EXHIBIT 99.3
ADVISORY AGREEMENT
of
Jalex Trading, CTA
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REGISTERED WITH THE
COMMODITY FUTURES TRADING COMMISSION
As A
COMMODITY TRADING ADVISOR
NOTICE TO THE CUSTOMER:
PLEASE READ AND SIGN THE APPROPRIATE PAGES OF THIS ADVISORY AGREEMENT. THEN,
RETAIN THE DISCLOSURE DOCUMENT, BUT RETURN THE ENTIRE ADVISORY INCLUDING THE
SIGNATURE PAGE TO THE ADVISOR WITH THE EXECUTED CUSTOMER ACCOUNT OPENING FORMS.
ADVISORY AGREEMENT of
Jalex Trading, CTA
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This Advisory Agreement ("Agreement") is entered
into this _______ day of ______________,20_____,
between : Jalex Trading, CTA ("Advisor"), and
___________________________________, ("Client").
who resides at _________________________________
City of________________ State ____ Zip _________
WHEREAS, the Client represents that he/she/it has speculative capital for the
purpose of trading in commodity futures contracts, and represents that he/she/it
is able to tolerate adversity in Client's account, including the possible loss
of Client's entire investment. The Client further represents that he/she/it has
read and understands the Advisor's "Disclosure Document", including, especially,
the risk disclosure statement, and:
WHEREAS, the Advisor offers an advisory service for the management of commodity
accounts pursuant to which trading decisions are guided by the Advisor's
proprietary trading program, and; the Client wishes to subscribe to one of the
Advisor's trading programs under the following terms and conditions:
THEREFORE, the Advisor and the Client mutually agree to the covenants herein
contained.
1. The Client will promptly open, or currently has open, a commodity trading
account ("Account") with a Futures Commission Merchant, ("FCM").
The Client understands that an FCM, rather than the Advisor, will have full
custody of client funds (placed on deposit with the FCM) and commodity market
positions. The relationship between the FCM or an introducing broker (" IB") and
Client is not and shall not become the responsibility of the Advisor. The
Advisor is not liable for the executions of transactions once the orders are
placed with the FCM or IB. The FCM or IB is solely responsible for the
transmission of transaction statements and the periodic account statements. The
FCM is also responsible for the custody over the Client's funds. The Client
hereby requests that the FCM or IB furnish copies of all confirmations and
periodic Account statements to the Advisor.
The Client hereby acknowledges it is Client's desire to have the funds in
his/her/its account traded pursuant to the Advisor's Futures Spread Trading
Program:
LIMITED POWER OF ATTORNEY:
2. The Client hereby appoints the Advisor as his or her true and lawful
attorney-in-fact, with full power to act and with full power of substitution and
revocation in Client's name, place, and stead to enter orders to buy and sell
(including short sales), spread, or otherwise trade futures contracts, cash
markets, Exchange For Physicals (EFP), and or commodity futures options. Advisor
shall have full authority to communicate such orders directly to the FCM or IB
and the FCM or IB is hereby authorized to accept and execute all such orders.
The Client will not trade the Account and will not authorize any party other
than the Advisor to trade the Account. This Power of Attorney shall remain in
full effect unless and until this Account is closed, or until revocation is
received by the Advisor, in writing, from the Client. Such revocation shall not
affect any open position, which will be closed upon receipt of the notice. The
Client acknowledges that the FCM or IB has no responsibility to review, approve
or monitor the orders entered by the Advisor, and hereby agrees to indemnify and
hold harmless the FCM or IB and its employees with respect to this
responsibility and any responsibility with regard to the duties of the Advisor.
TAXATION:
3. Advisor is not qualified to give, and will not give any advice with respect
to tax consequences of profits or losses in the Account.
EXCLUSIVITY:
4. The services of the Advisor are not exclusive to the Client, and the Advisor
shall be free to have other clients, and to render trading advice to such other
clients, including the same advice as given to Client. The Client acknowledges
all advice from the Advisor is the sole property of the Advisor, and may not be
revealed by the Client to others.
DOCUMENTS:
5. The client agrees to execute any and all documents required by the FCM, the
IB, if any, the Advisor, and/or any regulatory agency that has jurisdiction over
the Account, as may be necessary to open and maintain the Account and to provide
the Advisor the authority to trade and manage the Account. The Advisor shall
maintain his registration as a Commodity Trading Advisor with the Commodity
Futures Trading Commission and membership in the National Futures Association.
TERMINATION AND NOTICES:
6. Either party may terminate this Agreement, without penalty, by giving three
(3) business days written notice thereof to the other. If Client is a commodity
pool of which any principal of the Advisor is a general partner, manager or
other similar controller, then, upon the affirmative vote of a majority of the
limited partners, members or shareholders of such pool, irrespective of whether
such principal of the Advisor concurs, this Agreement may be terminated by such
Client on sixty (60) days' notice, without penalty. Upon receipt of such notice
from the Client, or within three (3) days after notice has been delivered to the
Client, Advisor will liquidate all open positions of the Client. Such notice
shall be delivered by registered or certified letter to the address included
within this document. Such notice of termination shall have no effect upon
liabilities or commitments made or accrued neither prior to such termination,
nor on open positions yet to be liquidated. The subsequent management of the
Account shall be the sole responsibility of the Client.
ADVISORY FEES:
7. Incentive Fees. The Advisor will charge a monthly incentive fee equal to 20%
of net new high profits. Net new high profits include all closed out gains and
losses plus gains and losses on open positions. Gains and losses will be net
after commissions and management fees. The account will also be adjusted for any
deposits or withdrawals. In order for an incentive fee to be payable, the
adjusted net new high profits calculated at the close of business of the last
trading day of each month must exceed the highest adjusted net new high profits
of any previous month. The incentive fee is due and payable on the first
business day of the month following the month in which the fee has been earned.
8. Commissions. Each account will be charged commissions by the FCM carrying the
account, or the IB introducing the account. The aforementioned FCM and/or IB set
these commissions. The Advisor will not accept any arrangement by an FCM or IB
in which the total commissions for trading futures or options on contract
markets in the United States, inclusive of all exchange, brokerage, and/or
clearing fees exceeds $10 per round turn, plus NFA fees. The Advisor will not
receive any compensation, either directly or indirectly, from the commissions
generated by trading in the client's account.
9. Management Fee. The Advisor will charge a recurring annual Management Fee
equal to 2%. This fee is assessed monthly at the rate of 0.16667% of the month
ending Net Asset Value. Net Asset Value is defined as the total assets of the
account, including all cash and cash equivalents, interest income, if any, plus
the market value of all open commodity positions, less all liabilities.
10. Payment of Fees. All fees referred to in this section are due and payable
when the Advisor submits an invoice to the carrying FCM. or to the Commodity
Pool Operator. Each client agrees to execute a Fee Payment Authorization
allowing the Advisor to deduct such fees directly from the Client's Accounts. In
its discretion, the Advisor may waive any part or all of its fees described
above.
FURTHER ACKNOWLEDGMENTS:
11. The Client is aware of the speculative nature and high degree of risk
associated with Commodity Futures trading. The client acknowledges that
he/she/it has read and understands the risk factors of investing in this
particular trading program as disclosed in the document of the Advisor.
12. The Client acknowledges that he/she/it understands that the objective of the
Advisor's trading style is to maximize profits over time; it is not to minimize
volatility. If you are uncomfortable with wide swings in your account then you
should not consider opening an account with the Advisor.
13. The Client acknowledges and agrees that he/she/it has read and understood
the Disclosure Document of the Advisor herewith attached. The Client understands
that the Advisor's recommendations and authorization to trade shall be for the
Account and risk of the Client.
14. The Client agrees to execute a limited trading authorization with the FCM or
IB authorizing the Advisor to enter orders to trade futures contracts and or
options on futures contracts. It is further understood that the Advisor has no
responsibility for the proper execution of orders by the FCM or IB, once the
Advisor enters such orders.
15. The Advisor makes no guarantee that any of its services will result in a
profit, or will not result in a loss for the Account. The Client agrees that
he/she/it will immediately inform the Advisor if and when he/she/it becomes
dissatisfied with the Advisor's handling of the Account.
16. The Client assumes the responsibility for losses that occur in the Account
from whatever source. The Advisor will not be liable to the Client or to others
except by reason of acts constituting willful malfeasance or gross negligence as
to its duties herein, and disclaims any liability for human or machine errors in
order placement and execution.
17. The Client understands, as described in the Disclosure Document, that due to
the nature of the trading approach employed by the Advisor and that day trading,
by nature, generates more trades, your Account may generate a substantial number
of trades on a monthly basis. Such trading could result in substantial
commission costs that are above average for other commodity futures and or
options trading programs.
ARBITRATION:
18. Any controversy between the parties hereto involving the construction or
application of any of the terms, covenants, or conditions of this Agreement,
shall on written request of one party served on the other be submitted to
arbitration, and such arbitration shall comply with and be governed by the
provisions of the National Futures Association Code of Arbitration. Such
arbitration shall take place within a fifty (50) mile radius of Oklahoma City,
OK.
REPRESENTATION:
19. No persons may make any representation about this Agreement or the Advisor
except those stated in the Disclosure Document of the Advisor, and this Advisory
Agreement. Any such representations are to be considered false, and the Client
will not hold the Advisor liable for any such false claims, statements, or
representations.
VALIDITY:
20. In the event that any provision of this Agreement is invalid for any reason
whatsoever, all other conditions and provisions of this Agreement shall remain
in full force and effect.
ENTIRE AGREEMENT:
22. This Agreement constitutes the entire agreement between the parties, and no
modification or amendment of this Agreement shall be binding unless in writing
and signed by both parties named and whose signature appear on this Agreement.
This Agreement can not be terminated orally, and shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns. The captions appearing in this Agreement
are inserted as a matter of convenience and for reference only and shall not
define, limit or describe the scope and intent of this Agreement or any of the
provisions thereof.
SIGNATURES AND ACKNOWLEDGMENTS:
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written. The parties also authorize Advisor to have
Power of Attorney over the trading account as described on pages 2 and 3 of this
Agreement. The parties agree to sign the Power of Attorney forms supplied by the
FCM or IB to grant such authority to Advisor.
Client Signature_______________________________________ Date________________
Client Signature_______________________________________ Date________________
(Joint Account)
ACKNOWLEDGMENT OF THE RECEIPT OF JALEX TRADING, CTA
DISCLOSURE DOCUMENT:
I acknowledge that I have received, read, and understand the Disclosure Document
of Advisor.
Client Signature___________________________________Date________________
Client Signature___________________________________Date________________
(Joint Account)
AUTHORIZATION FOR FCM, CPO OR IB TO PAY ADVISOR:
I (we) hereby instruct the FCM, CPO or IB to pay Advisor the monthly incentive
fees, and/or management fees out of assets of my (our) account. Such fees shall
be due and payable upon the receipt of the billing submitted by Advisor.
In rendering this service for the convenience of Advisor and the undersigned,
you may fully rely on any fee invoices submitted without any duty or obligation
to check or verify the accuracy of the fee invoice. The Client(s) and Advisor
hereby jointly and severally agree to indemnify the FCM or IB and to hold it
harmless from any loss or claim associated with any payment of fees from the
Account, the payment of which is subsequently shown to be in error or subject to
dispute. I understand and fully agree that commissions will also be charged to
my account as set forth in the Disclosure Document of Advisor.
Client Signature_______________________________________Date________________
Client Signature_______________________________________Date________________
(Joint Account)
Advisor
Signature____________________________________________Date________________
