During the initial offering period, the selling agents will offer the Global Trend Fund Units at a price of $1,000 per unit of Units of each Class
EX-1.2 3 w78140aexv1w2.htm EXHIBIT 1.2 exv1w2
Exhibit 1.2
PUBLIC FUND SERVICE AGREEMENT
This Agreement made as of INSERT DATE] by and among the Fund(s) identified in Exhibits A and/or B to this Agreement (the Funds) and Campbell & Company, Inc., solely in its capacity as General Partner of the Fund(s), as applicable (General Partner), and , a corporation (the Service Provider).
W I T N E S S E T H:
WHEREAS, the General Partner has caused the Fund(s) to be organized to engage in speculative trading of commodity futures contracts, options thereon, and other commodity interests and to file a registration statement on Form S-1 with the Securities and Exchange Commission (the SEC) pursuant to the Securities Act of 1933 (the Securities Act) and the rules and regulations adopted by the SEC thereunder, as amended to the date hereof (the Rules); the term Final Amendment means the amendment to such applicable registration statement which has been submitted by the Fund(s) to the SEC to permit such applicable registration statement to become effective; the date on which the applicable registration statement becomes effective being hereinafter referred to as the Effective Date; the term Registration Statement means such applicable registration statement in the form in which it becomes effective; the term Prospectus means the applicable prospectus included in the Registration Statement (and each subsequent Registration Statement), substantially in the form, heretofore submitted to, and not reasonably objected to by, the Service Provider, or the General Partner; and the term preliminary prospectus means any applicable preliminary prospectus (as described in Rule 433 under the Securities Act) included at any time in the applicable registration statement prior to its becoming effective with the SEC.
WHEREAS, the Fund(s) propose(s) to issue and sell to the public its interests (Units) as described in the Prospectus; and
WHEREAS, the Service Provider has agreed to provide various services to certain investors of the Fund(s);
NOW, THEREFORE, the parties hereto agree as follows:
1. Services to be Provided:
Service Provider shall provide the following services to the owners of the Units (designated on Exhibits A and B of this Agreement) as to which the services will be provided: (a) inquiring of the General Partner at the request of the a Fund investor as to the Net Asset Value of a Unit; (b) inquiring of the General Partner from time to time, at the request of a Fund investor, regarding the commodities markets and the Fund(s) performance; (c) assisting, as requested, in the redemption of Units owned by the Fund investors; (d) providing such other services to the Fund investors as are, from time to time, reasonably requested; and (e) informing by letter all of the Fund investors to whom services will be provided the identity of the Service Provider, the services available and the means of accessing such services. The Service Provider also will use its best efforts to ensure that any of its associated person to whom compensation is passed on pursuant to this section will cooperate in providing the services specified in clauses (a) through (e) above for so long as such associated person continues in the employment of the Service Provider.
The Fund(s) hereby authorize(s) the Service Provider to distribute the Prospectus and any amendments or supplements thereto in accordance with the terms of this Agreement.
2. Compensation
In consideration of the provision by the Service Provider of the services specified in Section 1 above, the General Partner will pay the Service Provider compensation as described in the applicable Prospectus and Exhibits, subject to the requirements therein. The details and requirements of Exhibits A and/or B are incorporated herein, as applicable.
3. Undertaking of Service Provider
The Service Provider will provide the services set forth in Section 1 above. In doing so, the Service Provider represents, warrants and agrees that it will comply fully with all applicable laws and the rules of the CFTC, NFA, FINRA (including NASD Conduct Rules), the SEC, the securities or Blue Sky administrators of the several states and various other jurisdictions and any other applicable regulatory body.
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4. Blue Sky Filings
The Fund(s) agree(s) to prepare, execute, file and amend, as necessary, all applications for registration of the Units and of itself as a dealer in securities, consents to service of process, reports of sale of Units and similar Blue Sky qualification, registration and exemption documents and to take such other actions which may be necessary or advisable, in the opinion of the General Partner or its counsel, in order to qualify the Units for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States of America as the General Partner may reasonably request; provided, that in no event shall the Fund(s) be obligated to (i) take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Units, or taxes in any jurisdiction where it is not now so subject or (ii) offer in any jurisdiction that would require a change any term in the Registration Statement, as the same may be supplemented or amended.
The Service Provider is responsible for compliance with all applicable laws, rules and regulations with respect to its acting as such in connection with sales of Units in any jurisdiction.
5. Closing Date
Subject to the General Partners right to terminate the offering at any time and subject to the conditions and requirements stated in the Prospectus and herein, there shall be a closing on the last business day of each month (or such time period as may be set forth in the Prospectus) during the Continuing Offering Period (the Closing Date). Such closing shall be held at the offices of the General Partner (or other location as selected by the General Partner), and shall provide for payment of the aggregate purchase or redemption price for the Units to the Fund(s) in compliance with Section 9 hereof.
6. Reports for Service Provider
The Fund(s) agree(s) that so long as any of the Units are outstanding, it will, at the Fund(s) expense, deliver to the Service Provider upon request all financial statements and other periodic and special reports distributed generally to the fund investors or required to be delivered to the fund investors or filed with the SEC or the CFTC under the fund formation documents or any federal statute, rule or regulation relating to securities, commodities or commodity futures.
7. Agreements of the Fund(s) and the General Partner
The Fund(s) and the General Partner jointly and severally agree as follows:
(a) Promptly to file amendments to such registration statement which have been submitted by the Fund(s) to the SEC to permit such registration statement to become effective (Final Amendment) and the Prospectus with the SEC, but not to file any amendment or supplement to the Registration Statement or Prospectus, except such as counsel for the General Partner shall deem advisable in order to assure compliance with applicable laws.
(b) To advise the Service Provider (i) of the issuance by the SEC, CFTC or any other federal or state regulatory body of any stop order suspending the effectiveness of the Registration Statement under the Securities Act, the CFTC registration or NFA membership of the General Partner as a commodity pool operator or the registration of Units under the Blue Sky or securities laws of any state or other jurisdiction or any order or decree enjoining the offering or the use of the then current Prospectus or of the institution, or notice of the intended institution, of any action or proceeding for that purpose and (ii) the receipt by the Fund(s) or any representative or attorney of the Fund(s) of any other material communication from the SEC, CFTC, NFA or any Blue Sky or securities law administrator relating to the Fund(s), the Registration Statement(s), any preliminary prospectus or the Prospectus, as it may be amended or supplemented. The Fund(s) will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement(s) under the Securities Act or the registration of Units under the laws of the several states and various other jurisdictions or enjoining the offering and, if any such order is issued, to obtain as soon as possible the withdrawal thereof; provided, that in no event shall the Fund(s) be obligated to (i) take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Units, or taxes in any jurisdiction where it is not now so subject or (ii) change any term in the Registration Statement, as the same may be amended or supplemented.
(c) To deliver to the Service Provider, without charge, as many conformed copies of the registration statement as originally filed and of the Registration Statement and each amendment or supplement thereto (including all exhibits filed with, or incorporated by reference in, any such document) as the Service Provider may reasonably request.
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(d) During the Continuing Offering Period to deliver, without charge, to the Service Provider, at such office or offices within the United States of America as the Service Provider may reasonably designate, as many copies of the Prospectus, as amended or supplemented, as the Service Provider may reasonably request.
8. Amendment of the Registration Statement and Prospectus
The Fund(s) agree(s), at the expense of the Fund(s), to amend the Registration Statement and Prospectus or to supplement the Prospectus if, at any time after the Effective Date and prior to each Closing, (i) such amendment or supplement is necessary to comply with the Securities Act, the Commodity Exchange Act (the Commodity Act), the securities or Blue Sky laws of any jurisdiction or the rules or regulations promulgated under such Acts or laws, is necessary to comply with any NFA deficiency notices or is necessary to correct any material untrue statement in the Prospectus or Registration Statement or to eliminate any material omission therein or any omission therein which renders any of the statements therein materially misleading, or (ii) the Service Provider advises the Fund(s) that, in its opinion and that of its counsel, such amendment or supplement is necessary to comply with such Acts or laws or the rules or regulations promulgated thereunder, to comply with any such deficiency notice or to correct any such material untrue statement or to eliminate any such omission. The General Partner agrees to notify the Fund(s), the Service Provider and the Service Provider agrees to notify the General Partner and the Fund(s), immediately (y) upon discovery of any untrue or misleading statements or omissions in the Prospectus or Registration Statement concerning such party and (z) of the occurrence of any event or change in circumstances which would result in there being any untrue or misleading statement or omission in the Prospectus or Registration Statement, in each case relating to the General Partner or the Service Provider respectively. The representations, warranties and indemnifications of all parties hereto contained herein relating to the Registration Statement and Prospectus shall attach to any such amendment or supplement.
9. Representations and Warranties
(a) The General Partner, on behalf of the Fund(s), represents and warrants to the Service Provider that:
(i) The Funds are duly organized and validly existing as limited partnerships under the laws of the State of Delaware, and have full power and authority under the applicable formation documents to conduct its business to be conducted as described in the Registration Statement and Prospectus and to issue, sell and deliver the Units.
(ii) The Units, when issued and sold pursuant to the terms hereof and of the Registration Statement, Prospectus and Subscription Agreements, will be validly issued, fully paid and not subject to further call or assessment.
(iii) Per the Limited Partnership Agreement, as amended, the General Partner shall act as trading advisor to the fund. The Limited Partnership Agreement, , the Escrow Agreement and this Agreement have each been duly and validly authorized, executed and delivered by the General Partner on behalf of the Fund(s) and each is, assuming that it has been duly and validly authorized, executed and delivered by the other parties thereto (other than the General Partner), a valid and binding agreement of the Fund(s), except insofar as bankruptcy, moratorium or other similar laws may be applicable and except that the exculpation, indemnification and contribution provisions of such agreements may be limited by applicable law and enforcement of any specific terms or remedies may be unavailable.
(iv) The Funds have all federal and state governmental and regulatory approvals and licenses, and are maintaining on a current basis all filings and registrations with federal and state governmental and regulatory agencies, required to conduct its business to be conducted, all as described in the Registration Statement and Prospectus.
(v) On the Effective Date and the date on which the Prospectus is first filed with the SEC pursuant to Rule 424(b), the Registration Statement and the Prospectus (or when any post-effective amendment to the Registration Statement becomes effective or any supplement to the Prospectus is filed with the SEC, the Registration Statement, as amended, and the Prospectus, as amended or supplemented) will comply fully in all material respects with the requirements of the Securities Act and the Rules and the Commodity Act and the published rules of the CFTC thereunder, and will accurately describe the proposed operation of the Fund(s); and each of the Registration Statement, as it may be amended, the Prospectus, as it may be amended or supplemented, or any promotional brochure or other marketing materials prepared, or approved in writing, by the General Partner (collectively, Promotional Material) promulgated under the Securities Act, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Prospectus, as it may be amended or supplemented, in the light of the circumstances under which such statements were made).
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(b) The General Partner represents and warrants to the Fund(s) and the Service Provider that:
(i) It is a corporation duly organized and validly existing in good standing under the laws of the State of Maryland has full corporate power to performs its obligations and enter into the transactions described in the Registration Statement and Prospectus, as the same may be amended or supplemented. All the present principals of the General Partner are identified as such in the Registration Statement and Prospectus.
(ii) It has all federal and state governmental and regulatory, and to the best of its knowledge, commodity exchange licenses and approvals, and is maintaining on a current basis all filings and registrations with federal and state governmental and regulatory agencies, required to act as described in the Registration Statement and Prospectus (including, without limitation, registration as a commodity pool operator under the Commodity Act and membership as a commodity pool operator in NFA), and the performance of such actions will not violate or result in a breach of any provision of the Articles of Incorporation, by-laws or any agreement, instrument, order, law or regulation binding upon it.
(iii) The formation documents and this Agreement have each been duly and validly authorized, executed and delivered on behalf of the General Partner and each is, assuming that it has been duly and validly authorized, executed and delivered by the other parties thereto (other than the Fund(s)), a valid and binding agreement of the General Partner except insofar as bankruptcy, moratorium or other similar laws may be applicable, and except that the exculpation, indemnification and contribution provisions of such agreements may be limited by applicable law and enforcement of any specific terms or remedies may be unavailable.
(iv) All references to the General Partner and its principals in the Registration Statement and the Prospectus are accurate and complete in all material respects, set forth in all material respects the information required to be disclosed to prospective investors under the Commodity Act and the rules and regulations thereunder and, as to the General Partner and its principals, the Registration Statement and Prospectus do not contain any misleading or untrue statement of a material fact or omit to state a material fact which is required to be stated therein or necessary to make the statements therein not misleading (in the case of the Prospectus, in the light of the circumstances under which such statements were made).
(v) The balance sheet of the General Partner and the notes thereto included in the Registration Statement present fairly the financial position of the General Partner as of the date thereof, in conformity or (in the case of any unaudited balance sheet) in substantial conformity with generally accepted accounting principles. Since the date of the most recent such balance sheet, there have been no changes in the financial condition of the General Partner, other than changes which, in the aggregate, are not materially adverse or which are disclosed in the Prospectus, and since such date there have been no changes in the business of the General Partner which are material in the context of the offering of the Units.
(c) The Service Provider represents and warrants to the Fund(s) and the General Partner that:
(i) The Service Provider is a corporation duly organized and validly existing and in good standing under the laws of the state of its incorporation, is a member in good standing of FINRA and has full power and authority to act as Service Provider in the manner contemplated by this Agreement and as described in the Registration Statement and the Prospectus. The Service Provider is in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially adversely affect the Service Providers ability to perform its obligations hereunder.
(ii) The Service Provider is in good standing and in compliance with all applicable broker-dealer registration requirements in the places where the Units will be serviced by the Service Provider.
(iii) Any use or distribution of the Registration Statement, the Prospectus or any related preliminary prospectus by the Service Provider will comply with the terms and conditions set forth in the Prospectus and with the Securities Act, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated under all such Acts and all such laws, and all applicable rules and regulations of FINRA and all other self-regulatory organizations. In particular, and not by way of limitation, the Service Provider represents and warrants that it is aware of FINRA Rule 2310 and that it will comply fully with all the terms thereof in connection with the service of the Units. The Service Provider represents and warrants that it has a reasonable basis for believing that all the representations made by the subscriber in any documents provided to the Fund(s), including the legal authority to enter into the document and the legal authority of the individual executing the document are true and correct.
(iv) The Service Provider understands and agrees that, pursuant to the Fund(s) and Campbells reliance upon the Service Providers representations in subsection (iii), above, the Fund(s) and Campbell will not require, review or accept backup, legal documentation relating to subscriber(s), including but not limited to trust agreements, partnership agreements,
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corporate authorizations or other constituent documents, unless it may be required for anti-money laundering purposes, as discussed below.
(v) The Service Provider and its representatives have all required federal and state governmental and regulatory approvals and licenses and have effected all filings and registrations with federal and state governmental and regulatory agencies required to conduct its business and to perform their obligations under this Agreement and to act as described in the Registration Statement and the Prospectus. The performance of the obligations of the Service Provider under this Agreement and its acting as described in the Registration Statement and the Prospectus will not violate or result in a breach of any provisions of its Articles of Incorporation or by-laws or any agreement, instrument, order, law or regulation binding upon it.
(vi) The Service Provider is aware of the requirements of the USA PATRIOT Act, the regulations administered by the U.S. Department of Treasurys Office of Foreign Assets Control, and other applicable U.S. federal or non-U.S. anti-money laundering laws and regulations (collectively, the anti-money laundering/OFAC laws). As a registered U.S. broker-dealer required to have in place a Customer Identification Program as well as an anti-money laundering program meeting the requirements of Section 352 of the USA PATRIOT Act, the Service Provider has adopted and has in place anti-money laundering policies and procedures reasonably designed to guard against money laundering activities set out in such program. Such policies and procedures are properly enforced and are consistent with the anti-money laundering/OFAC laws. The Service Provider has taken all reasonable steps to assure itself that, and represents that to the best of its knowledge, Fund investors serviced by Service Provider are not individuals, entities or countries that may subject the Fund(s) or the General Partner to criminal or civil violations of any anti-money laundering/OFAC laws. The Service Provider understands that the Fund(s) and General Partner are relying on the Service Provider to perform anti-money laundering requirements with respect to Units serviced and agrees to promptly notify the Fund(s) and the General Partner with respect to any Fund investor serviced by Servicer Provider should the Service Provider become aware that investment in the Fund(s) by such Fund investor would cause a change to the representations and warranties set forth herein. The Service Provider agrees to provide the AML Certification (attached as Exhibit C), or a form acceptable to the General Partner and the Fund(s), upon execution of this Agreement and periodically thereafter.
(vii) This Agreement has been duly and validly authorized, executed and delivered on behalf of the Service Provider, and is, assuming that it has been duly and validly authorized, executed and delivered by the other parties hereto (other than the Service Provider), a valid and binding agreement of the Service Provider and enforceable in accordance with its terms.
10. Closing Requirements
The sale of the Units and the release of the funds shall be subject to the accuracy on and as of the Closing Date of, and compliance on each Closing Date with, the representations and warranties of the General Partner and the Service Provider herein and the performance by the Fund(s), the General Partner and the Service Provider of their obligations hereunder.
The General Partner may terminate this Agreement at any time, in its discretion.
11. Indemnification
(a) The General Partner agrees to indemnify and hold harmless the Service Provider and each person, if any, who controls such person within the meaning of Section 15 of the Securities Act against any and all losses, claims, damages, costs, expenses, liabilities, joint or several (including any investigatory, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), and actions to which they, or any of them, may become subject under the Securities Act, the Securities Exchange Act of 1934, the Commodity Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, costs, expenses, liabilities or actions arise out of or are based upon any untrue statement of a material fact contained in the Registration Statement, the Prospectus or any amendment of supplement thereto, or Promotional Material, or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that in no event shall the indemnification agreement contained in this subsection (a) of Section 10 inure to the benefit of any of the indemnified parties (or any person controlling any such party within the meaning of Section 15 of the Securities Act) on account of any losses, claims, damages, costs, expenses and liabilities arising from the sale of the Units to any person if any such loss, claim, damage or liability arises out of, or is based upon any action or omission of the Service Provider, including a breach of such entitys representations and warranties herein.
(b) The Service Provider agrees to indemnify and hold harmless the Fund(s) and the General Partner, as the case may be, and each person, if any, who controls the Fund(s) and the General Partner, as the case may be, within the meaning of Section 15 of the Securities Act to the same extent as the foregoing indemnity from the General Partner set forth in subsection (a) of this Section 10 (and, in the case of the General Partner, for any indemnity paid by the General Partner pursuant to subsection (a) of
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this Section 10), but only insofar as such losses, claims, damages, costs, expenses, liabilities or actions arise out of or are based upon Service Providers negligence, misconduct or breach of Service Providers representations and warranties herein.
(c) Each of the parties to this Agreement understands that the obligations of each party subject to this Section 10 are separate and distinct. Notwithstanding any other provision of this Section 10, the General Partner shall have no obligation to indemnify the Service Provider for more than the amount of proceeds resulting from the service of Units by the Service Provider during the Continuing Offering Period plus the Service Providers actual expenses incurred in connection with any loss, claim, damage, charge or liability (including reasonable attorneys and accountants fees incurred in defense thereof).
(d) Notwithstanding any other provision of this Agreement, indemnification of the General Partner or its controlling persons by the Fund(s) shall be permitted only to the extent permitted by the formation documents, as amended.
(e) Any party which proposes to assert the right to be indemnified under this Section 10 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against an indemnified party under this Section 10, notify each such indemnifying party of the commencement of such action, suit or proceeding but the omission to notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have to any indemnified party under this Section 10 except to the extent, and only to the extent, that such omission was prejudicial to the indemnifying party. In no event shall any such omission relieve an indemnifying party of any liability which it may have to an indemnified party otherwise than under this Section 10. In case any such action, suit or proceeding shall be brought against any indemnified party, and such party shall notify the indemnifying party of the commencement thereof; the indemnifying party shall be entitled to participate therein, and, if it shall wish, individually or jointly with any other indemnifying party, to assume (or have such other party assume) the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election (or the election of such other party) so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses, other than reasonable costs of investigation requested by the indemnifying party (or such other party), subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment by counsel by such indemnified party has been authorized by the indemnifying party (or such other indemnifying party as may have assumed the defense of the action in question), (ii) the indemnified party shall have reasonably concluded that there may be a conflict of interest between the indemnifying party (or such other party) and the indemnified party in the conduct of the defense of such action (in which case the indemnifying party (or such other party) shall not have the right to direct the defense of such action on behalf of the indemnified party) or (iii) the indemnifying party shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party (subject to possible reimbursement of the indemnifying party by such other party). An indemnifying party shall not be liable for any settlement of any action or claim effected without its written consent. In the case of (ii) above, the indemnifying party (or the indemnifying parties, if an indemnified party shall have a claim for indemnification against more than one indemnifying party) shall not be liable for the expenses of more than one separate counsel for each of the following groups: (x) the Service Provider and any person who controls the Service Provider within the meaning of Section 15 of the Securities Act; and (y) the Fund(s) and the General Partner and any person who controls the Fund(s) and General Partner within the meaning of Section 15 of the Securities Act.
(f) The exculpation provisions of the Advisory Agreement or the formation documents shall not relieve the General Partner or its principals from any liability they may have or incur to the Fund(s) under this Agreement.
(g) No indemnifying party, in the defense of any action, shall, without the written consent of the indemnified party, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term the giving by the claimant or plaintiff to the indemnified party of a release from all liability in respect to such claim or litigation.
12. Fees and Expenses
Subject to reimbursement or partial reimbursement on an installment basis by the Fund(s), as set forth in the Prospectus, the General Partner will pay all costs and expenses relating to (i) the preparation, printing and filing with the SEC, CFTC and NFA of the Registration Statement and (in certain cases) exhibits thereto, the Prospectus and all amendments and supplements to the Registration Statement and the Prospectus, (ii) the furnishing to the Service Providers of copies of the Prospectus, the Registration Statement and all amendments or supplements thereto, and of such other documents required to be furnished to the Service Providers, including costs of shipping and mailing, (iii) the filing requirements of FINRA in connection with its review of the terms and arrangements of the proposed financing, (iv) the fees and disbursements of the Escrow Agent, (v) all fees and disbursements of the Funds accountants and auditors in connection with the financial statements and the performance records contained in the Prospectus and the preparation and delivery of any other documents to be prepared and delivered in connection with the transactions contemplated hereby, (vi) the fees and disbursements of legal counsel in connection with the organization of the Funds with the
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offering of the Units, and (viii) all other organization and offering expenses relating to the Fund(s), including any expenses incurred in any roadshow relating to the offering of the Units and the Service Providers reasonable due diligence expenses, within the guidelines established by FINRA Rule 2310. Each other party shall bear all of its expenses under this Agreement, including fees and disbursements of its counsel.
13. Electronic Document Delivery
The General Partner and the Fund(s) agree to accept delivery of transfer requests, redemption requests, and other documentation from the Service Provider on the following terms:
(a) Service Provider represents that each electronic document image transmitted by the Service Provider is a true and accurate image of the hard copy original of that document;
(b) Service Provider understands that the General Partner and the Fund(s) will rely on the electronic document image from Service Provider to the same extent as if the General Partner and Fund(s) had received a hard copy original of the document;
(c) Service Provider will maintain the hard copy original in its files as required by its own document retention rules and procedures, but for a minimum of 30 days after each transaction, during which time Service Provider agrees to make the hard copy original to the General Partner and Fund(s), if requested; and
(d) Service Provider will deliver each electronic document image to the General Partner and the Fund(s) in a legible and secure form (via a secure transmission medium) acceptable to the General Partner and the Fund(s). Service Provider understands that these electronic document images shall be the General Partner and the Funds originals for books and records purposes.
14. Survival of Covenants; Captions; Successors and Assigns
The indemnification agreements contained in Section 10 hereof, the obligation to settle accounts hereunder and the agreements, representations and warranties herein shall survive (a) the issue and payment for the Units hereunder and (b) any investigation made by any party hereto or by a controlling person of any party hereto, as controlling person is defined in Section 15 of the Securities Act.
All captions used herein are for convenience of reference only, are not a portion of this Agreement and are not to be used in construing or interpreting any aspect of this Agreement.
This Agreement has been and is made solely for the benefit of the Service Provider, the Fund(s) and the General Partner and their respective successors and assigns, and, to the extent expressed herein, for the benefit of persons controlling any of the Service Provider, the Fund(s) and the General Partner and their respective successors and assigns within the meaning of Section 15 of the Securities Act, and no other person, partnership, association or corporation shall acquire or have any right under or by virtue of this Agreement. The term successors and assigns shall not include any purchaser of Units merely because of such purchase.
15. Notices
Any notices under this Agreement shall be in writing (including telegraphic communication) or by telephone, confirmed in writing, all such writings to be sent by first class mail, postage prepaid, addressed to the recipient party at the address previously furnished in writing by such party to each of the other parties hereto. Copies of all notices shall be sent to, Campbell & Company, Inc., 2850 Quarry Lake Drive, Baltimore, Maryland 21209, attn: Thomas P. Lloyd, General Counsel, and Gregory T. Donovan, Chief Financial Officer.
16. Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original agreement, but all of which together shall constitute one and the same instrument.
17. Entire Agreement
This Agreement contains the entire understanding of the parties hereto with respect to the subject matter contained herein.
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18. Governing Law
This Agreement shall be deemed to be made under and construed in accordance with the law of the State of Delaware, without regard to principles of conflicts of laws.
19. Confidentiality
The parties each acknowledge that certain information made available to the other party hereunder may be deemed nonpublic, personal information under the Gramm-Leach-Bliley Act, other federal or state privacy laws (as amended) and the rules and regulations promulgated thereunder (collectively, the Privacy Laws). The parties hereby agree (a) not to disclose or use such information except as required to carry out their respective duties under the Agreement or as otherwise permitted by law in their ordinary course of business, (b) to establish and maintain procedures reasonably designed to assure the security and privacy of all such information and (c) to cooperate with each other and provide reasonable assistance in ensuring compliance with such Privacy Laws to the extent applicable to either or both of the parties.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the day and year first above written.
CAMPBELL & COMPANY, INC. | ||||
By: | ||||
By: | ||||
SERVICE PROVIDER | ||||
By: | ||||
(Sign Name) | ||||
By: | ||||
(Print Name) | ||||
Service Providers Legal Name and Address | ||||||||
ATTN.: | ||||||||
TAX I.D. NO.: | ||||||||
PHONE: | ||||||||
FAX: | ||||||||
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EXHIBIT A
CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
Fund Details
Campbell & Company, Inc., as General Partner, caused the Campbell Strategic Allocation Fund, L.P. to be organized under a Limited Partnership Agreement dated May 11, 1993, as amended and Certificate of Limited Partnership filed May 11, 1993.
Compensation
In consideration of the provision by the Service Provider of the services specified in Section 1 above, Campbell shall pay the Service Provider additional selling commissions as described below (and detailed in the Prospectus).
With respect to any Units (or dollar amount of Units) registered for sale to the public pursuant to a Registration Statement filed with the SEC any time before December 1, 2004 (including any Post-Effective Amendment thereto before December 1, 2008), in consideration of the provision by the Selling Agent of the additional services specified below in this subsection (b) Campbell will pay to the Selling Agent (provided it represents that it is registered with the CFTC as a futures commission merchant or introducing broker and is a member in good standing of the NFA in such capacity) ongoing payments of a percentage(as described in the Prospectus) per annum of Net Asset Value (determined as of the last day of the immediately preceding month) of Units outstanding at the end of such month serviced by the Selling Agent. The Service Provider may pay such compensation to its registered representatives who are registered as associated persons with the CFTC and have passed the National Commodity Futures Examination (Series 3) or the Futures Managed Funds Examination (Series 31). If any such registered representative shall transfer employment to another CFTC/NFA registered firm, and the Fund investors to which the registered representative sold shall also become clients of the transferee firm, the Service Provider agrees to transfer its ongoing compensation to the transferee firm.
With respect to any Units (or dollar amount of Units) registered for sale to the public pursuant to a Registration Statement filed with the SEC any time before December 1, 2004 (including any Post-Effective Amendment thereto before December 1, 2008), Service Providers and registered representatives who are not registered with the CFTC as described above may receive additional selling commissions from Campbell, paid on the same basis as the ongoing payments, provided that the total of such additional selling commissions plus the initial selling commission and per Unit organization and offering costs properly deemed to constitute costs allocable to the Selling Agents, such as a selling brochure, seminar costs and travel expenses, and all other costs or expenses that paid to any party constitute Underwriting Compensation within the meaning of FIRNA Rule 2310 do not exceed 10% of such Units initial sale price. Any such ongoing payments or additional selling commissions will be paid by Campbell and not by the Fund(s), but may be deemed to constitute underwriting compensation. If any such registered representative shall transfer employment to another FINRA registered firm, and the Fund investors to which the registered representative sold shall also become clients of the transferee firm, the Selling Agent agrees to transfer its ongoing compensation to the transferee firm.
With respect to any Units (or dollar amount of Units) registered for sale to the public pursuant to a Registration Statement filed with the SEC any time after December 1, 2008, Campbell will pay to the Service Provider additional selling commission a per annum percentage (as described in the Prospectus) of Net Asset Value (determined as of the last day of the immediately preceding month) of Units outstanding at the end of such month, commencing at the beginning of the thirteenth full month after the sale of the Units, provided, however, that the total of such additional selling commissions plus the initial selling commission do not exceed 9.0% of such Units initial sale price and further provided that the total of all amounts paid to any party that constitute Underwriting Compensation within the meaning of FINRA Rule 2310 do not exceed 10% of such Units initial sale price. The Service Provider may pay such compensation to its registered representatives pursuant to the Service Providers own compensation policies. If any such registered representative shall transfer employment to another FINRA registered firm, and the Fund investors to which the registered representative sold shall also become clients of the transferee firm, the Service Provider agrees to transfer its additional selling commissions with respect thereto to the transferee firm.
The ongoing compensation specified above in this subsection (b) shall be in consideration of and is contingent upon the provision by the Service Provider or its affiliate of additional services in connection with the purchased Units serviced by the Service Provider, including; (w) inquiring of Campbell from time to time, at the request of an owner of Units, as to the Net Asset Value of a Unit; (x) inquiring of Cambpell from time to time, at the request of an owner of Units, regarding the commodities markets and the Fund(s); (y) assisting, at the request of Campbell, in the redemption of Units; and (z) providing such other services to the owners of Units as Campbell may, from time to time, reasonably request. The Service Provider also will use its best efforts to insure that any of its registered representatives to whom compensation is passed on pursuant to this subsection (b) will cooperate in providing the services specified in clauses (w) through (z) above for as long as such representative continues in the employment of the Service
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Provider. The Service Provider shall forfeit its rights hereunder to receive any ongoing compensation relating to the additional services for the entirety of any month during which it is not duly registered with the CFTC as a futures commission merchant or introducing broker and a member in good standing of NFA.
Designation of Units
By initialing below, the Service Provider has agreed to act as non-exclusive service provider of the following Units:
Campbell Strategic Allocation Fund, L.P.
CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
By: | CAMPBELL & COMPANY, INC. | |||
ITS GENERAL PARTNER | ||||
By: | ||||
By: | ||||
SERVICE PROVIDER | ||||
By: | ||||
(Sign Name) | ||||
By: | ||||
(Print Name) |
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EXHIBIT B
CAMPBELL GLOBAL TREND FUND, L.P.
Fund and Series Details
Campbell & Company, Inc., as General Partner, caused the Campbell Global Trend Fund, L.P. to be organized under the Amended Limited Partnership Agreement dated January 1, 2010 and Amended Certificate of Limited Partnership filed January 21, 2010.
The Fund is currently comprised of two series: the Global Trend Series (USD) and the Global Trend Series (GLD). Each series is comprised of classes with various fee structures, as described in detail in the Prospectus and in the Compensation section, below.
Global Trend Series (USD) | Global Trend Series (GLD) | |
Class A (USD) (2% upfront / 2% trail / 0.25% custody fee) | Class A (GLD) (2% upfront / 2% trail / 0.25% custody fee) | |
Class B (USD) (2% upfront / 2% trail) | Class B (GLD) (0.25% custody fee) | |
Class C (USD) (0.25% custody fee) | ||
Class D (USD) (no upfront, trail or custody fee) |
Compensation
In consideration of the Service Provider providing various services to purchasers of the Units, Campbell Global Trend Fund, L.P. (Campbell Global Trend Fund) shall pay the Service Provider additional selling commissions as described below.
Campbell Global Trend Fund will pay to the Service Provider additional selling commissions of 2% per annum of Net Asset Value (determined as of the last day of the immediately preceding month) of Class A (USD), Class B (USD) and Class A (GLD) Units outstanding at the end of such month, commencing at the beginning of the thirteenth full month after the sale of the Units, provided, however, that the total of such additional selling commissions plus the initial selling commission per Unit do not exceed 8.0% of the gross offering proceeds of Class A (USD) and Class A (GLD) Units, respectively, and 9.0% of the gross offering proceeds of Class B (USD) Units and further provided that the total of all amounts paid to any party that constitute Underwriting Compensation within the meaning of FINRA Rule 2310 do not exceed 10% of such Units initial sale price. The Service Provider may pay such compensation to its registered representatives pursuant to the Service Providers own compensation policies. If any such registered representative shall transfer employment to another FINRA registered firm, and the Fund investors to which the registered representative sold shall also become clients of the transferee firm, the Service Provider agrees to transfer its additional selling commissions with respect thereto to the transferee firm. The ongoing compensation specified above in this subsection (b) shall be in consideration of and is contingent upon the provision by the Service Provider or its affiliate of additional services in connection with the Units serviced by the Service Provider, including; (w) inquiring of Campbell from time to time, at the request of an owner of Units, as to the Net Asset Value of a Unit; (x) inquiring of Campbell from time to time, at the request of an owner of Units, regarding the commodities markets and the Fund; (y) assisting, at the request of Campbell, in the redemption of Units; and (z) providing such other services to the owners of Units as Campbell may, from time to time, reasonably request. The Service Provider also will use its best efforts to insure that any of its registered representatives to whom compensation is passed on pursuant to this subsection (b) will cooperate in providing the services specified in clauses (w) through (z) above for as long as such representative continues in the employment of the Service Provider.
Campbell Global Trend Fund will pay to the Service Provider a custodial fee of .25% Class A (USD), Class C (USD), Class A (GLD) and Class B (GLD) Units month-end net asset value per annum, provided, however that the total of such custodial fees per Unit do not exceed 1.0% of the gross offering proceeds of Class A (USD) and Class A (GLD) Units, respectively, and 6% of the gross offering proceeds of Class C (USD) and Class B (GLD) Units, respectively, and further provided that the total of all amounts paid to any party that constitute Underwriting Compensation within the meaning of FINRA Rule 2310 do not exceed 10% of such Units initial sale price.
Once total Underwriting Compensation paid on any Class A (USD) Unit, Class B (USD) Unit, Class C (USD) Unit, Class D (USD) Unit, Class A (GLD) Unit or Class B (GLD) Unit reaches 10% of the gross offering proceeds, the Class A (USD) Unit, Class B (USD) Unit, Class C (USD) Unit or Class D (USD) Unit will automatically be re-designated as Class E (USD) Units, and the Class A (GLD) Unit or Class B (GLD) Unit will automatically be re-designated as Class C (GLD) Units.
Campbell Global Trend Fund will not pay any compensation to the Selling Agents on Class D (USD), Class E (USD) and Class C (GLD) Units.
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Designation of Units
By initialing below, the Service Provider has agreed to act, as non-exclusive service provider, of the following series of Units:
Campbell Global Trend Fund, L.P. Class A (USD)
Campbell Global Trend Fund, L.P. Class B (USD)
Campbell Global Trend Fund, L.P. Class C (USD)
Campbell Global Trend Fund, L.P. Class D (USD)
Campbell Global Trend Fund, L.P. Class A (GLD)
Campbell Global Trend Fund, L.P. Class B (GLD)
CAMPBELL GLOBAL TREND FUND, L.P.
By: | CAMPBELL & COMPANY, INC. | |||
ITS GENERAL PARTNER | ||||
By: | ||||
By: | ||||
SERVICE PROVIDER | ||||
By: | ||||
(Sign Name) | ||||
By: | ||||
(Print Name) |
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EXHIBIT C
ANTI-MONEY LAUNDERING CERTIFICATION
FIRM NAME:
ADDRESS:
On behalf of , (the Firm), the undersigned representative, who is responsible for the Firms anti-money laundering compliance, represents and warrants that:
The Firm has established, maintains and will continue to maintain an anti-money laundering program and/or procedures in accordance with all applicable laws, rules and regulations of its own jurisdiction including, where applicable, the Bank Secrecy Act, as amended by the Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the PATRIOT Act).
The Firm has an established customer identification program consistent with section 326 of the PATRIOT Act and including identification of politically exposed persons. The Firms program is also in accordance with Executive Orders administered by the U.S. Department of the Treasurys Office of Foreign Assets Control (OFAC), including the List of Specially Designated Nationals and Blocked Persons administered by OFAC, as such list may be amended from time to time.
The Firm applies, and will continue to apply, its anti-money laundering program and/or procedures to all customers and will take appropriate steps to ensure that all required relevant documentation is retained, including those involving customer identification, for five years after the date on which the individual withdraws the investment.
The Firm further represents that it will adopt appropriate policies, procedures and internal controls to be fully compliant with any additional laws, rules or regulations to which it may become subject.
NAME: | ||||||
SIGNATURE: | ||||||
TITLE: | ||||||
DATE: | ||||||
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