Trading Services. (a) The Adviser hereby appoints the Trading Adviser to act as a commodity trading advisor (“CTA”) to Series 13 and SP13 with respect to assets allocated to Series 13 and SP13 from time to time by the Adviser for the periods and on the terms set forth in this Agreement and the Supplemental Trading Agreement (the “Allocated Assets”). The Trading Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. To the extent the Allocated Assets are traded under SP13, the Trading Adviser acknowledges and agrees that SP13 is subject to the limitations set forth in paragraphs 1 (a) and (b) above. To the extent the Allocated Assets are traded under Series 13, the Trading Adviser acknowledges and agrees that Series 13 is subject to the limitations set forth in paragraphs 2 (a) and (b) above. The Adviser will increase or decrease the amount of Allocated Assets from time to time and, therefore, the Account Trading Size (as defined in the Supplemental Trading Agreement) will be increased or decreased in accordance with paragraph 3 of the Supplemental Trading Agreement, headed “Change of Account Trading Size”. (b) The Trading Adviser shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of Series 13 and SP13 in accordance with the terms of this Agreement and the Supplemental Trading Agreement and shall comply with all reasonable instructions of the Fund and the Adviser (“Instructions”). Such Instructions may be given by a letter or email or by telephone, provided that telephone instructions shall be confirmed in writing. The Trading Adviser shall not be required to acknowledge the Instructions of the Fund or the Adviser, regardless of the manner in which the Instructions may be received. The Trading Adviser shall be entitled to consider the Agreement, the Supplemental Trading Agreement and the Instructions to be in accordance with the investment objective, policies and restrictions of the Company, the Onshore LLC and the Portfolio in relation to Series 13 and SP13 set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, and/or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trading Adviser. The Trading Adviser shall carry out its duties under this Agreement and the Supplemental Trading Agreement in accordance with all laws applicable to the Onshore LLC and the Company and the Trading Adviser’s duties under this Agreement, all as may be in effect from time to time (“Applicable Law”). The foregoing Instructions and Applicable Law are referred to below together as the “Policies”. For purposes of compliance with the Policies, the Trading Adviser shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire Onshore LLC or Company, as applicable, and the Trading Adviser shall not be responsible in any way for the compliance of any assets of the Onshore LLC or Company , other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trading Adviser is authorized, in its sole discretion and without prior consultation with the Adviser, on behalf of Series 13 and/or SP13, to buy, sell, lend and otherwise trade in any commodity interests, including futures contracts, options on futures contracts (selling uncovered options is not permitted), spot or forward contracts or commodities and swaps as listed in Schedule B (the “Commodity Interests”) without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the Allocated Assets may be invested in such proportions of Commodity Interests as the Trading Adviser shall determine. Notwithstanding the foregoing provisions of this paragraph 3(b), however, (i) the Trading Adviser shall, upon and in accordance with written instructions from the Adviser effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for Series 13 and/or SP13 to comply with the Policies, and (ii) in so far as is practicable, upon written notice to the Trading Adviser, the Adviser may effect in-kind redemptions with shareholders of the Portfolio with securities included within the Allocated Assets. For the avoidance of doubt and except as required by applicable law, Trading Adviser shall treat Series 13 and SP13 as separate entities for purpose of compliance with the Policies. (c) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trading Adviser shall place orders pursuant to its determinations with any executing broker counterparty, futures commission merchant, dealer, clearing broker or other entity the Trading Adviser so chooses to provide execution services (each an “Executing Broker”), provided, however, the orders are settled with an approved counterparty or a futures commission merchant or Foreign Exchange clearing broker with which Series 13 and/or SP13 as applicable, has an account. (d) The Trading Adviser hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”) pertaining to certain exemptions on prohibitions relating to the acquisition of securities of issuers engaged in securities related activities. (e) The Trading Adviser has provided the Adviser with a true and complete copy and/or accurate summary of its compliance policies and procedures pursuant to best practices for all CTAs registered with the Commodity Futures Trading Commission (“CFTC”) or, if applicable, Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”) (the “Trading Adviser Compliance Policies”). The Trading Adviser’s chief compliance officer (“Trading Adviser CCO”) shall provide to the Fund’s Chief Compliance Officer (“Fund CCO”) or his or her delegate promptly (and in no event in more than 10 business days) the following reports and certifications to the extent that they relate to the services provided by the Trading Adviser to Series 13 and/or SP13 with respect to the Allocated Assets: (i) a report of any material changes to the Trading Adviser Compliance Policies; (ii) a report of any “material compliance matters”, as defined by Rule 38a-1 under the 1940 Act, that have occurred in connection with the Trading Adviser Compliance Policies; (iii) an executive summary of the Trading Adviser CCO’s report with respect to the annual review of the Trading Adviser Compliance Policies (the “Trading Adviser CCO’s Report”) pursuant to Rule 206(4)-7 under the Advisers Act, if applicable. The Trading Adviser agrees that the executive summary shall be a fair representation of the Trading Adviser’s CCO Report and that if the Fund CCO has follow up questions on the executive summary, the Trading Adviser CCO will cooperate with providing whatever additional information is requested; and (iv) an annual (or more frequently as the Fund CCO may reasonably request) certification regarding the Trading Adviser’s compliance with Rule 206(4)-7 under the Advisers Act, if applicable, and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (iii). The Trading Adviser shall execute orders in accordance with paragraph 5 of the Supplemental Trading Agreement headed “Execution and Clearing of Trades”. Subject to the rules, guidance, principles, and codes comprised in the Handbook of Rules and Guidance (or documents having equivalent standing and effect) from time to time promulgated by the Financial Conduct Authority of the United Kingdom and/or any successor body carrying out all or any party of the functions thereof applicable to the Trading Adviser (the “FCA”) (the “FCA Rules”), the Trading Adviser may, when executing trades on behalf of Series 13 and/or SP13, aggregate those trades with those of one or more of the Trading Adviser’s other clients. The Trading Adviser allocates trades between clients using a proprietary algorithm designed to treat all of the Trading Adviser’s clients fairly and equitably over time. The Company, the Onshore Series and the Adviser acknowledge that the aggregation and allocation of trades in this way may on some occasions operate to the disadvantage of the Series 13 and/or SP13. The parties agree that when executing transactions in Commodity Interests on behalf of Series 13 and/or SP13, or placing orders relating to Commodity Interests on behalf of Series 13 and/or SP13 or execution by Executing Brokers, the Trading Adviser shall (except to the extent that it is following an specific instruction from the client, as appropriate, in relation to the execution of an order) owe to Series 13 and/or SP13 a duty to take all sufficient steps to obtain the best possible result for Series 13 and/or SP13, taking into account the Execution Factors (as defined in the FCA Rules) that are relevant to the execution or placing of that order under the terms of the Trading Adviser’s best execution policy as provided to the Fund and the Adviser from time to time (the “Best Execution Policy”). Each of the Onshore Series, the Company and the Adviser confirms that the Trading Adviser has separately provided it with the Best Execution Policy. Each of the Onshore Series, the Company and the Adviser expressly agrees and consents to the Best Execution Policy. The Trading Adviser will summarise and make public on its website on an annual basis for each class of Commodity Interest in which it executes orders for, or on behalf of, Series 13 and/or SP13, the following information: (a) the top five execution venues in terms of trading volumes where it executed client orders in the preceding year; and (b) the quality of execution obtained. The Trading Adviser shall, upon request from the Adviser, promptly provide to the Adviser details of the Executing Brokers to which orders are transmitted or execution venues where orders are placed for execution. The Trading Adviser further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. If, at any time during the term of this Agreement, the Trading Adviser is required to aggregate Series 13 or SP13’s Commodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, the Trading Adviser will promptly notify the Adviser if Series 13 or SP13’s positions are included in an aggregate amount which exceeds the applicable speculative position limit. If the speculative positions limits are reached in any Commodity Interest contract, the Trading Adviser will modify the trading of Series 13 and/or SP13 as applicable and its other accounts in a reasonable and good faith effort to achieve an equitable treatment of all such accounts. (f) The Trading Adviser, in connection with its rights and duties with respect to Series 13 , SP13 and the Fund shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. (g) The services of the Trading Adviser hereunder are not deemed exclusive and the Trading Adviser shall be free to render similar services to others (including other investment companies, investment funds or single managed accounts of other customers which have a similar investment objective to the Fund) so long as its services under this Agreement are not impaired thereby. It is therefore possible that any of them may, in the course of business, have potential conflicts of interest with the Fund and the Adviser, PROVIDED THAT the Trading Adviser shall have due regard to its obligations to the Fund and the Adviser. (h) The Trading Adviser has a conflicts of interest policy which specifies the procedures that it follows and the measures that it has adopted in order to avoid such conflicts or to manage such conflicts in a way that ensures fair treatment for the Fund and the Adviser. Each of the Fund and the Adviser hereby acknowledge and confirm that the Trading Adviser has separately provided to it the Trading Adviser’s conflicts of interest policy. Subject to the FCA Rules, the Trading Adviser or any of its associates or any person connected with the Trading Adviser may invest in, directly or indirectly, or manage or advise other investment funds or accounts which invest in assets which may also be purchased or sold by the Fund or the Adviser. Neither the Trading Adviser nor any of its associates nor any person connected with it shall be under any obligation to offer investment opportunities of which any of them become aware to the Fund or the Adviser or to account to the Fund or the Adviser in respect of (or share with the Fund or the Adviser or inform the Fund or the Adviser of) any such transaction or any benefit received by any of them from any such transaction, but will allocate such opportunities on an equitable basis between the Fund and the Adviser and its other clients. Subject to the FCA Rules, the Trading Adviser will not and will procure that no associate of the Trading Adviser will deal, as principal or agent for a third party, with the Adviser except where dealings are carried out as if effected on normal commercial terms negotiated on an arm’s length basis and PROVIDED ALSO THAT: (a) subject to its Code of Ethics, the Trading Adviser and any associate may buy, hold and deal in any Commodity Interests upon its individual account notwithstanding that similar Commodity Interests may be held by the Fund and the Adviser; and (b) nothing in this Agreement shall prevent the Trading Adviser or any associate from contracting or entering into any financial or other transaction with any director, officer, employee or member of the Fund or the Adviser or with any company or body any of whose shares or securities are held by or for the account of the Fund or the Adviser or from being interested in any such contract or transaction. The Trading Adviser hereby notifies the Fund and the Adviser that, in certain circumstances, the organisational and administrative arrangements established by the Trading Adviser to prevent or manage a particular conflict may not be sufficient to ensure, with reasonable confidence, that the risk of damage to the interests of clients will be prevented. Each of the Fund and the Adviser acknowledges the contents of the conflicts of interest policy and in particular (a) the specific description of the conflicts of interest that arise or could arise in the provision of the Trading Adviser’s services and (b) the description of the risks to clients that arise as a result as the conflicts of interest and the steps undertaken to mitigate these risks to enable the Trading Adviser’s clients to take an informed decision with respect to its services in the context of which the conflicts of interest arise. (i) The Trading Adviser shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and/or annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trading Adviser shall promptly respond to reasonable requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records maintained by the Trading Adviser relating directly to Series 13 and/or SP13. The Trading Adviser shall also use commercially reasonable efforts to provide the Adviser with such other information and reports, including information and reports related to compliance matters, as
Appears in 1 contract
Trading Services. (a) The Adviser hereby appoints the Trading Adviser to act as a commodity trading advisor (“CTA”) to Series 13 8 and SP13 SP8 with respect to assets allocated to Series 13 8 and SP13 SP8 from time to time by the Adviser for the periods and on the terms set forth in this Agreement and the Supplemental Trading Agreement (the “Allocated Assets”). The Trading Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. To the extent the Allocated Assets are traded under SP13SP8, the Trading Adviser acknowledges and agrees that SP13 SP8 is subject to the limitations set forth in paragraphs 1 (a) and (b) above. To the extent the Allocated Assets are traded under Series 138, the Trading Adviser acknowledges and agrees that Series 13 8 is subject to the limitations set forth in paragraphs 2 (a) and (b) above. The Adviser will increase or decrease the amount of Allocated Assets from time to time and, therefore, the Account Trading Size (as defined in the Supplemental Trading Agreement) will be increased or decreased in accordance with paragraph 3 of the Supplemental Trading Agreement, headed “Change of Account Trading Size”.
(b) The Trading Adviser shall, subject to the supervision and oversight of the Adviser, trade the Allocated Assets on behalf of Series 13 8 and SP13 SP8 in accordance with the terms of this Agreement and the Supplemental Trading Agreement and shall comply with all reasonable instructions of the Fund and the Adviser (“Instructions”). Such Instructions may be given by a letter or email or by telephone, provided that telephone instructions shall be confirmed in writing. The Trading Adviser shall not be required to acknowledge the Instructions of the Fund or the Adviser, regardless of the manner in which the Instructions may be received. The Trading Adviser shall be entitled to consider the Agreement, the Supplemental Trading Agreement and the Instructions to be in accordance with the investment objective, policies and restrictions of the Company, the Onshore LLC and the Portfolio in relation to Series 13 8 and SP13 SP8 set forth in the Portfolio’s prospectus and statement of additional information, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Fund’s Chief Compliance Officer, and/or by the Fund’s Board of Directors (“Board”) that have been furnished in writing to the Trading Adviser. The Trading Adviser shall carry out its duties under this Agreement and the Supplemental Trading Agreement in accordance with all laws applicable to the Onshore LLC and the Company and the Trading Adviser’s duties under this Agreement, all as may be in effect from time to time (“Applicable Law”). The foregoing Instructions and Applicable Law are referred to below together as the “Policies”. For purposes of compliance with the Policies, the Trading Adviser shall be entitled to treat the Allocated Assets as though the Allocated Assets constituted the entire Onshore LLC or Company, as applicable, and the Trading Adviser shall not be responsible in any way for the compliance of any assets of the Onshore LLC or Company Company, other than the Allocated Assets, with the Policies. Subject to the foregoing, the Trading Adviser is authorized, in its sole discretion and without prior consultation with the Adviser, on behalf of Series 13 8 and/or SP13SP8, to buy, sell, lend and otherwise trade in any commodity interests, including futures contracts, options on futures contracts (selling uncovered options is not permitted), spot or forward contracts or commodities and swaps as listed in Schedule B (the “Commodity Interests”) without regard to the length of time the Commodity Interests have been held and the resulting rate of portfolio turnover or any tax considerations; and the Allocated Assets may be invested in such proportions of Commodity Interests as the Trading Adviser shall determine. Notwithstanding the foregoing provisions of this paragraph 3(b), however, (i) the Trading Adviser shall, upon and in accordance with written instructions from the Adviser effect such portfolio transactions for the Allocated Assets as the Adviser shall determine are necessary in order for Series 13 8 and/or SP13 SP8 to comply with the Policies, and (ii) in so far as is practicable, upon written notice to the Trading Adviser, the Adviser may effect in-kind redemptions with shareholders of the Portfolio with securities included within the Allocated Assets. For the avoidance of doubt and except as required by applicable law, Trading Adviser shall treat Series 13 8 and SP13 SP8 as separate entities for purpose of compliance with the Policies.
(c) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Trading Adviser shall place orders pursuant to its determinations with any executing broker counterparty, futures commission merchant, dealer, clearing broker or other entity the Trading Adviser so chooses to provide execution services (each an “Executing Broker”), provided, however, the orders are settled with an approved counterparty or a futures commission merchant or Foreign Exchange clearing broker with which Series 13 8 and/or SP13 SP8 as applicable, has an account.
(d) The Trading Adviser hereby agrees that it shall not consult with any other investment adviser or CTA to the Fund with respect to transactions in Commodity Interests for the Allocated Assets or any other transactions in the Fund’s assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940 (the “1940 Act”) pertaining to certain exemptions on prohibitions relating to the acquisition of securities of issuers engaged in securities related activities.
(e) The Trading Adviser has provided Adviser, where requested to do so by the Adviser, shall provide the Adviser with a true and complete copy and/or accurate summary of its compliance policies and procedures pursuant to best practices for all CTAs registered with the Commodity Futures Trading Commission (“CFTC”) or, if applicable, Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”) (the “Trading Adviser Compliance Policies”). The Trading Adviser’s chief compliance officer (“Trading Adviser CCO”) shall on request and within two weeks of the end of each calendar quarter, provide its responses to the Fund’s Chief matters outlined in the “Quarterly Compliance Officer (“Fund CCOQuestionnaire”) or his or her delegate . Additionally, the Trading Adviser shall upon request from the Adviser promptly (and in no event in more than 10 business daysdays from the date of request) provide the following reports and certifications to the extent that they relate to the services provided by the Trading Adviser to Series 13 8 and/or SP13 SP8 with respect to the Allocated Assets:
(i) a report of any material changes to the Trading Adviser Compliance Policies;; and
(ii) a report of any “material compliance matters”, as defined by Rule 38a-1 under the 1940 Act, that have occurred in connection with the Trading Adviser Compliance Policies;
(iii) an executive summary of the Trading Adviser CCO’s report with respect to the annual review of the Trading Adviser Compliance Policies (the “Trading Adviser CCO’s Report”) pursuant to Rule 206(4)-7 under the Advisers Act, if applicable. The Trading Adviser agrees that the executive summary shall be a fair representation of the Trading Adviser’s CCO Report and that if the Fund CCO has follow up questions on the executive summary, the Trading Adviser CCO will cooperate with providing whatever additional information is requested; and.
(ivf) an annual (or more frequently as the Fund CCO may reasonably request) certification regarding the Trading Adviser’s compliance with Rule 206(4)-7 under the Advisers Act, if applicable, and Section 38a-1 of the 1940 Act as well as the foregoing sub-paragraphs (i) – (iii). The Trading Adviser shall execute orders in accordance with paragraph 5 of the Supplemental Trading Agreement headed “Execution and Clearing of Trades”. Subject to the rules, guidance, principles, and codes comprised in the Handbook of Rules and Guidance (or documents having equivalent standing and effect) from time to time promulgated by the Financial Conduct Authority of the United Kingdom and/or any successor body carrying out all or any party of the functions thereof applicable to the Trading Adviser (the “FCA”) (the “FCA Rules”), the Trading Adviser may, when executing trades on behalf of Series 13 8 and/or SP13SP8, aggregate those trades with those of one or more of the Trading Adviser’s other clients. The Trading Adviser allocates trades between clients using a proprietary algorithm designed to treat all of the Trading Adviser’s clients fairly and equitably over time. The Company, the Onshore Series LLC and the Adviser acknowledge that the aggregation and allocation of trades in this way may on some occasions operate to the disadvantage of the Series 13 8 and/or SP13SP8. The parties Parties agree that when executing transactions in Commodity Interests on behalf of Series 13 8 and/or SP13SP8, or placing orders relating to Commodity Interests on behalf of Series 13 8 and/or SP13 SP8 or execution by Executing Brokers, the Trading Adviser shall (except to the extent that it is following an specific instruction from the client, as appropriate, in relation to the execution of an order) owe to Series 13 8 and/or SP13 SP8 a duty to take all sufficient steps to obtain the best possible result for Series 13 8 and/or SP13SP8, taking into account the Execution Factors (as defined in the FCA Rules) that are relevant to the execution or placing of that order under the terms of the Trading Adviser’s best execution policy as provided to the Fund and the Adviser from time to time (the “Best Execution Policy”). Each of the Onshore SeriesLLC, the Company and the Adviser confirms that the Trading Adviser has separately provided it with the Best Execution Policy. Each of the Onshore SeriesLLC, the Company and the Adviser expressly agrees and consents to the Best Execution Policy. The Trading Adviser will summarise and make public on its website on an annual basis for each class of Commodity Interest in which it executes orders for, or on behalf of, Series 13 and/or SP13, the following information: .
(ag) the top five execution venues in terms of trading volumes where it executed client orders in the preceding year; and (b) the quality of execution obtained. The Trading Adviser shall, upon request from the Adviser, promptly provide to the Adviser details of the Executing Brokers to which orders are transmitted or execution venues where orders are placed for execution. .
(h) The Trading Adviser further agrees to be aware of the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. If, at any time during the term of this Agreement, the Trading Adviser is required to aggregate Series 13 8 or SP13SP8’s Commodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, the Trading Adviser will promptly notify the Adviser if Series 13 8 or SP13SP8’s positions are included in an aggregate amount which exceeds the applicable speculative position limit. If the speculative positions limits are reached in any Commodity Interest contract, the Trading Adviser will modify the trading of Series 13 8 and/or SP13 SP8 as applicable and its other accounts in a reasonable and good faith effort to achieve an equitable treatment of all such accounts.
(fi) The Trading Adviser, in connection with its rights and duties with respect to Series 13 8 , SP13 SP8 and the Fund shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
(gj) The services of the Trading Adviser hereunder are not deemed exclusive and the Trading Adviser shall be free to render similar services to others (including other investment companies, investment funds or single managed accounts of other customers which have a similar investment objective to the Fund) so long as its services under this Agreement are not impaired thereby. It is therefore possible that any of them may, in the course of business, have potential conflicts of interest with the Fund and the Adviser, PROVIDED THAT the Trading Adviser shall have due regard to its obligations to the Fund and the Adviser.
(hk) The Trading Adviser has a conflicts of interest policy which specifies the procedures that it follows and the measures that it has adopted in order to avoid such conflicts or to manage such conflicts in a way that ensures fair treatment for the Fund and the Adviser. Each of the Fund and the Adviser hereby acknowledge and confirm that the Trading Adviser has separately provided to it the Trading Adviser’s conflicts of interest policy. Subject to the FCA Rules, the Trading Adviser or any of its associates or any person connected with the Trading Adviser may invest in, directly or indirectly, or manage or advise other investment funds or accounts which invest in assets which may also be purchased or sold by the Fund or the Adviser. Neither the Trading Adviser nor any of its associates nor any person connected with it shall be under any obligation to offer investment opportunities of which any of them become aware to the Fund or the Adviser or to account to the Fund or the Adviser in respect of (or share with the Fund or the Adviser or inform the Fund or the Adviser of) any such transaction or any benefit received by any of them from any such transaction, but will allocate such opportunities on an equitable basis between the Fund and the Adviser and its other clients. Subject to the FCA Rules, the Trading Adviser will not and will procure that no associate of the Trading Adviser will deal, as principal or agent for a third party, with the Adviser except where dealings are carried out as if effected on normal commercial terms negotiated on an arm’s length basis and PROVIDED ALSO THAT:
(a) subject to its Code of Ethics, the Trading Adviser and any associate may buy, hold and deal in any Commodity Interests upon its individual account notwithstanding that similar Commodity Interests may be held by the Fund and the Adviser; and
(b) nothing in this Agreement shall prevent the Trading Adviser or any associate from contracting or entering into any financial or other transaction with any director, officer, employee or member of the Fund or the Adviser or with any company or body any of whose shares or securities are held by or for the account of the Fund or the Adviser or from being interested in any such contract or transaction. The Trading Adviser hereby notifies the Fund and the Adviser that, in certain circumstances, the organisational and administrative arrangements established by the Trading Adviser to prevent or manage a particular conflict may not be sufficient to ensure, with reasonable confidence, that the risk of damage to the interests of clients will be prevented. Each of the Fund and the Adviser acknowledges the contents of the conflicts of interest policy and in particular (a) the specific description of the conflicts of interest that arise or could arise in the provision of the Trading Adviser’s services and (b) the description of the risks to clients that arise as a result as the conflicts of interest and the steps undertaken to mitigate these risks to enable the Trading Adviser’s clients to take an informed decision with respect to its services in the context of which the conflicts of interest arise.
(il) The Trading Adviser shall furnish the Adviser and the administrator of the Fund (the “Administrator”) daily, weekly, monthly, quarterly and/or annual reports concerning portfolio transactions and performance of the Allocated Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Allocated Assets with the Adviser and discuss the management of the Allocated Assets. The Trading Adviser shall promptly respond to reasonable requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records maintained by the Trading Adviser relating directly to Series 13 8 and/or SP13SP8. The Trading Adviser shall also use commercially reasonable efforts to provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material reasonably requested by or required to be delivered to the Board.
(m) The Trading Adviser shall not have the power, discretion or responsibility to vote any proxies in connection with Commodity Interests in which the Allocated Assets may be invested, and the Adviser shall retain such responsibility.
(n) The Trading Adviser shall cooperate promptly and fully with the Adviser, the Company, the Onshore LLC and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the
Appears in 1 contract