency Arbitrage Program and the Trading Advisor's general trading techniques, with such changes and additions to such trading system, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts the size of the Partnership, subject to prior written approval by without the General Partner of any material changes and additionsPartner’s consent), it being understood that changes in the commodity interest contracts traded will not be deemed a material change or addition. (ii) Provide the General Partnerfutures interests traded, within 30 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 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 at any time inform the General Partner of any material discrepancies of which the Trading Advisor is aware. The General Partner acknowledges that the Trading Advisor offers multiple trading programs and that different trading strategies or methods may be utilized for differing sizes of 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 and provided that such difference may cause divergent trading results. (iii) Subject to reasonable assurances of confidentiality futures interests are listed on Exhibit B hereto or are otherwise approved in writing by the General Partner and the Partnership(as set forth in Section 10(a)(iii) hereof), provide the General Partner with all material information concerning shall not be deemed an alteration in the Trading Advisor (including, without limitation, information relating to changes in control, personnel, trading approach, material administrative, civil, or criminal actions, or financial condition) but nothing herein shall require the Trading Advisor to disclose proprietary information concerning its trading system. The General Partner acknowledges that the Trading Advisor's trading approach and all trading instructions made by the Trading Advisor are confidential property of the Trading Advisor and will at all times 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 open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of commodity interest contracts 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, employees, or affiliates, or any other person, if any, who directly or indirectly controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees and commissions arising from trading by the Trading Advisor shall be for the account of the Partnership. (d) Prior to the commencement of trading by the Partnership, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose. 3Program.

Appears in 1 contract

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

Duties of the Trading Advisor. (a) Upon the commencement of trading operations by the Partnership, the 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 Partnership, which initially shall be traded pursuant to its High Yield Currency Arbitrage Program 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 this AgreementExhibit A hereto, the Partnership's Limited Partnership Agreement and as from time otherwise provided in writing to time in effect (the "Limited Partnership Agreement"), and the ProspectusTrading 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 Partnership, as described in this Agreement, the Limited Partnership Agreement and as otherwise provided in writing to the Prospectus (as amended as provided herein) 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, (iviii) to the extent the General Partner reasonably believes doing so is necessary for the protection of the Partnership, (viv) to terminate the commodity interest contract trading of the Partnership, or (viv) to comply with any applicable law or regulation. The General Partner agrees not to override any such instructions for the reasons specified in clauses clause (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. The 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, 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 Advisor in investing and reinvesting its allocable share of the Partnership's Net Assets in commodity interest contracts as described in the Prospectus Program without the prior written consent of the General Partner. Partner (b) The Trading Advisor shall: (i) Exercise good faith and due care in determining the trades in commodity interest contracts for the account shall not effect such alteration or change on behalf of the Partnership in accordance with without the prohibitions and trading policies of the Partnership and the trading systems, methodsGeneral Partner's consent), and strategies of the Trading Advisor described in the Prospectus which relate to the High Yield Currency Arbitrage Program and the Trading Advisor's general trading techniques, with such changes and additions to such trading system, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts the size of the Partnership, subject to prior written approval by the General Partner of any material changes and additions, it being understood that changes in the commodity interest contracts traded will traded, provided that such commodity interest contracts are listed in Exhibit B hereto, shall not be deemed a material change or addition. (ii) 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 of all other accounts directed by an alteration in 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 at any time inform the General Partner of any material discrepancies of which the Trading Advisor is aware. The General Partner acknowledges that the Trading Advisor offers multiple trading programs and that different trading strategies or methods may be utilized for differing sizes of 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 and that such difference may cause divergent trading results. (iii) 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 (including, without limitation, information relating to changes in control, personnel, trading approach, material administrative, civil, or criminal actions, or financial condition) but nothing herein shall require the Trading Advisor to disclose proprietary information concerning its trading system. The General Partner acknowledges that the Trading Advisor's trading approach and all trading instructions made by the Trading Advisor are confidential property of the Trading Advisor and will at all times 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 open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of commodity interest contracts 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, employees, or affiliates, or any other person, if any, who directly or indirectly controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees and commissions arising from trading by the Trading Advisor shall be for the account of the Partnership. (d) Prior to the commencement of trading by the Partnership, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose. 3Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Diversified Futures Fund Iii L.P.)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations by the Partnership, the 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 shall initially be traded pursuant to its High Yield Developed Markets Currency Arbitrage Program as described in the Prospectus, and may be subsequently traded pursuant to such other of the Trading Advisor’s trading programs described in the Prospectus as the General Partner may instruct (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 this AgreementExhibit A hereto, the Partnership's Limited Partnership Agreement as from time to time in effect (the "Limited Partnership Agreement")Prospectus, and as otherwise provided in writing to the ProspectusTrading 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 Partnership, as described in the Prospectus and the Limited Partnership Agreement and the Prospectus (as amended as provided herein) Agreement, and with applicable speculative position limits, (ii) to fund any distributions, redemptions, redemptions or reapportionments reappointments among other trading advisors to the Partnership, (iii) to pay the Partnership's ’s expenses, (iv) to the extent the General Partner reasonably believes doing so is necessary for the protection of the Partnership, (v) to terminate the commodity 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 clauses (ii) or clause (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. The 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, 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 Advisor in investing and reinvesting its allocable share of the Partnership's Net Assets in commodity interest contracts as described in the Prospectus Program without the prior written consent of the General Partner. (b) The Trading Advisor shall: (i) Exercise good faith and due care in determining the trades in commodity interest contracts for the account of the Partnership in accordance with the prohibitions and trading policies of the Partnership and the trading systems, methods, and strategies of the Trading Advisor described in the Prospectus which relate to the High Yield Currency Arbitrage Program and the Trading Advisor's general trading techniques, with such changes and additions to such trading system, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts the size of the Partnership, subject to prior written approval by the General Partner of any material changes and additions, it being understood that changes in the commodity interest contracts futures interests traded will shall not be deemed a material change or addition. (ii) 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 of all other accounts directed by an alteration in 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 at any time inform the General Partner of any material discrepancies of which the Trading Advisor is aware. The General Partner acknowledges that the Trading Advisor offers multiple trading programs and that different trading strategies or methods may be utilized for differing sizes of 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 and that such difference may cause divergent trading results. (iii) 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 (including, without limitation, information relating to changes in control, personnel, trading approach, material administrative, civil, or criminal actions, or financial condition) but nothing herein shall require the Trading Advisor to disclose proprietary information concerning its trading system. The General Partner acknowledges that the Trading Advisor's trading approach and all trading instructions made by the Trading Advisor are confidential property of the Trading Advisor and will at all times 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 open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of commodity interest contracts 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, employees, or affiliates, or any other person, if any, who directly or indirectly controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees and commissions arising from trading by the Trading Advisor shall be for the account of the Partnership. (d) Prior to the commencement of trading by the Partnership, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose. 3Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Spectrum Strategic Lp)

Duties of the Trading Advisor. (a) Upon the commencement of trading operations by the Partnership, the 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 December 1, 2006, for directing the investment and reinvestment of its allocable share of the Net Assets of the Partnership Partnership, which initially shall be traded pursuant to its High Yield Currency Arbitrage Diversified Trading 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 General Partner may instruct (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 this AgreementExhibit A hereto, the Partnership's Prospectus, the Limited Partnership Agreement and as from time otherwise provided in writing to time in effect (the "Limited Partnership Agreement"), and the ProspectusTrading 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 Partnership, as described in Exhibit A hereto, the Prospectus, the Limited Partnership Agreement and as otherwise provided in writing to the Prospectus (as amended as provided herein) 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, (iviii) to the extent the General Partner reasonably believes doing so is necessary for the protection of the Partnership, (viv) to terminate the commodity futures interests trading of the Partnership, or (viv) to comply with any applicable law or regulation. The General Partner agrees not to override any such instructions for the reasons specified in clauses clause (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the General Partner to make facilitate making the necessary amount of funds available to the Partnership within five calendar days of such request. The 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, 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 Advisor in investing and reinvesting its allocable share of the Partnership's Net Assets in commodity interest contracts as described in the Prospectus Program without the prior written consent of the General Partner. Partner (b) The Trading Advisor shall: (i) Exercise good faith and due care in determining the trades in commodity interest contracts for the account shall not effect such alteration or change on behalf of the Partnership in accordance with without the prohibitions and trading policies of the Partnership and the trading systems, methodsGeneral Partner's consent), and strategies of the Trading Advisor described in the Prospectus which relate to the High Yield Currency Arbitrage Program and the Trading Advisor's general trading techniques, with such changes and additions to such trading system, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts the size of the Partnership, subject to prior written approval by the General Partner of any material changes and additions, it being understood that changes in the commodity interest contracts traded will futures interests traded, provided that such futures interests are listed in Exhibit B hereto, shall not be deemed a material change or addition. (ii) 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 of all other accounts directed by an alteration in 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 at any time inform the General Partner of any material discrepancies of which the Trading Advisor is aware. The General Partner acknowledges that the Trading Advisor offers multiple trading programs and that different trading strategies or methods may be utilized for differing sizes of 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 and that such difference may cause divergent trading results. (iii) 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 (including, without limitation, information relating to changes in control, personnel, trading approach, material administrative, civil, or criminal actions, or financial condition) but nothing herein shall require the Trading Advisor to disclose proprietary information concerning its trading system. The General Partner acknowledges that the Trading Advisor's trading approach and all trading instructions made by the Trading Advisor are confidential property of the Trading Advisor and will at all times 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 open positions maintained by the Trading Advisor exceed the Trading Advisor's applicable speculative position limits. (c) All purchases and sales of commodity interest contracts 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, employees, or affiliates, or any other person, if any, who directly or indirectly controls the Trading Advisor within the meaning of the Securities Act. All brokerage fees and commissions arising from trading by the Trading Advisor shall be for the account of the Partnership. (d) Prior to the commencement of trading by the Partnership, the General Partner on behalf of the Partnership shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Partnership's attorney-in-fact for such purpose. 3Program.

Appears in 1 contract

Samples: Management Agreement (Morgan Stanley Charter WCM L.P.)

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