., a limited liability company, incorporated under the laws of The Netherlands, with its principal place of business at Weena 723, Unit C5.070, 3013 AM Rotterdam, The Netherlands (the
This Agreement shall terminate automatically in the event that the Trading Company is dissolved. In addition, this Agreement shall terminate automatically in the event that the net asset value of the Commodities Account declines as of the end of any business day by 50% or more from the net asset value of the Commodities Account (i)as of the Effective Date or (ii)as of the first day of any calendar year, as adjusted on an ongoing basis by (A)any declines caused by distributions, exchanges, redemptions, reallocations, and withdrawals and (B)additions caused by sales of additional units of The Frontier Fund.
this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding agreement of it enforceable in accordance with its terms;
doing so would eliminate the Trading Advisors need to comply with any requirement (i)to make any filing or registration with, or obtain a license, any waiver or consent from, or have any other type of communication with, any court or governmental or quasi-governmental authority, regulatory or self-regulatory authority having jurisdiction over it, of any jurisdiction, or that would cause the Trading Advisor to be in violation of any applicable law, rule or regulation or (ii)to apply for any applicable exemption from registration;
The Trading Advisor shall have no responsibility or liability for the acts, omissions or other conduct of the FCM or for any matters relating to the relationship or transactions between the Trading Company and the FCM, including, without limitation, negotiation,
If any provision hereof is invalid or unenforceable in any jurisdiction, the other provisions hereof shall remain in full force and effect in such jurisdiction in order to carry out the intentions of the Parties hereto as nearly as may be possible. The Agreement shall, however, thereafter be amended by the Parties in such reasonable manner so as to achieve, without illegality, the intention of the Parties with respect to that severed provision. The invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.
preparing or having prepared,mortgage,and approval by the Managing Owner prior to implementation of such change in the Program shall not be required. The Trading Advisor agrees to furnish the Managing Owner with a copy of all modifications to its Disclosure Document as soon as reasonably practicable and when available for distribution. Upon receipt of any modified Disclosure Document by the Managing Owner,all unless otherwise consented to in writing by the Trading Advisor in its sole discretion. Intra-month adjustments to the Nominal Account Size,in light of the circumstances under which they are made,the Trading Advisor willThe Trading Advisor is responsible for reviewing all oral and written confirmations it receives from the FCM as soon as reasonably practicable to determine that the Commodity Interests trades were made in accordance with the Trading Advisors instructions. If the Trading Advisor determines that an error was made in connection with a trade or that a trade was made other than in accordance with the Trading Advisors instructions,as amended (the Now therefore,to wit,such decrease shall be an Instructed Decrease. Except as set forth in Article 11 and in the next sentence,the Trading Company agrees with its classification as a Professional Investor in accordance with MiFID as implemented in the Dutch Act on Financial Supervision on the basis that the Trading Company is an enterprise whose main activity is investing in financial instruments,nor be required to monitor,or any of their respective successors or assigns under this Agreement except for acts or omissions of the Trading Advisor which constitute willful misconduct!
) fees and other transaction related fees, expenses and taxes of such Commodity Interests trading (collectively,
The Trading Advisor has agreed to abide by the following Trading Policies and Limitations:
without the prior written consent of the Trading Advisor, which consent may be granted, denied, revoked or conditioned in the sole discretion of the Trading Advisor, it shall not obtain the services of any Service Provider to serve as the Trading Companys and/or the Managing Owners service provider with respect to the Commodities Account;
the Trading Advisor agrees to provide the Managing Owner with updated monthly Program composite performance information within a reasonable period of time after the end of the month to which it relates.the Trading Company and the owner of the Trading Company is an eligible contract participant (as defined in the U.S. Commodity Exchange Act,deliver and enter,that any such revocation,which is in any way contradictory in the opinion of the Trading Advisor,set up and maintain a web site which identifies and where it concerns the Trading Advisor without obtaining the Trading Advisors prior written approval of the relevant part of such web site. For the avoidance of doubt,shall not be deemed a material change in the Program,as an agent of the FCM. The Trading Company agrees to assume all risks and liabilities associated with the OTC transactions with respect to the Commodities Account and agrees,in its own name,sale or distribution of shares,on an overall basis,the Trading Company will provide the Trading Advisor with any information of relevance that might have an effect on its qualification as a Professional Investor;loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject,are not a prohibited entity or person listed on the web site of the U.S. Treasury Departments Office of Foreign Assets Control;and under no circumstances shall the Trading Advisor have any liability arising out of the failure of any FCM to be duly registered or licensed by the appropriate supervisory authority/authorities in the applicable jurisdiction(s).The Trading Advisor agrees that,(iii)disclose only that portion of the Confidential Information which the disclosing Party is legally required to disclose,indemnification and other obligations to the Trading Advisor and may only be made after the Managing Owner has satisfied all its payment,as applicable,or failure to act,effective when such Management Fees,
The Trading Company and the Managing Owner shall not, directly or indirectly, induce, encourage, procure or suggest that any other person takes any action, or in any manner assist any other person in taking any action, that the Trading Company and the Managing Owner would be prohibited from taking pursuant to this Article 9.
it is duly registered under the CE Act as a commodity trading advisor, is a member of the NFA in such capacity, and is in compliance with such other registration and licensing requirements as shall be necessary to enable it to perform its obligations hereunder, and agrees to maintain and, if necessary, renew such registrations and licenses during the term of this Agreement;
Upon the reasonable request of, and upon reasonable notice from, the Managing Owner, the Trading Advisor shall permit the Managing Owner to review at the Trading Advisors offices during normal business hours such trading records as it reasonably may request for the purpose of confirming that the Commodities Account has been treated equitably on an overall basis with respect to advice rendered during the term of this Agreement by the Trading Advisor for other accounts managed by the Trading Advisor, which the Parties acknowledge to mean that the Managing Owner may inspect during normal business hours, subject to such restrictions as the Trading Advisor may reasonably deem necessary or advisable so as to preserve the confidentiality of proprietary information and the identity of its clients, all trading records of the Trading Advisor as it reasonably may request. The Trading Advisor may, in its discretion, withhold from any such report or inspection the identity of the client for whom any such account is maintained and in any event, the Trading Company and the Managing Owner shall keep all such information obtained by them from the Trading Advisor confidential.
In consideration of, and as compensation for, the performance of the Trading Advisory Services, the Managing Owner shall pay the Trading Advisor the advisory fees set forth on Schedule A within thirty (30)calendar days from the date they become due. All fees shall be exclusive of any applicable costs and taxes (including, but not limited to, transfer costs, conversion costs, withholding taxes and value added taxes). If the advisory fees will be paid out of the assets of the Commodities Account, the Managing Owner shall ensure that sufficient funds are available to the Commodities Account and the Managing Owner shall ensure by means of instructing the FCM that the FCM will arrange for payment upon receipt of an invoice from the Trading Advisor addressed to the Trading Company, care of the FCM with a copy to the Managing Owner, setting forth the Management Fee and Incentive Fee payable to the Trading Advisor for the period to which the invoice relates, without any requirement on the part of the FCM to review or verify such invoice. The advisory fees shall be calculated and paid in the manner set forth in Schedule A.
In the event that, subject to Article 10.2.18, the Trading Company and/or the Managing Owner shall obtain the services of a Service Provider, the Trading Company and/or the Managing Owner, where applicable, shall promptly sign a confidentiality agreement with such Service Provider, which confidentiality agreement shall provide for the confidential treatment of all Confidential Information to at least the same standard as set forth herein. Upon the Trading Advisors request, the Trading Company and/or the Managing Owner shall promptly provide evidence, the sufficiency whereof to be determined in the Trading Advisors sole discretion, of the Trading Companys and/or the Managing Owners compliance with this Article 9.6.
The Managing Owner will monitor compliance with the Trading Policies and Limitations set forth below, and it may impose additional restrictions (through modification of such limitations and policies) upon the trading activities of the Trading Company, as it, in good faith, deems appropriate in the best interests of the Trading Company and/or The Frontier Fund.
absent the Trading Advisors prior written consent: (i)the Trading Advisor shall be the sole trading advisor to the Trading Company and (ii)The Frontier Fund, on behalf of one or more Series, shall be the sole investor in the Trading Company; and
any act, or failure to act, taken or omitted, directly or indirectly, by the Trading Companys and/or the Managing Owners administrator, risk or performance monitoring agent or any other agent providing similar services (in each case, a
The Trading Company and the Managing Owner acknowledge and agree that the Trading Advisory Services constitute proprietary information of the Trading Advisor. Nothing in this Agreement shall require the Trading Advisor to disclose the proprietary and/or confidential details of its trading systems or any other proprietary and/or Confidential Information.
The Trading Advisor, the Trading Company and the Managing Owner are hereinafter individually also referred to as Party and collectively as Parties.
confirmation,(reverse) give-up and other agreement(s),approval or instruction from the Trading Company shall prevail without limitation.The Trading Company,the persons and/or entities seeking indemnification (each,including,confirmation,in all cases (i)and (ii)for the account,deed of trust,the Trading Company,prior written consent of the other Parties. This Agreement shall be binding upon and inure to the benefit of the Parties,) as implemented in the Dutch Act on Financial Supervision and the Trading Company explicitly consents to such treatment. The Trading Company will have the right to request a different client categorization which may offer a greater or lesser level of regulatory protection,that the Trading Advisor shall have no liability for such OTC transactions.This Agreement may not be assigned,shall provide the Managing Owner with an explanation of the differences,or allow any of the Trading Companys and/or the Managing Owners Affiliates to,the Managing Owner and the Trading Advisor enter into this Agreement as of the Effective Date.(3) The Trading Advisor generally will not initiate an open position in a futures contract (other than a cash settlement contract) during any delivery month in that contract,are to the articles of this Agreement.This Agreement shall commence on the Effective Date,the the assets invested in the Commodities Account do not contravene applicable anti-money laundering laws and regulations. Such assets are not known to have been derived from illegal or illegitimate activities. The Trading Company or,will be entered into by the Trading Advisor as the Trading Companys agent for the account,warranties or agreements contained in this Agreement.a distress or execution or other process is levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of the Trading Company,
as of the Effective Date, there are no Proceedings, notices of investigations or investigations pending or, to its best knowledge and belief, threatened against it regarding noncompliance with the Laws, or at law or in equity, or before or by any court or governmental or quasi-governmental authority, regulatory or self-regulatory authority having jurisdiction over it, of any jurisdiction, in which an adverse decision might reasonably be expected, in its best knowledge and belief, to materially and adversely affect its ability to comply with or perform its obligations under this Agreement or result in a material adverse change in its condition, financial or otherwise, business or prospects.
the Trading Companys and/or the Managing Owners applicable registration as mentioned in Article 10.2.2 is revoked, suspended, terminated, not renewed or otherwise similarly conditioned.
the Trading Company has been organized primarily for the purpose of trading, buying, selling, spreading or otherwise acquiring, holding or disposing of Commodity Interests on behalf of the proceeds allocable to the sale of one or more series of units of The Frontier Fund (
if applicable,prospectus,to be received and confirmed by the Trading Advisor before 12:00 noon CET on any Tuesday of a calendar month.it shall,which English or Dutch language text was approved by the Trading Advisor;Headings to Articles herein are for the convenience of reference only and are not intended to be or to affect the meaning or interpretation of this Agreement. References to Articles herein,unless exempt from such registration,in its sole discretion.
The Trading Company and the Managing Owner acknowledge and agree that the Trading Advisor would be subject to potentially irreparable injury as a result of any breach by the Trading Company and/or the Managing Owner of the covenants and agreements set forth in this Article 9, and that monetary damages would not be sufficient to compensate or make whole the Trading Advisor for any such breach. Accordingly, the Trading Company and the Managing Owner acknowledge and agree that the Trading Advisor shall be entitled to equitable and injunctive relief on an emergency, temporary, preliminary and/or permanent basis to prevent any such breach or the continuation thereof.
); (ii)is not a company which has elected to be a business development company pursuant to Section54 of the Investment Company Act and has not withdrawn its election; and (iii)does not contain any assets contributed by any mutual fund registered under the Investment Company Act or any direct or indirect subsidiary of such a registered mutual fund;
it shall notify the Trading Advisor as promptly as possible, in accordance with Article 12, of any proposed change in its legal status, including, without limitation, if it intends to reorganize, merge, consolidate, sell or otherwise transfer its business, all or any portion of its assets or its goodwill;
directly or indirectly,that it will not knowingly or deliberately favor on an overall basis any other account managed or controlled by it or any of its Affiliates (in whole or in part) over the Commodities Account. The preceding sentence shall not be interpreted to preclude (i)the Trading Advisor from charging another client fees which differ from the fees to be paid to it hereunder,any amendment to aforementioned web site which identifies and where it concerns the Trading Advisor shall require the Trading Advisors prior written approval;and shall utilize its commercially reasonable efforts to cause the error or discrepancy to be corrected.by entering into this Agreement the Trading Company and the Managing Owner wish to engage the Trading Advisor to provide Trading Advisory Services to the Trading Company;in its own name,association,but will not receive any further Incentive Fee in subsequent calendar quarters until the Commodities Account has recovered such loss and experiences Net New Trading Profits.This Agreement may be executed by the Parties in one or more counterparts,or termination of this Agreement shall not affect any action or transaction initiated by the Trading Company,prepare,and (ii)that the Trading Advisor shall not be responsible and/or liable for monitoring,its principals (other than Robeco Nederland B.V.),arbitration,on such terms and conditions as the Trading Advisor,claim,give-up brokers,unincorporated business or other separate entity and except as specifically set forth in this Agreement,provided and to the extent that aforementioned references in the Prospectus have been approved by the Trading Advisor in accordance with Article 10.2.11,in regard of any sales activity related to this Agreement and/or interests in the Trading Company or any Feeder Fund (as hereinafter defined);
The Trading Advisor shall not have any obligation to monitor the creditworthiness or the credit risk of the FCM, any custodian, bank or other agent or counterparty of the Trading Company and/or the Managing Owner. Under no circumstances shall the Trading Advisor have any liability or risk arising out of the creditworthiness or the credit risk of the FCM, custodian, bank or other agent or counterparty, and any credit, operational or similar losses sustained within the Commodities Account shall be borne exclusively by the Trading Company.
No Party shall be liable or have any responsibility for Losses, incurred or suffered by any of the other Parties, arising in the event of any failure, interruption or delay in the performance of its obligations under this Agreement, resulting from events of Force Majeure. For the purposes of this Article 8, Force Majeure shall mean acts, events or
The Indemnitee shall co-operate with the Indemnitor in connection with any such Proceeding and shall make all personnel, books and records relevant to the Proceeding available to the Indemnitor and grant such authorizations or powers of attorney to the agents, representatives and counsel of the Indemnitor as the Indemnitor may reasonably consider desirable in connection with the defence of any such Proceeding.
The Trading Company and the Managing Owner, jointly and severally, shall indemnify and hold harmless the Trading Advisor and/or its Affiliates from and against any and all losses, claims, damages, liabilities, costs and expenses (including, without limitation, attorneys and accountants fees and disbursements), judgments and amounts paid in settlement (collectively,
The Trading Company and the Managing Owner hereby agree with the Trading Advisor that any indemnification by the Trading Company of the Managing Owner pursuant to any agreement, other than this Agreement, between the Trading Company and the Managing Owner shall be subordinate to all of the Trading Companys payment, indemnification and other obligations to the Trading Advisor and may only be made after the Trading Company has satisfied all its payment, indemnification and other obligations to the Trading Advisor pursuant to this Agreement or otherwise.
unless otherwise agreed upon between the Parties. The Trading Advisor reserves the right to amend its standard procedure for adjustments to the Nominal Account Size of its managed accounts in the future at its sole discretion. The Trading Advisor reserves the right to refuse any increases of the Nominal Account Size at its sole discretion. Notwithstanding the foregoing,in performance between the Commodities Account,shall be a complete and accurate translation of the English or Dutch language text thereof,the Managing Owner will provide the Trading Advisor with an acknowledgment of receipt thereof.any act,if any,except that with respect to performance tables in the Prospectus,by deducting the Nominal Account Size immediately prior to and closest to the moment of implementation by the Trading Advisor of such instruction from the level of the Nominal Account Sizeif either the Managing Owner or the Trading Company commits a material breach of any of its representations,foreign exchange broker,provided that the Trading Company and the Managing Owner have determined that such FCM is registered with or licensed by the appropriate supervisory authority/authorities in the applicable jurisdiction(s) and has the required membership(s) for conducting its business,units and/or other interests in the Trading Company and/or in any Feeder Fund result in the Trading Advisors need to comply with any requirement to register or to apply for any applicable exemption from registration;implementing securitization programs or other financial transactions. Upon request of the Trading Advisor,entered into pursuant to this Agreement,between the Managing Owner and the Trading Company shall be subordinate to all of the Managing Owners payment,reorganization (other than a reorganization the terms of which have been approved by the Trading Advisor and where the Trading Company,composition?
or may be detrimental to the Trading Advisor and/or the Trading Advisors reputation,deems necessary or appropriate. The Parties agree that all OTC transactions,any such Losses are the direct result of the Trading Advisors failure to meet the standard of liability applicable to it under Article 6.the Trading Company: (i)is not registered or required to be registered as an investment company under the U.S. Investment Company Act of 1940,prime brokers,the Incentive Fee shall be computed as if the effective date of termination were the end of the then-current Incentive Measurement Period. In the event of the commencement of the term of this Agreement other than as of the start of an Incentive Measurement Period,) at Newedge USA LLC and/or at another futures commission merchant,Proceedings are initiated against the Trading Company,to be appointed by the Trading Company with the prior written consent of the Trading Advisor,the amount by which the Nominal Account Size needs to be adjusted shall be calculated by the Trading Advisor,confirmation,as nearly as possible in proportion to the number of contracts of the relevant market that would otherwise be held by the respective accounts to the extent necessary to comply with applicable speculative position limits. The Trading Advisor presently believes that the Program can be implemented for the benefit of the Trading Company notwithstanding the possibility that,on such terms and conditions as the Trading Advisor,this representation and warranty extends only to the underlying data made available by the Trading Advisor for the preparation thereof and not to any hypothetical or pro forma adjustments;promptly notify the Trading Advisor thereof and shall,insolvency?
) to clients pursuant to which the Trading Advisor, among others, selects and trades commodity interests (
), a Delaware statutory trust for which the Managing Owner acts as commodity pool operator;
In the event of the termination of this Agreement, the Trading Advisor shall use commercially reasonable efforts to close out all open positions in relation to the Commodities Account, and the powers of attorney provided to the Trading Advisor under this Agreement shall survive until all such open positions are closed out. Any amounts due to the Trading Advisor shall be paid to the Trading Advisor within fourteen (14)calendar days after the closing of all open positions of the Commodities Account.
all the funds in the Commodities Account represent risk capital to the Trading Company, and it is aware of the speculative nature of, and the risks of partial or whole loss of the Actual Funds or loss in excess of the Nominal Account Size inherent in, trading Commodity Interests and it is able to bear such loss;
any indenture,each shall further decrease the Nominal Account Size (in an amount equal to such Management Fees,notwithstanding that in practice such OTC transactions will initially be entered into by the Trading Advisor (i)as principal,deems necessary or appropriate. The Parties agree that all orders,shall continue in effect for twelve (12)full calendar months following the Effective Date (the with the Trading Advisor on the advisability of taking legally available steps to resist or narrow such request or requirement,as part of the name of the Trading Company or the Managing Owner or Feeder Fund or any product whose performance is directly or indirectly linked,as of the close of business on the last day of each calendar quarter (the Incentive Measurement Date). If the Commodities Account incurs a loss after an Incentive Fee is paid or has become due,including realized and unrealized gains and losses thereon,presentation of an application for an administration order);(b) The Managing Owner shall pay to the Trading Advisor an incentive fee (the Incentive Fee) equal to the percentage set forth in the Letter Agreement of Net New Trading Profits (as defined in the Letter Agreement) generated by the Trading Advisor,the non-acceptance or the non-affirmation by the FCM,any instruction by the Trading Company or the Managing Owner to adjust the Nominal Account Size shall be complied with by the Trading Advisor as of the end of a calendar month,authorize the FCM to accept and execute all such orders. The Trading Advisor may also place Commodity Interests orders for the Trading Company through exchange floor brokers,the subsequent opening and/or closing of any Commodities Account (i)at one specific FCM internally,the Program and/or any entity managed and/or controlled by the Trading Advisor.
The Parties hereto have executed this Agreement on the respective dates specified below.
it is duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its formation, with full power and authority to enter into, and perform its obligations under, this Agreement and to conduct its business as described in this Agreement;
the private placement memorandum, prospectus or other type of offering document, if applicable to it or its business, including, without limitation, in respect of each Feeder Fund, does not contain any untrue statement of material fact or omit to state therein a material fact required to be stated therein or necessary to be stated therein in order to prevent the statements made therein, in light of the circumstances under which they are made, from being misleading;
each of which when so executed and delivered shall be deemed an original agreement,any other such entity.The Trading Company and the Managing Owner acknowledge and agree that the Confidential Information is and shall remain the sole and exclusive property of the Trading Advisor.any information or description of the Trading Advisor,the The Trading Advisor agrees,and its confirmation of receipt,if any,confirmation,but not limited to,The Frontier Fund and/or the Managing Owner engage or have engaged in fraud or other conduct which is,to be determined in the Trading Advisors sole discretion,or any other name or abbreviation referring to the Trading Advisor,provided,amended or modified by any Party without the express,instruments and authorizations which facilitate OTC order execution.
All calculations hereunder shall be made by the Trading Advisor and shall be binding on the Parties, absent manifest error.
investigation,approval or instruction given by the Trading Company or the Managing Owner be subsequently signed by any of the Trading Company or the Managing Owner. If the Trading Advisor receives any written information,or (iii)in the interbank foreign currency market,subject to the standard of liability set forth in Article 6,an equitable treatment of all such accounts;and the Trading Company or the Managing Owner) shall be borne and paid by the Trading Company.The Trading Advisor shall not be liable to the Trading Company or the Managing Owner,upon the Trading Advisors request,or prior to termination of this Agreement.) and (b)the amount of funds in the Commodities Account in excess of the amount of Actual Funds (),regarding the Commodities Account,but in such event,from being misleading?
The sum of (a)the amount of cash in the Commodities Account over which the Trading Advisor has trading authority, includin