exv10w01



 



EXHIBIT 10.01


Campbell Fund Trust



ADVISORY AGREEMENT



     This Agreement made as of the 1st day of January, 1997 among Campbell Fund
Trust, a Delaware business trust (the “Trust”), and Campbell & Company, Inc.
(the “Managing Operator”).


W I T N E S S E T H:



     THAT, WHEREAS, the Managing Operator has caused the Trust to be formed as
a Delaware business trust for the purposes of speculative buying, selling,
trading, and generally dealing in futures contracts, forward contracts, and
related options (collectively referred to as “commodity interests”); and


     WHEREAS, the Trust and the Managing Operator are fully cognizant of the
high risks involved in trading commodity interests; and


     WHEREAS, the Trust and the Managing Operator are, pursuant to the
Declaration of Trust and Trust Agreement establishing the Trust (the “Trust
Agreement”), authorized to utilize the services of one or more professional
commodity trading advisors in connection with the commodity trading activities
of the Trust; and


     WHEREAS, the Trust and the Managing Operator have determined to utilize
the Managing Operator to render commodity trading services to the Trust and
wish to enter into this Agreement in order to set forth the terms and
conditions upon which the Managing Operator will render and implement commodity
management services in connection with the conduct by the Trust of its
commodity trading activities during the term of this Agreement;


     NOW, THEREFORE, the parties agree as follows:


     1.     ADVISORY DUTIES. As of January 1, 1997 and until termination of this
Agreement, the Managing Operator shall have sole authority and responsibility
for directing the investment and reinvestment in commodity interests of the
Trust’s assets. The Managing Operator will determine the trades in commodity
interests on behalf of the Trust in accordance with the Trust’s Offering
Memorandum. All purchases and sales of commodity interests shall be for the
account and at the risk of the Trust. All brokerage and floor commissions and
fees, option premiums, and other transaction costs and expenses incurred in
connection with transactions by and for the Trust shall be charged to the
Trust. The Managing Operator shall receive a Commodity Trading Authorization
appointing it the Trust’s agent and attorney-in-fact for such purpose. The
Chicago Corporation is currently the Trust’s clearing broker (the “Commodity
Broker”), although the Managing Operator may select an additional or
replacement Commodity Broker if it deems such action to be in the best interest
of the Trust.


     2.     INDEPENDENCE OF THE MANAGING OPERATOR. When acting as the Trust’s
trading advisor, the Managing Operator is an independent contractor and, unless
otherwise expressly provided herein or authorized in writing, shall have no
authority to act for or represent the Trust in any way, and shall not otherwise
be deemed an agent of the Trust.


     3.     COMPENSATION. The Trust will pay the Managing Operator a monthly
management fee and a quarterly incentive fee as follows:


     (a)     Management Fee. The Managing Operator will receive a monthly
management fee to 1/12 of 4% of the Trust’s month-end Net Assets (approximately
4% per year).









 


     (b)     Performance Fee. The Managing Operator will receive a performance fee
equal to 20% of the aggregate quarterly cumulative appreciation in the Net
Asset Value of the Units. The performance fee will be paid only on profits
from commodity trading attributable to Units outstanding, and no fee will be
paid with respect to interest income. Units which are redeemed other than at
the end of the quarter will pay a performance fee, if any would otherwise be
due, as of the end of the month in which the redemption occurs. If any payment
is made by the Trust in respect of a performance fee, and the Trust thereafter
incurs a net loss, the Managing Operator will retain the amount previously
paid.


     If Unit value during a quarter declines, no performance fees shall be
payable until the Unit value rises at least to the Unit level when the
preceding performance fee was paid. To the extent any Units are redeemed at a
loss, any loss attributed to the redeemed Units shall not be carried forward to
reduce future appreciation in Unit value.


     If this Agreement shall be terminated other than at the end of a period
when a fee is otherwise payable, performance fees shall be calculated as if
such termination date were the end of the quarter and the management fee shall
be prorated based on the number of trading days for which services were
rendered divided by the total number of trading days in such month. Fees shall
be paid within 10 days after the date on which they are earned.


     Neither the Managing Operator nor its principals or employees shall
receive any per-transaction compensation, remuneration or payments whatsoever
from any broker with whom the Trust carries an account for any transactions
executed in the Trust’s account.


     4.     RIGHT TO ADVISE OTHERS. The advisory services provided hereunder are
not to be deemed exclusive. The Trust acknowledges that the Managing Operator
will render advisory, consulting and management services to other clients,
which may be charged different fees from those charged the Trust. The Managing
Operator shall be free to advise others and manage other commodity accounts as
well as trade for proprietary accounts during the term of this Agreement and to
use the same or different information and trading methods and strategies which
the Managing Operator obtains, produces or utilizes in the performance of
services for the Trust, and the Managing Operator shall be free to compete for
the same commodity interests as the Trust or to take positions in commodity
interests which are the same as or opposite to the Trust’s positions on behalf
of the Managing Operator and/or any other account advised, managed, or traded
by the Managing Operator.


     However, the Managing Operator warrants that the rendering of such
consulting, advisory and management services to other commodity futures trading
accounts and entities will not materially impair the discharge of the Managing
Operator’s responsibilities under this Agreement and that the Managing Operator
will not knowingly and deliberately favor other client accounts over the Trust.
The Trust agrees that the Managing Operator shall not be deemed to be favoring
another account over the Trust’s account for purposes of this Agreement where
the Managing Operator acts as described in the preceding paragraph and in the
Prospectus. If the Managing Operator’s trading recommendations for the Trust
are altered because of the application of speculative limits to the Trust’s
positions as a result of the trading activities of the Managing Operator, it
will not modify the trading instructions to the Trust in such manner as to
materially affect the Trust disproportionately compared with other client
accounts.


     5.     TERM. This Agreement shall continue in effect for twelve-month terms
beginning as of the date hereof, or until its earlier termination as provided
herein or upon (i) withdrawal of the Managing Operator either as trading
advisor or Managing Operator of the Trust or (ii) the termination of the Trust
as provided in the Trust Agreement. The Trust may terminate this Agreement as
of the end of each twelve-month term on 60 days’ prior written notice or upon
written notice if (i) the Managing Operator’s registration as a commodity
trading advisor or membership in NFA is terminated or suspended; or (ii) the
Managing Operator materially breaches this Agreement.


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     6.     STANDARD OF LIABILITY AND INDEMNITIES.


          (a)     In acting as trading advisor, the Managing Operator shall not be
liable to the Trust, or any of its or their successors or assigns,
except that
the Managing Operator shall be liable in such capacity to the Trust for losses,
damages, costs, and expenses sustained by the Trust, or any of its successors
or assigns as a result of (i) acts or omissions of the Managing Operator with
respect to the Trust which constitute negligence or misconduct; (ii) a material
breach by the Managing Operator of this Agreement; and (iii) a misleading or
untrue statement of a material fact or omission to state a material fact
relating to or concerning the Managing Operator in its capacity as trading
advisor contained in the Offering Memorandum.


          (b)     The Managing Operator shall indemnify, defend, and hold harmless the
Trust from and against any and all losses, claims, damages, liabilities, costs,
and expenses sustained by the Trust (including in connection with the defense
or settlement of claims and in connection with any administrative proceedings),
to the extent and only to the extent that the Managing Operator is liable to
the Trust pursuant to the standard in Section 6(a) above. The Managing
Operator shall also reimburse any legal and other expenses reasonably incurred
by the Trust in connection with investigating or defending any loss, claim,
damage, liability, cost, or expense covered by this indemnity.


     7.     REPRESENTATIONS AND WARRANTIES. The Managing Operator represents and
warrants that:


     (a)     it has full capacity and authority to enter into this Agreement, and
to provide the services required hereunder;


     (b)     it will not, by acting as trading advisor to the Trust, breach any
undertaking, agreement, contract, statute, rule or regulation to which it is a
party or by which it is bound which would limit or materially affect the
performance of its duties under this Agreement;


     (c)     it is duly registered as a commodity trading advisor and commodity
pool operator under the Commodity Exchange Act (the “CEA”) and is a member of
the National Futures Association (the “NFA”) in such capacities and it will
maintain and renew such registration and membership during the term of this
Agreement;


     (d)     all of the information in the Offering Memorandum concerning the
Managing Operator, including but not limited to the Managing Operator’s
composite performance records and notes thereto, is complete, true and accurate
in all material respects and complies in all material respects with the CEA and
the rules thereunder and the rules of the NFA provided the statement or
omission was in conformity with information furnished by the Managing Operator
for use therein;


     (e)     it will promptly provide to the Trust the most current version of its
Commodity Trading Advisor Disclosure Document and any amendments thereto upon
request; and


     (f)     the within representations and warranties shall be continuing during
the term of this Agreement and, if, at any time, any event has occurred which
would make any of the foregoing not materially true, the Managing Operator will
promptly notify the Trust.


     8.     NO GUARANTEE OF PERFORMANCE. The Managing Operator makes no promises,
representations, warranties or guarantees that any of its trading services to
be rendered to the Trust will result in a profit or will not result in a loss
to the Trust.


     9.     COMPLETE AGREEMENT. This Agreement constitutes the entire agreement
between the parties, and no other agreement as to the matters referred to
herein, verbal or otherwise, shall be binding upon the parties hereto.


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     10.     ASSIGNMENT. This Agreement may not be assigned by any party without
the prior written consent of the other parties.


     11.     AMENDMENT. This Agreement may not be amended except by the written
consent of the parties.


     12.     SUCCESSORS. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, their permitted successors and assigns.


     13.     SURVIVAL OF CERTAIN TERMS. The Trust’s obligation to pay fees to the
Managing Operator for services rendered prior to any termination of this
Agreement pursuant to Section 3 and the indemnities set forth in Section 6
shall survive any termination of this Agreement.


     14.     NOTICES. All notices required or desired to be delivered under this
Agreement shall be delivered personally, by telex, telecopier or other means of
electronic communication, or by registered or certified mail, postage prepaid,
return receipt requested, as follows:



	If to the Trust:	Campbell Fund Trust

c/o Campbell & Company, Inc.

Court Towers Building

210 West Pennsylvania Avenue

Baltimore, Maryland 21204


	 
	If to the Managing Operator:	Campbell & Company, Inc.

Court Towers Building

210 West Pennsylvania Avenue

Baltimore, Maryland 21204




	Copies to:	Michael J. Schmidtberger

Sidley & Austin

875 Third Avenue

New York, NY 10022



All notices required or desired to be delivered under this Agreement shall be
deemed delivered and received by the party to whom a notice is addressed upon
such party’s actual receipt of such notice.


     15.     GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.


     IN WITNESS WHEREOF, this Agreement has been executed for and on behalf of
the undersigned as of the day and year first above written.



	 	CAMPBELL FUND TRUST




	 	By: Campbell & Company, Inc.

          the Managing Operator




	 	By:
     /s/  Bruce L. Cleland                                                            




	 	CAMPBELL & COMPANY, INC.




	 	By:
     /s/  Bruce L. Cleland                                                            



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January 1, 1997


Campbell & Company, Inc.

Court Towers Building

210 West Pennsylvania Avenue

Baltimore, Maryland 21204


     Re:
Commodity Trading Authorization


Gentlemen:


     Campbell Fund Trust, a Delaware business trust, does hereby make,
constitute and appoint you as its Attorney-in-Fact to purchase and sell
commodity interests, including commodity futures contracts, through The Chicago
Corporation, as commodity broker, or such other commodity broker as you shall
select from time to time, in accordance with the Advisory Agreement between us
dated as of the above date.



	 	Very truly yours,




	 	CAMPBELL FUND TRUST




	 	By: Campbell & Company, Inc.

          the Managing Operator




	 	By:
     /s/ Bruce L. Cleland                                                       




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