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INVESTMENT ADVISORY AGREEMENT AND DISCRETIONARY TRADING AUTHORIZATION BETWEEN WELTON INVESTMENT CORPORATION AND ADF TRADING COMPANY I, LLC

Consulting Services Agreement

INVESTMENT ADVISORY AGREEMENT AND DISCRETIONARY TRADING AUTHORIZATION
BETWEEN WELTON INVESTMENT CORPORATION AND ADF TRADING COMPANY I, LLC | Document Parties: ASPEN DIVERSIFIED FUND LLC | ADF TRADING COMPANY I, LLC | WELTON INVESTMENT CORPORATION You are currently viewing:
This Consulting Services Agreement involves

ASPEN DIVERSIFIED FUND LLC | ADF TRADING COMPANY I, LLC | WELTON INVESTMENT CORPORATION

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Title: INVESTMENT ADVISORY AGREEMENT AND DISCRETIONARY TRADING AUTHORIZATION BETWEEN WELTON INVESTMENT CORPORATION AND ADF TRADING COMPANY I, LLC
Governing Law: California     Date: 6/2/2009

INVESTMENT ADVISORY AGREEMENT AND DISCRETIONARY TRADING AUTHORIZATION
BETWEEN WELTON INVESTMENT CORPORATION AND ADF TRADING COMPANY I, LLC, Parties: aspen diversified fund llc , adf trading company i  llc , welton investment corporation
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Exhibit 10.1

 

CONFIDENTIAL TREATMENT REQUESTED.
Confidential portions of this document have been redacted and have been separately filed with the Commission.

 

 

INVESTMENT ADVISORY AGREEMENT AND DISCRETIONARY TRADING AUTHORIZATION
BETWEEN WELTON INVESTMENT CORPORATION AND ADF TRADING COMPANY I, LLC
DATED DECEMBER 1, 2008

 

 

THIS AGREEMENT FOR ADVISORY SERVICES is made and entered into this 1st day of December, 2008, between WELTON INVESTMENT CORPORATION, hereinafter referred to as the “Advisor,” and ADF Trading Company I, LLC , hereinafter referred to as the “Client.”  IT IS MUTUALLY AGREED:

 

1)

This agreement is for the GLOBAL DIRECTIONAL PORTFOLIO as described in the Welton Global Directional Portfolio Account Document (“Account Document”).

 

2)

The Client acknowledges that the nominal trading size shall be [*] and the amount of [*] shall be initially deposited with UBS, the Clearing Broker, or legally committed through a Letter of Commitment. If the account is to be partially-funded, the difference between the nominal trading size and the actual funds committed to the account shall be [*] in notional funds. The initial deposit, all subsequent deposits to and withdrawals from the account, and all transactions effected in the account shall be subject to this agreement. If the Client owns more than one account that is managed by the Advisor, each such account shall be subject to this agreement.

 

3)

The account’s level of trading, risk, and management fees, if any, will be based on total Account Equity. Account Equity shall be defined as the account’s total assets less total liabilities and includes any realized profits, losses, or income from investment activity, and will include the sum of all cash, U.S. Treasury bills, if any, at their cost, other interest-bearing obligations, if any, at their cost, the capital committed and/or promised but not actually deposited in the Client’s account, and the current market value of all open positions less brokerage commissions and transaction fees that would be payable with respect to the closing of all open positions.

 

4)

The Client authorizes the Advisor in accordance with the investment program as described in the Account Document to cause, in the Advisor’s complete discretion without prior consultation and notice to the Client, domestic and foreign futures and options contracts transactions, and/or cash currencies (foreign exchange) to be bought, sold, or spread, and to buy and sell obligations of, or guaranteed by, the United States for the account and sole risk of the Client. The Client appoints the Advisor as its exclusive attorney-in-fact for such purpose, with full power and authority to act for the Client and on the Client’s behalf in directing such trading and taking any other actions necessary or appropriate to carry out such authority, except that the Advisor shall not have any authority to withdraw any funds, securities or other property from the account except as specifically authorized by the Client for the payment of advisory fees from the account when due. The Client will not trade this account and will not authorize any other party to trade this account.

 

5)

The Advisor shall have full authority to transmit orders directly to the Clearing Broker or to an Executing Broker of the Advisor’s choice and at the Advisor’s discretion, and the Clearing Broker or Executing Broker is authorized to accept and execute all such orders. The Client authorizes the Advisor, in the Advisor’s discretion, to place orders for the Client’s account with one or more brokers (Executing Broker) other than the Clearing Broker and to use the Exchange for Physical (EFP) mechanism when it is deemed by the Advisor to be advantageous. The Client hereby appoints the Advisor as its attorney-in-fact to execute on the Client’s behalf the Uniform Brokerage Service Execution (Give-Up) Agreement or any other give-up agreement that the Advisor, in its discretion, determines to be substantially similar. The Client acknowledges that the Clearing Broker will bill him for reasonable and customary “give-up” fees charged by the Executing Broker. This power-of-attorney is a continuing power and shall remain in full force and effect until terminated by the Client in writing pursuant to Section 10 hereof, but any such termination shall not effect any transaction initiated prior to the receipt of such notice of termination.

 

____________________

* Confidential material redacted and filed separately with the Commission.

 

 

Exhibit 10.1

-1-


 

 

 

6)

The Advisor shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Client in any capacity other than as set forth herein.

 

7)

The Advisor will manage the account pursuant to its trading and portfolio management strategies, as selected by the Client and as described in its Account Document and as may be modified from time to time.

 

8)

The Client represents and warrants to the Advisor that the Client is of legal age to be bound by this contract; that the funds are invested for speculation and that the amount of his investment in initial account equity does not constitute funds required for daily living or business expenses; that the Client has knowledge and experience in financial and business matters and is aware of the various risks involved in futures, options and foreign exchange trading, including the possibility of a loss of a portion or in excess of his investment; that the Advisor cannot give any assurances as to the potential extent of the Client’s loss, and that the Client is able to assume the risks of such an investment; that the account will be for the Client’s interest only; that this Agreement may be terminated at any time pursuant to Section 10 hereof; that the Client has received, read, and understands the Advisor’s Account Document; that he, and not the Advisor, is responsible for all margin deposits, brokerage commissions, and other costs and expenses charged by the Clearing Broker and/or Executing Broker; that the Client understands that neither the Advisor nor anyone else can guarantee that the account will be profitable; that the Client has entered into this Agreement solely on the basis of information in the Account Document and has not relied on any representations of the Clearing Broker or other person not appearing in the Account Document; that to the extent the Client is utilizing “Notional Funds,” the Client understands the ramifications thereof, including the effects on trading leverage and management fees to be paid.

 

9)

The Advisor and its principals, employees and agents shall not be liable to the Client for any actions of the Advisor if the Advisor acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Client and if such actions did not constitute gross negligence or willful misconduct.

 

 

The Client will indemnify, hold harmless and defend the Advisor and its principals, employees and agents from and against any liability, loss, cost or expense (including attorneys’, accountants’ and auditors’ fees) to which any of them may become subject: in acting in accordance with or in enforcing this agreement; in connection with any transaction for the Client’s account; as a result of any failure of the Client to pay any fees due to the Advisor or the Advisor’s investigating or defending any liability, loss, cost or expense covered by this indemnity.

 

10)

This Agreement is a continuing one and shall remain in effect until terminated, except that the Agreement shall automatically terminate upon written notice to Advisor of the death, legal disability or bankruptcy of the Client. Notice in such instance shall be deemed given on the close of business on the day such notice is actually received by the Advisor. Either party may otherwise terminate this Agreement by giving the other party two business days prior written notice.

 

 

As so


 
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