Poseidon Managed FX Program

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1 Presents Poseidon Managed FX Program $50,000 minimum initial investment required * 2290 Stockton Street, Unit 2111 San Francisco, CA Phone: (650) alex@poseidon.capital This Document is Current as of All information contained within this document is current to the best of Poseidon Capital Management, LLC s knowledge as of:. * reserves the right to accept smaller investment amounts at its sole discretion. THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THIS TRADING PROGRAM NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT. Page 1

2 RISK DISCLOSURE STATEMENT THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. YOU SHOULD THEREFORE CAREFULLY CONSIDER WHETHER SUCH TRADING IS SUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION. IN CONSIDERING WHETHER TO TRADE OR TO AUTHORIZE SOMEONE ELSE TO TRADE FOR YOU, YOU SHOULD BE AWARE OF THE FOLLOWING: IF YOU PURCHASE A COMMODITY OPTION YOU MAY SUSTAIN A TOTAL LOSS OF THE PREMIUM AND OF ALL TRANSACTION COSTS. IF YOU PURCHASE OR SELL A COMMODITY FUTURES CONTRACT OR SELL A COMMODITY OPTION OR ENGAGE IN OFF-EXCHANGE FOREIGN CURRENCY TRADING YOU MAY SUSTAIN A TOTAL LOSS OF THE INITIAL MARGIN FUNDS OR SECURITY DEPOSIT AND ANY ADDITIONAL FUNDS THAT YOU DEPOSIT WITH YOUR BROKER TO ESTABLISH OR MAINTAIN YOUR POSITION. IF THE MARKET MOVES AGAINST YOUR POSITION, YOU MAY BE CALLED UPON BY YOUR BROKER TO DEPOSIT A SUBSTANTIAL AMOUNT OF ADDITIONAL MARGIN FUNDS, ON SHORT NOTICE, IN ORDER TO MAINTAIN YOUR POSITION. IF YOU DO NOT PROVIDE THE REQUESTED FUNDS WITHIN THE PRESCRIBED TIME, YOUR POSITION MAY BE LIQUIDATED AT A LOSS, AND YOU WILL BE LIABLE FOR ANY RESULTING DEFICIT IN YOUR ACCOUNT. UNDER CERTAIN MARKET CONDITIONS, YOU MAY FIND IT DIFFICULT OR IMPOSSIBLE TO LIQUIDATE A POSITION. THIS CAN OCCUR, FOR EXAMPLE, WHEN THE MARKET MAKES A LIMIT MOVE. THE PLACEMENT OF CONTINGENT ORDERS BY YOU OR YOUR TRADING ADVISOR, SUCH AS A STOP-LOSS OR STOP-LIMIT ORDER, WILL NOT NECESSARILY LIMIT YOUR LOSSES TO THE INTENDED AMOUNTS, SINCE MARKET CONDITIONS MAY MAKE IT IMPOSSIBLE TO EXECUTE SUCH ORDERS. A SPREAD POSITION MAY NOT BE LESS RISKY THAN A SIMPLE LONG OR SHORT POSITION. THE HIGH DEGREE OF LEVERAGE THAT IS OFTEN OBTAINABLE IN COMMODITY INTEREST TRADING CAN WORK AGAINST YOU AS WELL AS FOR YOU. THE USE OF LEVERAGE CAN LEAD TO LARGE LOSSES AS WELL AS GAINS. IN SOME CASES, MANAGED COMMODITY ACCOUNTS ARE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT AND ADVISORY FEES. IT MAY BE NECESSARY FOR THOSE ACCOUNTS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS, AT PAGE 9, A COMPLETE DESCRIPTION OF EACH FEE TO BE CHARGED TO YOUR ACCOUNT BY THE COMMODITY TRADING ADVISOR. THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER SIGNIFICANT ASPECTS OF THE COMMODITY INTEREST MARKETS. YOU SHOULD THEREFORE CAREFULLY STUDY THIS DISCLOSURE DOCUMENT AND COMMODITY INTEREST TRADING BEFORE YOU TRADE, INCLUDING THE DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT PAGE 5. Page 2

3 YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY TRADING ADVISOR MAY ENGAGE IN OFF-EXCHANGE FOREIGN CURRENCY TRADING. SUCH TRADING IS NOT CONDUCTED IN THE INTERBANK MARKET. THE FUNDS DEPOSITED WITH A COUNTERPARTY FOR SUCH TRANSACTIONS WILL NOT RECEIVE THE SAME PROTECTIONS AS FUNDS USED TO MARGIN OR GUARANTEE EXCHANGE-TRADED FUTURES AND OPTION CONTRACTS. IF THE COUNTERPARTY BECOMES INSOLVENT AND YOU HAVE A CLAIM FOR AMOUNTS DEPOSITED OR PROFITS EARNED ON TRANSACTIONS WITH THE COUNTERPARTY, YOUR CLAIM MAY NOT BE TREATED AS A COMMODITY CUSTOMER CLAIM FOR PURPOSES OF SUBCHAPTER IV OF CHAPTER 7 OF THE BANKRUPTCY CODE AND REGULATIONS THEREUNDER. YOU MAY BE A GENERAL CREDITOR AND YOUR CLAIM MAY BE PAID, ALONG WITH THE CLAIMS OF OTHER GENERAL CREDITORS, FROM ANY MONIES STILL AVAILABLE AFTER PRIORITY CLAIMS ARE PAID. EVEN FUNDS THAT THE COUNTERPARTY KEEPS SEPARATE FROM ITS OWN FUNDS MAY NOT BE SAFE FROM THE CLAIMS OF PRIORITY AND OTHER GENERAL CREDITORS. FURTHER, YOU SHOULD CAREFULLY REVIEW THE INFORMATION CONTAINED IN THE RISK DISCLOSURE STATEMENT OF THE FUTURES COMMISSION MERCHANT OR RETAIL FOREIGN EXCHANGE DEALER THAT YOU SELECT TO CARRY YOUR ACCOUNT. THIS COMMODITY TRADING ADVISOR IS PROHIBITED BY LAW FROM ACCEPTING FUNDS IN THE TRADING ADVISOR S NAME FROM A CLIENT FOR TRADING COMMODITY INTERESTS. YOU MUST PLACE ALL FUNDS FOR TRADING IN THIS TRADING PROGRAM DIRECTLY WITH A FUTURES COMMISSION MERCHANT OR RETAIL FOREIGN EXCHANGE DEALER, AS APPLICABLE. Page 3

4 Table of Contents Business Background... 5 Financial Companies Utilized... 5 Principal Risk Factors of Trading... 5 Market Risks... 6 Risks Specific to Trading with... 8 Poseidon Trading Program Description... 9 Fees and Costs Associated with Trading This Program... 9 Conflicts of Interest Litigation History Trading Performance and History Acknowledgement of Receipt Page 4

5 Business Background ( Poseidon ) was formed as a Limited Liability Company in the state of California on September 8, Poseidon was created to register as a Commodity Trading Advisor ( CTA ) with the Commodity Futures Trading Commission ( CFTC ). The company has never been used for any other business purpose and has no other outside operating history. The main business address and location of records is: 2290 Stockton Street, Unit 2111, San Francisco, CA registered with the CFTC as a Commodity Trading Advisor and was approved as a Forex firm on December 16, It became a member of the National Futures Association ( NFA ) on the same date (NFA ID #481278). Alex Boyd Alex Boyd is a founder and trading principal of. Mr. Boyd listed as a principal, registered as an associated person, and was approved as a forex associated person of Poseidon Capital Management, LLC on December 16, Mr. Boyd is a finance consultant at indinero, a firm providing back-office and accounting solutions to small businesses in a variety of industries. Mr. Boyd joined indinero in July 2014 after leaving Forex Capital Markets, LLC ( FXCM ), a large retail foreign exchange dealer ( RFED ) that is also registered as an FCM. He joined FXCM in May 2012, was approved as a forex associated person in June 2012, and registered as an associated person in July While with FXCM, Mr. Boyd became a senior forex broker, guiding clients in all aspects of their trading, such as software functionalities, market analytics, and trading techniques. In November 2013, Mr. Boyd co-founded PoseidonFX, a trading system developer and educational platform which ceased operations in May From the time he graduated from Colgate University in December, 2011 until May 2012, Alex had an internship position at New Wall Street, a Palo Alto business incubator, where he conducted market research on prospective venture capital investments. Proprietary trading performance can be found on page 14 of this disclosure document. Financial Companies Utilized Clients of Poseidon may generally select the futures commission merchant ( FCM ) or retail foreign exchange dealer ( RFED ) at which to maintain their accounts and, if desired, an introducing broker ( IB ) to introduce their accounts. Poseidon reserves the right to disapprove any FCM, RFED or IB chosen by the client. Such disapproval will generally be based on the past experience, execution capabilities, product limitations and fee structure of the FCM, RFED or IB the client has selected. Principal Risk Factors of Trading Prospective investors should consider the following risks before deciding to invest with Poseidon. The risk factors below are not intended to include all possible risks of investing in over-the-counter foreign exchange ( Forex ), nor are the summaries intended to provide complete descriptions of the risks that are included. There is a high degree of risk associated with trading in Forex and any such investment decision should be made only after careful consideration of the risks associated with such transactions. No person should consider trading more than they can comfortably afford to lose. There is no assurance that Poseidon s investments will be successful or that trading objectives will be attained. Page 5

6 Market Risks Forex Strategy Risk Poseidon s trading strategies have been designed, in part, to benefit from price extensions outside of the recent short term ranges of various currency pairs. Although unlikely, due to the nature of this strategy and the OTC retail forex market it is possible that such price extensions may not occur for prolonged periods of time. Under such circumstances there may be few, if any, opportunities for Poseidon to execute trades on your behalf. This may result in periods of time in which your account has no activity but will still be required to pay any fees associated with participating in this strategy. Off-Exchange Trading Risks The retail over-the-counter ( OTC ) or off-exchange forex market utilizes a practice sometimes referred to as direct dealing. Direct dealing requires that market participants trade directly with a participating dealer or in the case of these strategies, a CFTC registered, NFA member Forex Dealer Member ( dealer ). In a direct dealing market, dealers generally do not charge commissions but rather quote a spread which is the difference between the bid and the ask price of a currency pair. Trading in a direct dealing market differs from trading in an on-exchange futures or options market for a variety of reasons that may create additional risks. One major risk to trading in the forex market space is that there are no limitations on daily price moves in most currency markets which may expose your account to potentially unlimited losses. Many, but not all, forex counterparties guarantee that accounts will not be able to carry a debit balance. You should discuss with your specific forex counterparty whether or not they will guarantee your account against a debit balance. The dealers that create the OTC markets that Poseidon will trade in are not necessarily required to continue to quote prices indefinitely within their respective market places. You should be aware that there have been periods during which certain OTC Dealers operating within the retail forex markets have refused to quote prices for customer trades or have quoted prices with unusually wide spreads between the price at which transactions are initiated and must be subsequently offset. Prices in this marketplace are determined directly by your specific dealer and are not disseminated by a competitive auction as is required on an organized exchange. Due to the off-exchange nature of forex trading your account may not be afforded the regulatory and financial protections offered by similar exchange-traded contracts. Exchange Rate Risks Exchange rates between foreign currencies can change rapidly due to a wide range of economic, political and other conditions, which may expose your account to the risk of exchange rate losses in addition to the inherent risk of loss from trading the underlying financial product. In the event you deposit funds in a currency to trade products denominated in a different currency, your accounts gains or losses on the underlying investment therefore may be affected by changes in the exchange rate between the currencies You should be aware that the investment opportunity presented in this document is denominated in USD. Volatility Risks Retail Forex trading is speculative and the value of currencies fluctuate, sometimes dramatically. Volatility is affected by economic, political, and other conditions, such as governmental interventions, which can rapidly change the rates between currencies. Additionally, a variety of other factors that are inherently difficult to predict such as domestic and international political developments, governmental trade and fiscal policies, patterns of trade, war and or other military conflict can also have significant effects on Forex markets. Forex Liquidity Risks Page 6

7 Forex contracts are traded in an over-the-counter market space which means that there is no centralized exchange or pricing mechanism to disseminate prices. In order for Poseidon to initiate any transaction, the counterparty holding your account must make a market by quoting a bid and ask price for its various offered forex contracts in order for such a transaction to occur. It is possible that the counter party may not be willing or may not be able to quote a bid and ask price during a fast moving market. If this occurs, it may be impossible for Poseidon to liquidate a position. Forex prices have occasionally moved drastically in a matter of moments as a result of counterparties widening the gap or spread between the bid and the ask price of certain forex contracts under times of exceptional market stress. Similar occurrences in markets which Poseidon may decide to trade your account and hold positions at that time may prevent Poseidon from promptly liquidating unfavorable positions and subject you to substantial losses. In addition, even if contract prices are being quoted, Poseidon may not be able to execute trades at favorable prices if there is only light trading in the contracts being held for your account. Forex Leverage and Margin Risks The low margin deposits normally required in forex trading permit an extremely high degree of leverage. Accordingly, a relatively small price movement in a forex position may result in immediate and substantial loss or gain to the client. A forex position can be established with margin as low as 2% of the total value of the contract. Thus, a small movement in the price of the underlying forex/currency asset can result in a substantial price movement relative to the margin deposit and may result in immediate and substantial losses to your account. In addition, trading on margin may result in substantial interest charges to your account. Although the use of leverage can substantially improve the return on invested capital, it may also increase any losses which your account may experience, and it is possible that your account could lose most, or even all of its total capital due to the effects of leverage combined with price volatility. The risk of leveraged trading and the requirement to make additional margin deposits are generally within defined limits and in some instances will not be required by forex counterparties; however, these risks can never be eliminated entirely. Moreover, one side of a balanced position may decline in value, requiring additional margin deposits in connection with the financing of a position prior to a market move in the offsetting position. Although Poseidon believes that it would be unusual for a situation of this type to persist for any prolonged length of time, the markets in which Poseidon acquires (or disposes of) positions could move in such fashion for extended periods of time or to a significant degree. Should this occur your account could incur substantial losses. Market Correlations and Gapping Since Poseidon will be trading across several currency pairs, correlation risks will exist within the trading strategies when traded independently or in unison. It is possible for shifts in correlations to occur which could make previously-uncorrelated positions highly correlated. Correlation shifts are likely to occur over a period of time, however may occur instantaneously if a once in a lifetime event were to occur. Due to Poseidon s exposure to an array of market conditions and currencies, an event of this nature may generate gaps within the strategies positions. For the sake of this document, gapping occurs when the bid ask spread widens substantially or significant pricing changes occur after the close of and before the subsequent open of international currency markets. Pricing differences of this nature may not allow Poseidon to reduce risk in those newly-correlated positions or execute stop-losses with regard to unfavorably held positions in a sufficient manner. Position Turnover Depending on market volatility Poseidon s trading activities may involve substantial position turnover in your account which would correspond to high transactional costs. In addition, trading decisions will be made solely on the techniques and strategies of Poseidon. There can be no assurance that the decisions made by Poseidon will produce profits (or not generate losses). Page 7

8 Counter Party Risks. Your account will be held at your FCM or RFED, which will serve as your counterparty, thus your account will carry a level of counter party credit risk. Specifically, it is possible that you may be unable to recover assets held at the FCM or RFED, even assets directly traceable to your account, in the event of an insolvency or bankruptcy of the trading counterparty. As Forex transactions occur off of an organized exchange, they do not receive the same protections as funds used to margin or guarantee exchange traded futures and options contracts. In the event of your FCM or RFED s insolvency or bankruptcy, there is no equivalent of the Securities Investors Protection Corporation ( SIPC ) or Federal Deposit Insurance Corporation ( FDIC ) as is commonly applicable in the case of securities broker dealer or banking insolvencies. Risks Specific to Trading with Lack of Trading History Poseidon is a new CTA and has not traded customer accounts. As a result the firm is considered an emerging manager and may not have the same experience or expertise of other firms more established within the commodities industry. Substantial Fees and Expenses Your account will be subject to brokerage commissions and other transaction costs, as well as management and incentive fees. Your account may have to earn substantial trading profits to avoid depletion of the funds due to such commissions, costs and fees. Each client is responsible for paying their FCM or RFED all commissions, fees, and other transaction costs and expenses incurred in connection with transactions effected for the client s account by Poseidon. Reliance on Key Personnel Poseidon is dependent on the services and skills of its principal Alex Boyd. The loss of Mr. Boyd s skills or services may make it difficult if not impossible for Poseidon to continue to manage your account. Such a setback may result in large losses if no one is available to tend to any open positions which may be in your account. Electronic Trading Poseidon will be executing your trades through an electronic trading platform and order routing system offered by an FCM or RFED. Trading in this fashion differs from traditional open outcry pit trading in that it poses electronic and technological trading risks. Specifically, as a result of trading electronically it is possible for Poseidon to encounter system related issues and or system failures when attempting to execute orders for your account. In addition your trades may be materially affected by a failure of Poseidon s computer hardware or through a failure or loss of internet connectivity to an FCM or RFED. It is also possible that an FCM or RFED may experience technical difficulties beyond the control of Poseidon which may affect your account. Poseidon s use of electronic trading systems, in certain instances, may also limit your ability to pursue damages for system failures and trading delays related to technological problems. Uncertainty Concerning Future Regulatory Changes In addition to possible changes in the regulation of the futures markets, other regulatory changes could have a material and adverse effect on the prospects for profitability within this strategy. The U.S. securities and commodities markets are subject to ongoing and substantial regulatory changes, and it is impossible to predict what statutory, administrative or exchange-imposed restrictions may become applicable in the future. Particularly in light of the general turmoil that has engulfed the financial markets over the past several years, Congress, the Treasury Department, the SEC and the CFTC among others, have or are considering measures, including but not limited to, bans and limits on speculative trading that could limit or negate the ability to trade profitably. THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE Page 8

9 EXPLANATION OF ALL RISKS ASSOCIATED WITH FOREX TRADING OR TRADING BY POSEIDON CAPITAL MANAGEMENT, LLC. PROSPECTIVE INVESTORS SHOULD READ POSEIDON CAPITAL MANAGEMENT, LLC S DISCLOSURE DOCUMENT IN ITS ENTIRETY AND CONSULT WITH AN INDEPENDENT INVESTMENT, TAX, AND LEGAL ADVISOR(S) BEFORE DETERMINING WHETHER TO INVEST IN THE PROGRAM. Poseidon Managed FX Program Description The Poseidon Managed FX Program trades over-the-counter foreign exchange for retail accounts (retail Forex). The program is contrarian in nature, as it aims to counter the directionality of a segment of forex participants. While institutions are well positioned to take advantage of imbalances in the currency markets, it has been our observation that, historically, retail traders are generally not profitable in the aggregate. Additionally, as a group, retail traders tend to be less profitable during high market volatility than in low volatility environments. The Poseidon Managed FX Program analyzes the positioning levels of retail forex traders and makes trades in the opposite direction. It relies in part on proprietary quantitative models that may cause us to enter smaller positions, or no positions at all, if the market conditions are not favorable to the strategy. Poseidon Managed FX seeks to exploit trading opportunities as they are presented, which may be in any of the major currency pairs. At any given time, Poseidon may have a position in the any of the following: EURUSD, GBPUSD, USDCHF, USDJPY, USDCAD, AUDUSD, AUDJPY, NZDUSD, GBPJPY, EURAUD, EURJPY, and EURCHF. Allocations and Blocked Orders Poseidon will generally place a block, or bunched, order for all participating client accounts and proprietary accounts, in which the same position is being traded through the same FCM or RFED. In a block order, trades for all accounts are placed for execution together, and then are allocated to individual accounts when the order has been completed or at the end of the trading day. This process improves the efficiency of trade placement, and is intended to provide better pricing and execution of orders for all accounts. To aid in transparency Poseidon will make available to any client upon request (1) the general nature of the allocation methodology Poseidon uses; and (2) summary or composite execution and allocation data sufficient for that client to compare the results of execution and allocation for its account with those of the accounts of comparable clients and any proprietary account participating in the bunched order process. Fees and Costs Associated with Trading This Program As compensation for trading and risk management services of Poseidon, a monthly management fee and quarterly incentive fee may be charged to your account. Poseidon reserves the right to structure each account to meet specific client needs. At the end of any applicable period Poseidon will calculate all fees, including any incentive or management fees due from your account. After this calculation is made, a notice will be provided to your FCM or RFED of fees due to Poseidon and monies owed by your account will be debited directly from your account. Also, unless otherwise agreed to in writing, all fractional dollar amounts for any fee payable to Poseidon will be rounded to the nearest dollar up or down. The following is a comprehensive listing of the types of fees you are likely to incur while trading the Poseidon Managed FX Program. Brokerage and Trading Fees To trade with Poseidon through your FCM according to the methodologies described within this document Page 9

10 you will be responsible for all brokerage commissions and fees charged by your FCM or RFED. Furthermore, within the forex market space, counterparties to forex transactions will charge what is known as a spread. The spread is the difference between the ask price (the price a contract also known as a lot is purchased at) and the bid price (the price a contract or lot is sold at) quoted in pips (the unit of measure used to denote price change in currency pair quotations). A pip represents 1/100 th of 1% and is the smallest amount by which a bid or an ask price quote can change. Example: If the price of the Euro/US Dollar contract is quoted at /7, then the spread between the ask and the bid is 2 pips or the difference between and Likewise if the quote is at /70, then the spread would be 1.5 pips. In forex trading a dealer makes money on the width of the spread, that is the larger the difference between the ask and the bid price, the more money the counterparty is charging your account to execute a trade with them. In the example above it would be more expensive to place a trade while the spread was at 2 pips, than if the spread was at 1.5 pips. In this way trade costs within the forex markets are not necessarily set at a standard flat rate as they often are in other financial markets. To estimate the average cost of trading within the trading strategy assume that one standard currency lot is being traded. In forex trading one standard currency lot represents $100,000 worth of currency when quoted in US dollars. This is generally the standard unit for retail forex trades, but values may differ slightly based on the value of the underlying currencies being traded in such a contract. To determine the cost of trading, the value of a pip must first be determined. To determine the value of a pip the following equation should be used: Example: The value of a pip for a standard 1 lot contract of Euro/US Dollar =.0001 x $100,000 or $ Inversely, to determine the value in Euro s the base currency must be converted, using the quote from above of $ Euro s per US dollar the value becomes: = $10.00 / = 7.39 per pip move. The value of a pip will float based on the underlying exchange rates of the currencies being traded. To determine the overall transactional costs of trading within the strategy, expenses will be required to be calculated on a trade by trade basis. Rollover Fees In the over the counter spot forex market all trades are required to be settled within two business days. This is common in all spot market trading as duration any longer would make these instruments futures or forward contracts and subject them to different regulatory requirements. Since forex trades are required to be settled within two business days, most dealing firms have put in place an automated system to handle the expiration of forex contracts. Specifically, at the end of two business days when a forex contract should expire, in order to hold a position within an account, the dealing firm rolls the initial trade commitments into new contracts. In other words the original contracts are exchanged for new contracts so that the two day expiration window is extended; this process generally will continue indefinitely until a position is closed. If this did not occur, similar to a futures contract at expiration, traders would be required to take or make physical delivery of the underlying currency denoted by the expiring contract. This process occurs for most contracts traded with an over the counter retail forex dealer unless a detailed delivery process is initiated ahead of time to arrange for the physical delivery of a specific currency. In the forex markets, the term swap is often used instead of rollover, which should not be confused with non-forex swap transactions (a different OTC market). In order to conduct a roll of a forex position, dealing firms routinely charge or pay their clients fees related to each of these transactions. The fee debited or credited to a client account is based on the prevailing market interest rate differential between the two currencies being traded within the contract to be rolled over. That is, if an account is long the currency in a pair with the higher rate of interest it earns the rate Page 10

11 differential from the dealer. Likewise if an account is short the currency in the pair with the higher rate of interest it pays the rate differential to the dealer. Thus based on the currencies involved in a transaction your account may receive or pay a fee for exchanging open positions for new contracts. This fee varies based on the prevailing interest rates of each currency being traded. Management Fee Poseidon will charge a monthly management fee of 0.167% (2% annually) of the Gross Ending Equity of the client's account unless specified otherwise in writing by Poseidon. In assessing the value of your account Poseidon will rely on the clearing brokerage statements and other reports received from your FCM or RFED. Gross Ending Equity is defined as the Beginning Equity plus any Additions minus any Withdrawals plus Gross Trading Performance plus Interest minus any fees or charges. Gross Trading Performance is defined as the sum of the realized and unrealized trading profits (or losses) credited (or debited) to the account during the period. Management fees will be prorated for partial month participation in the trading program. Incentive Fees Poseidon will require each account to pay a monthly incentive fee based on the profitability of Poseidon s trading for that account. This fee will be twenty percent (20%) of net new profits unless specified otherwise in writing by Poseidon. In this context, net new profits will be defined as the excess, if any, of cumulative net profits at the end of a month over the highest prior cumulative net profit reached during the lifetime of your account. For the purposes of cumulative net profits, any trading losses from prior periods must be recouped and a new high profit must be achieved before further incentive fees will be payable. Within the incentive fee calculation, profits shall include both realized and unrealized gains as well as interest received on your account assets. In the event net new profits for a period are negative, a "Carry Forward Loss" will be applied to the beginning of the next month. To the extent any funds are withdrawn from your account, any loss attributed to those funds may be deducted from the Carry Forward Loss. Under this scenario, Poseidon will not be entitled to incentive fees unless trading profits for an ensuing period exceeds all applicable carry forward losses. The incentive fee calculation includes unrealized gain or loss on open positions. As a result it is possible that unrealized appreciation that causes an incentive fee, in part, to be paid may never be realized in your account. For example, if at the end of a month your account had unrealized profit on open positions, Poseidon may receive an incentive fee based on such unrealized gains. Following such a payment, those open positions might, due to adverse market conditions, be closed out at no profit or even a loss. Nevertheless if a client s account incurs such a loss after an incentive fee has been paid, such fees will not be rebated and Poseidon will retain the collected fee. However, in subsequent months no further incentive fee will be paid unless your account value once again has net new profits. Sample Incentive Fee Calculation The following are general representations and definitions related to how Poseidon will calculate incentive fees on your account. Poseidon will rely on the account statements provided by your FCM or RFED to determine if net new profits have been generated. The term net new profits shall be defined as: (a) net realized trading profits and losses for the period, plus (b) the change in unrealized trading profits and losses for the fee period, minus (c) any net trading losses carried forward from previous fee periods that have not been recouped, minus (d) management fees charged or accrued to your account, if applicable. The term net new profits also includes interest income earned or credited to your account. As noted above, net new profits will be determined from the end of the last incentive fee period for which an incentive fee was earned by Poseidon to the current period. Page 11

12 Should your account determine to leave the program as of any date which is not the end of an incentive fee period, the incentive fee described above, if applicable, will be determined as if such termination date were at the end of a natural incentive fee period. If any payment of incentive fees is made to Poseidon on account of net new profits and your account thereafter fails to earn further net new profits or experiences losses for any subsequent incentive fee period, Poseidon will be entitled to retain such amounts of incentive fees previously paid. Under such a scenario no subsequent incentive fees will be payable to Poseidon until your account has overcome any carry forward losses being carried forward to achieve net new profits. Similarly if any withdrawals from your account occur as of any date that is not at the end of an incentive fee period, an incentive fee will be paid, if applicable, with respect to such withdrawn amount as if such withdrawal occurred as of the end of an incentive fee period. Withdrawals from your account will result in a proportional reduction of any carry forward losses as of the date of such withdrawal. For simplicity Poseidon will calculate net period performance using the following basic equation: Realized Gain or Loss for period + Change in Unrealized Gain or Loss - Net Trading Losses Carried Forward -Management Fees (if applicable) Net New Profits To obtain an incentive fee value, the agreed upon fee percentage for your specific account will then be multiplied against net new profits. Poseidon will not be responsible for creating or validating the accuracy of the reports provided by the FCM or RFED that you have chosen. You will also be responsible for ensuring your individual trade statements are made available to the firm. As a result the firm shall not incur any liability for any determination made, or other action taken or omitted, in good faith, relative to valuing your account for reasons of determining your monthly management or incentive fee. Termination It is recommended that you notify Poseidon of your intent to exit the program and terminate your relationship at least 10 business days prior to requesting funds from your FCM or RFED, so that open positions may be offset in an orderly manner. Notice of termination must be in writing, either via or handwritten correspondence. Management fees will be prorated for partial month participation in the trading program. Conflicts of Interest The trading principal of, Alex Boyd, will be the trader on your account. Because Poseidon is paid on a performance fee basis, he may have an interest to take large risks with your account in an attempt to generate larger profits, and thus more revenue for Poseidon. Poseidon and its employees may also have an incentive to encourage increased monetary participation of your account in the program even if it may not be in your best interests. Alex Boyd and any other persons who may be employed by Poseidon are not restricted from holding outside employment. As a result any person holding outside employment may have an incentive to offer your account less attention than necessary to properly trade this strategy. Poseidon, its trading principal, and other employees of the firm may trade for their own accounts. Orders of such proprietary accounts may be the same or similar to orders for client accounts, and thus would compete for positions. A conflict of interest may exist in that it may be advantageous to Poseidon to give preferential treatment to proprietary accounts, trade ahead or against client accounts, or abstain from placing Page 12

13 certain trades in client accounts in an effort to benefit positions in proprietary accounts. It is the intention of the trading principal to trade proprietary accounts in the same manner as client accounts. Poseidon will make proprietary trading records and related policies available to clients upon request. Litigation History As of the date of this document, to the best of the knowledge available to Poseidon Capital Management, LLC and its principal, neither Poseidon nor Mr. Boyd are currently involved in, and have not been involved in, any material litigation during the last 5 years. Page 13

14 Trading Performance and History NO ACTUAL CUSTOMER TRADING RESULTS AVAILABLE NEITHER THIS TRADING ADVISOR NOR ANY OF ITS TRADING PRINCIPALS HAVE PREVIOUSLY DIRECTED ANY ACCOUNTS The proprietary trading performance of Alex Boyd is set forth below. In trading for himself, Alex incorporated the same trading methodology as the offered Poseidon Managed FX Program. The proprietary trading results have been adjusted to include a 2% management fee and 20% incentive fee, and all profits were reinvested. Poseidon Managed FX Program Proprietary Trading Results Pro Forma As of May 31, 2014 Name of trading principal: Alex Boyd Inception of trading by principal: June 1, 2013 Inception of trading in program: June 1, 2013 Number of accounts traded pursuant to the program: 1 Total proprietary assets traded: $34,325 Largest monthly drawdown: -6.66% (January 2014) Worst peak-to-valley drawdown: -6.66% (Dec Jan. 2014) Drawdown means losses experienced by the account over a specified period PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS Rates of Return Month January 0.15% -6.66% February -2.32% 11.23% March 0.09% 6.51% April -2.03% -3.73% May 0.26% -1.33% June 2.71% -2.43% July -1.74% -0.67% August -1.35% 0.30% September 0.20% 6.38% October 2.08% 5.37% November 2.92% 6.88% December % Year -3.82% 8.81% 27.04% Page 14

15 Acknowledgement of Receipt I hereby acknowledge receipt of s disclosure document dated June 1, 2015 which was read and understood. I also affirm that I have read and understood the following required risk statement: THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THIS TRADING PROGRAM NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT. IF INDIVIDUAL PERSON(S) First Client s Signature Name (Please Print) Date Second Client s Signature (if a joint account) Name (Please Print) Date IF AN ENTITY Name of Owner of Managed Account Date Authorized Person s Signature Authorized Person s Name (Please Print) Title (Please Print) Page 15

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