Advisory Contract


    EXHIBIT
      10.7

    

      GRANT
        PARK FUTURES FUND

      LIMITED
        PARTNERSHIP

       

      ADVISORY
        CONTRACT

       

      This
        Advisory Contract (the “Agreement”) is made as of the 22nd day of February,
        2006, among Grant Park Futures Fund Limited Partnership, an Illinois limited
        partnership (the “Partnership”), Dearborn Capital Management, L.L.C., an
        Illinois limited liability company (the “General Partner”) and Welton Investment
        Corporation, a Delaware corporation (“Advisor”), on the following premises,
        terms and conditions:

       

      RECITALS

       

      WHEREAS,
        the Partnership has been organized to trade in commodity interests, including
        futures contracts, forward contracts, options on futures contracts, forward
        contracts and on commodities, spot contracts and swap contracts (“Commodity
        Interests”); and

       

      WHEREAS,
        the General Partner is, pursuant to the Partnership’s Limited Partnership
        Agreement, as amended from time to time (the “Partnership Agreement”),
        authorized to utilize the services of one or more commodity trading advisors
        in
        connection with the commodity trading activities of the Partnership;
        and

       

      WHEREAS,
        the Partnership currently offers its units of limited partnership interest
        (“Units”) to the public and has registered the Units for sale with the
        Securities and Exchange Commission and certain of the states; and

       

      WHEREAS,
        Advisor’s current business is advising and making trading decisions with respect
        to the purchase and sale of Commodity Interests; and

       

      WHEREAS,
        Advisor is registered as a commodity trading advisor with the Commodity Futures
        Trading Commission (“CFTC”) and is a member of the National Futures Association
        (“NFA”) and will maintain that registration and membership for the term of this
        Agreement; and

       

      WHEREAS,
        the Partnership and Advisor wish to enter into this Agreement in order to
        set
        forth the terms and conditions upon which Advisor will render and implement
        commodity trading advisory services on behalf of the Partnership on and after
        the date hereof until this Agreement is terminated;

       

      NOW,
        THEREFORE, the parties hereto agree as follows:

       

      AGREEMENTS

       

      1. Preparation
        of Materials. Advisor will cooperate with the Partnership in the
        Partnership’s endeavors to prepare and update, or cause to be prepared and
        updated, a registration statement on Form S-1, or such other form as may
        then be
        available (“Registration Statement”), and prospectus and disclosure document
        included therein (“Prospectus”), promotional brochures or other marketing
        materials as well as any other materials reasonably requested or required
        by the
        General Partner in connection with the organization, operation, or

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      marketing
        of the Partnership or the registration or renewal of registration of the
        Units
        for sale to the public in all applicable jurisdictions (collectively, with
        the
        Registration Statement and Prospectus, the “Materials”). In this regard, Advisor
        will furnish to the General Partner such information as may be reasonably
        requested for inclusion in such Materials. Moreover, Advisor agrees to make
        all
        necessary disclosures regarding itself, its principals, its trading performance,
        customer accounts and otherwise as are required in the judgment of the
        Partnership to be made in such Materials.

       

      2. Certain
        Representations and Warranties of Advisor. Advisor represents and
        warrants to the Partnership and the General Partner and agrees as
        follows:

       

      (a) The
        Disclosure Document of Advisor and any other information relating to Advisor,
        its businesses, principals, and past performance record that has been requested
        by the General Partner, has been delivered to the General Partner and is
        current, accurate and complete in all material respects and is in compliance
        with all applicable laws, rules and regulations, including Part 4 of the
        CFTC
        regulations promulgated under the Commodity Exchange Act, as amended (the
“CE
        Act”), and Advisor will provide the General Partner with updated or amended
        copies of any such materials when and if such materials are updated or
        amended.

       

      (b) To
        the
        extent reasonably available to it, Advisor has supplied or will supply, and
        has
        made available or will make available, for review by the General Partner
        or its
        agents substantially all documents, statements, agreements, confirmations
        and
        workpapers relating to all accounts managed by Advisor and any other persons
        or
        entities controlled by Advisor for the period covered in any Materials and
        the
        General Partner shall keep such information confidential; provided, however,
        that Advisor may, in its discretion, withhold from any such materials the
        name
        of the client for whom such account is maintained and any materials containing
        proprietary information relating to Advisor’s trading
        methodologies.

       

      (c) Advisor
        is registered as a commodity trading advisor and commodity pool operator
        with
        the CFTC and is a member of the NFA.

       

      (d) Advisor
        is a corporation organized under the laws of the state of Delaware, with
        full
        power and authority to enter into this Agreement.

       

      (e) This
        Agreement has been duly and validly authorized, executed and delivered by,
        and
        is a valid and binding contract of, Advisor enforceable in accordance with
        its
        terms.

       

      (f) The
        representations and warranties made in this Agreement by Advisor shall be
        continuing during the term of this Agreement and if at any time any event
        has
        occurred which would make or tend to make any of the representations and
        warranties in this Agreement not true, Advisor will promptly notify the General
        Partner.

       

      3. Certain
        Representations and Warranties of the Partnership and General Partner.
        The General Partner and the Partnership jointly and severally represent and
        warrant to Advisor that:

       

      
        
          
          

        

        
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      (a) This
        Agreement has been duly and validly authorized, executed and delivered by,
        and
        is a valid and binding contract of, the General Partner and the Partnership
        enforceable in accordance with its terms.

       

      (b) The
        Partnership is duly formed and validly existing as an Illinois limited
        partnership, with full partnership power to carry out its obligations under
        this
        Agreement and its Limited Partnership Agreement, as such may be amended from
        time to time (the “Partnership Agreement”).

       

      (c) The
        Materials will not contain any untrue statement of a material fact or omit
        to
        state any material fact required to be stated therein or necessary to make
        the
        statements therein, in light of the circumstances in which they are made,
        not
        misleading, or omit to state any material information required to be disclosed
        therein under the CE Act, the Securities Act of 1933, and the rules promulgated
        thereunder; provided,
        however,
        that
        this representation and warranty shall not apply to any statements or omissions
        made in reliance upon and in conformity with information furnished to the
        General Partner by or on behalf of Advisor, as to it, including, without
        limitation, all references to Advisor and its affiliates, controlling persons,
        shareholders, partners, directors, officers and employees, as well as to
        Advisor’s trading approach and past performance history, which has been provided
        by Advisor for inclusion in the Materials.

       

      (d) Units
        in
        the Partnership will be offered and sold in compliance with the requirements
        set
        forth in the Registration Statement and the Prospectus, the Partnership
        Agreement and the Subscription Agreement and Power of Attorney. In connection
        with the offer and sale of the Units, the General Partner will, and the General
        Partner will use its reasonable efforts to ensure that any third party selling
        agents will, comply fully at all times with all federal, state and foreign
        securities laws, rules and regulations applicable to the offer and sale of
        the
        Units to the public.

       

      (e) The
        General Partner is duly formed and validly existing as an Illinois limited
        liability company with full power and authority to carry out its obligations
        under this Agreement and is registered with the CFTC as a commodity pool
        operator and is a member of NFA.

       

      (f) The
        General Partner has received, on behalf of the Partnership, the current
        commodity trading advisor disclosure document of Advisor (the “Disclosure
        Document”) and is familiar with the matters set forth therein.

       

      (g) The
        representations and warranties made in this Agreement by the Partnership
        and the
        General Partner shall be continuing during the term of this Agreement and
        if at
        any time any event has occurred which would make or tend to make any of the
        foregoing not true, the General Partner will promptly notify
        Advisor.

       

      4. Duties
        of Advisor. Upon the allocation of assets of the Partnership to
        Advisor, Advisor, for that portion of the Partnership’s assets allocated to
        Advisor, shall have sole authority and responsibility for directing the
        investment and reinvestment in Commodity Interests during the term of this
        Agreement and in accordance with the trading policies and trading strategies
        set
        forth in the Prospectus which has been furnished to Advisor and the
        trading

       

      
        
          
          

        

        
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      principles
        of the Advisor’s Global Direction Portfolio Program (Global Directional). If the
        General Partner shall, in its sole discretion, determine that any trading
        instructions issued by Advisor violate those trading policies or strategies,
        then the General Partner may cause any position placed in violation to be
        reversed. Advisor will exercise its best efforts in determining the trades
        in
        Commodity Interests. Changes in Commodity Interests traded shall not be deemed
        material changes in trading policies. Advisor has advised the Partnership
        that
        its past performance and the past performance of its principals as provided
        to
        the General Partner is the result of Advisor’s trading methods as modified and
        refined from time to time. The Partnership acknowledges that the trading
        strategies of Advisor are confidential and proprietary. If a change in Advisor’s
        trading strategies is deemed material in the sole judgment of Advisor, then
        Advisor will not change its trading strategies without at least 10 days prior
        written notice to the General Partner. All commissions and expenses arising
        from
        the trading of, or other transactions in the course of the administration
        of,
        the Partnership’s account shall be charged to the Partnership’s account. The
        General Partner of the Partnership shall deliver to Advisor, and renew when
        necessary, a Commodity Trading Authorization appointing Advisor as the
        Partnership’s agent and attorney-in-fact for the purpose of trading Commodity
        Interests. All trades for the account of the Partnership directed by Advisor
        shall be made through such clearing broker or brokers as the General Partner
        directs (each, a “clearing broker”). Currently, Man Financial Inc. and UBS
        Financial Services Inc. are the Partnership’s only clearing brokers for the
        assets of the Partnership allocated to Advisor. Notwithstanding the foregoing,
        Advisor may place orders for Commodity Interest transactions for the Partnership
        through executing brokers or floor brokers selected by Advisor and may execute
        on behalf of the Partnership “give-up” agreements with such executing brokers or
        floor brokers where necessary; provided that Advisor will from time to time
        provide the General Partner with a list of the executing brokers or floor
        brokers Advisor is then using and the General Partner may, within 5 days
        of
        receiving such list after consultation with Advisor, object to the use of
        an
        executing broker or floor broker and Advisor shall cease using such broker
        on
        behalf of the Partnership. Advisor will not enter into any soft dollar
        commission agreements with any of the clearing brokers or any other broker.
        Any
        over-the-counter contracts in Commodity Interests transacted for the
        Partnership’s trading account will be affected through the clearing broker or
        its affiliates, as agreed upon between Advisor and the General Partner. Advisor
        also from time to time may select other dealers through which any such contracts
        will be traded, with the prior written consent of the General Partner. In
        its
        trading for the Partnership’s account, Advisor shall not engage in “pyramiding,”
as such term is used in the Prospectus.

       

      5. Independence
        of Advisor. Advisor shall for all purposes herein be deemed to be an
        independent contractor and shall, unless otherwise expressly provided or
        authorized, have no authority to act for or represent the Partnership in
        any way
        or otherwise be deemed an agent of the Partnership. Advisor shall not offer
        or
        sell or solicit any offers to purchase the Units. However, when requested
        by the
        General Partner at such reasonable times and upon adequate notice as mutually
        agreed to, Advisor will assist in the general explanation and presentation
        of
        Advisor’s trading strategies and methods solely to the employees of the General
        Partner and, in Advisor’s discretion, to the Partnership’s selling agents or to
        other agents of the General Partner; provided, however, that nothing in this
        section will require Advisor to disclose confidential and proprietary
        information concerning its trading strategies and methods. The parties
        acknowledge that Advisor has, neither alone nor in conjunction with the General
        Partner, been an organizer or promoter of the Partnership. Nothing herein
        contained shall be deemed to require the  

       

      
        
          
          

        

        
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      Partnership
        to take any action contrary to its Partnership Agreement, its Certificate
        of
        Limited Partnership or any applicable statute, regulation or exchange
        rule.

       

      6. Compensation.

       

      (a) In
        consideration of and in compensation for all of the services to be rendered
        by
        Advisor to the Partnership under this Agreement, beginning with the first
        calendar quarter-end following the date of this Agreement, Advisor shall
        receive
        compensation from the General Partner or the Partnership, as applicable,
        as
        follows:

       

      (1) The
        General Partner will pay to Advisor a “Consulting Fee” of 1% per year (computed
        and accrued monthly on the basis of month-end “Allocated Net Assets,” as defined
        in subsection (c) below, and paid quarterly) of such Advisor’s Allocated Net
        Assets.

       

      (2) The
        Partnership will pay to Advisor a quarterly “Incentive Fee” of 20% of “New
        Trading Profits on the Allocated Net Assets of Advisor,” as defined in
        subsection (d) below.

       

      (b) Advisor
        shall not receive any commissions, compensation, remunerations or payments
        whatsoever from any clearing broker with whom the Partnership carries an
        account
        for any transactions executed in the Partnership’s account, nor shall Advisor at
        any time be an “affiliate” of any clearing broker with whom the Partnership
        carries an account, as such term is used in the Partnership
        Agreement.

       

      (c) “Allocated
        Net Assets” means that portion of the Partnership’s Net Assets allocated to
        Advisor by the General Partner and subject to Advisor’s trading discretion
        (including any notional funds), together with any appreciation or depreciation
        in such Allocated Net Assets. “Net Assets” is defined as the total assets of the
        Partnership including all cash and cash equivalents plus the market value
        of all
        open Commodity Interest positions and U.S. Treasury bills, but minus all
        accrued
        liabilities of the Partnership. The market value of a Commodity Interest
        position shall be that price quoted on the exchange on which each such contract
        is traded as of the close of each trading day, or if any such contract is
        not so
        traded, the fair market value of each contract, as determined by the General
        Partner.

       

      (d) “New
        Trading Profits on the Allocated Net Assets of Advisor” shall mean the sum of
        (A) the net of any profits (excluding interest income) and losses realized
        on all trades closed out during the period on such Allocated Net Assets,
        plus
        (B) the net of any unrealized profits and losses on open positions as of
        the end of such period (after deduction for accrued brokerage commissions
        and
        all other transaction fees and costs) on such Allocated Net Assets, minus
        (C) (i) the net of any unrealized profits or losses on open positions
        as of the end of the preceding period (after deduction for accrued brokerage
        commissions and all other transaction fees and costs) on such Allocated Net
        Assets, and (ii) cumulative net realized or unrealized trading losses on
        such Allocated Net Assets (reduced by a proportionate share of realized and
        unrealized trading losses on such Allocated Net Assets attributable to redeemed
        Units or reallocated amounts as of any redemption or reallocation date),
        if any,
        carried forward from all preceding periods since the last period for which
        an
        Incentive Fee was payable to Advisor.

       

      
        
          
          

        

        
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      7. Right
        to Advise Others. Advisor’s present business is advising with respect
        to the purchase and sale of Commodity Interests. The services provided by
        Advisor under this Agreement are not to be deemed exclusive. The General
        Partner
        acknowledges that, subject to the terms of this Agreement, Advisor may render
        advisory, consulting and management services to other clients. Advisor shall
        be
        free to advise others and manage other Commodity Interest trading accounts,
        including accounts owned by it or its principals, during the term of this
        Agreement and to use the same information, computer programs and trading
        strategy which it obtains, produces or utilizes in the performance of services
        for the Partnership. In that connection, however, Advisor represents and
        warrants that: (i) in rendering consulting, advisory and management
        services to other Commodity Interest trading accounts and entities, it will
        use
        its best efforts to achieve an equitable treatment of all accounts and will
        use
        a fair and reasonable system of order entry for all accounts; and (ii) it
        will not deliberately use any trading strategies for the Partnership which
        it or
        its principals know are inferior to those currently offered by Advisor and
        employed by Advisor for other accounts. Advisor agrees to be aware of the
        position limits imposed on certain Commodity Interest contracts by the CFTC
        or
        applicable contract market. Advisor will be entitled to use that portion
        of the
        applicable position limits that bears the same relationship that the
        Partnership’s assets allocated to it bears to all of the Partnership’s assets.
        If, at any time during the term of this Agreement, Advisor is required to
        aggregate the Partnership’s Commodity Interest positions with the positions of
        any other person for purposes of applying the CFTC or exchange imposed
        speculative position limits, Advisor will promptly notify the General Partner
        if
        the Partnership’s positions are included in an aggregate amount which exceeds
        the applicable speculative position limit. Advisor represents that, if
        speculative positions limits are reached in any Commodity Interest contract,
        it
        will modify the trading instructions to the Partnership’s account and its other
        accounts in a reasonable and good faith effort to achieve an equitable treatment
        of all accounts. Advisor currently believes and represents that such speculative
        limits will not materially affect its trading recommendations or strategy
        for
        the Partnership given Advisor’s current accounts and all proposed accounts for
        which each Advisor has a contract to act as a commodity trading
        advisor.

       

      8. Records
        of the Partnership. The General Partner will instruct the clearing
        brokers to furnish copies of all trade confirmations and monthly trading
        reports
        to Advisor. Advisor will maintain a record of all trading orders for the
        Partnership’s account that have been filled and will monitor the Partnership’s
        open positions. Upon the request of the General Partner, Advisor shall permit
        the General Partner or its agent to inspect such information as the General
        Partner may reasonably request for the purpose of confirming that the
        Partnership has been treated equitably with respect to trading engaged in
        during
        the term of this Agreement by all accounts controlled by Advisor or its
        principals. Advisor shall permit the General Partner to inspect the trading
        records of Advisor, its principals and their other clients for the purpose
        of
        confirming that the Partnership is being treated equitably by Advisor, including
        with respect to any modifications of trading strategies resulting from
        speculative position limits and with respect to the assignment of priorities
        of
        order entry to Advisor’s accounts, and the General Partner shall keep such
        information confidential; provided, however, that Advisor may, in its
        discretion, withhold from any such inspection the name of the client for
        whom
        such account is maintained.

       

      
        
          
          

        

        
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      9. Term
        and Termination; Automatic Renewal Provision.

       

      (a) THE
        INITIAL TERM OF THIS AGREEMENT SHALL COMMENCE ON THE DATE HEREOF AND SHALL
        CONTINUE UNTIL THE ONE YEAR ANNIVERSARY OF THE DATE HEREOF. THEREAFTER, THE
        TERM
        OF THIS AGREEMENT WILL AUTOMATICALLY BE EXTENDED FOR ONE YEAR TERMS FROM
        YEAR TO
        YEAR, UNLESS TERMINATED BY EITHER PARTY PURSUANT TO THE TERMS OF
        SUBSECTION (b) BELOW. As used in this Agreement, the term “term”
shall mean the period commencing on the date hereof through the
        effective date
        of the termination of this Agreement, unless the context requires
        otherwise.

       

      (b) The
        General Partner and the Partnership or Advisor may terminate this Agreement
        at
        any time upon no less than 60 days’ written notice to the other. Notwithstanding
        the foregoing, this Agreement also may be terminated on written notice at
        any
        time upon: (i) the General Partner’s withdrawal as General Partner of the
        Partnership, as provided in the Partnership Agreement; (ii) the death,
        disability or loss of services of Patrick Welton or upon Patrick Welton no
        longer taking an active role in the business of Advisor; (iii) the sale of
        or disposition of Advisor; (iv) the inability of Advisor to use its trading
        strategies for the Partnership’s benefit; (v) the suspension, revocation or
        withdrawal of Advisor’s registration as a commodity trading advisor or
        withdrawal of the General Partner’s registration as a commodity pool operator or
        the suspension or termination of any parties’ NFA membership; (vi) a
        material breach of this Agreement by Advisor or the General Partner;
        (vii) a violation by Advisor of the Partnership’s trading policies; or
        (viii) the General Partner’s objection after consultation with Advisor to
        any executing broker used by Advisor. In the event of the termination of
        this
        Agreement by Advisor, Advisor shall be entitled to and the Partnership or
        the
        General Partner, as the case may be as provided in Section 6 above, shall
        pay the quarterly Incentive Fee and quarterly Consulting Fee, computed as
        if the
        effective date of termination were the last day of the then current calendar
        quarter.

       

      10. Indemnity.

       

      (a) In
        any
        threatened, pending or completed action, suit, or proceeding to which Advisor,
        its shareholders, officers, directors, employees or associated persons
        (collectively, “its affiliates”) was or is a party or is threatened to be made a
        party by reason of the fact that Advisor is or was a commodity trading advisor
        of the Partnership or otherwise, the Partnership and the General Partner
        jointly
        and severally shall indemnify and hold harmless, subject to subsection (b)
        below, Advisor and its affiliates against any loss, liability, damage, cost,
        expenses (including attorneys’ fees and accountants’ fees), judgments and
        amounts paid in settlement actually and reasonably incurred by it or its
        affiliates in connection with any action, suit or proceeding if Advisor acted
        in
        good faith and in a manner it reasonably believed to be in or not opposed
        to the
        best interests of the Partnership, and provided that its conduct does not
        constitute negligence or a breach of its fiduciary obligations. The termination
        of any action, suit or proceeding by judgment, order or settlement shall
        not, of
        itself, create a presumption that Advisor did not act in good faith and in
        a
        manner which it reasonably believed to be in or not opposed to the best
        interests of the Partnership.

       

      
        
          
          

        

        
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      (b) Any
        indemnification under subsection (a) above, unless ordered by a court or
        administrative forum, shall be made only as authorized in the specific case
        and
        only upon a determination by independent legal counsel in a written opinion
        that
        indemnification is proper in the circumstances because Advisor has met the
        applicable standard of conduct set forth in subsection (a) above.

       

      (c) To
        the
        extent that Advisor or its affiliates has been successful on the merits or
        otherwise in defense of any action, suit or proceeding referred to in subsection
        (a) above, or in defense of any claim, issue or matter therein, the
        provisions of subsection (b) above shall not apply and the Partnership and
        the General Partner jointly and severally shall indemnify it or its affiliates
        against the expenses, including attorneys’ and accountants’ fees, actually and
        reasonably incurred by it or its affiliates in connection
        therewith.

       

      (d) Expenses
        incurred in defending a threatened or pending civil, administrative or criminal
        action, suit or proceeding against Advisor or its affiliates may in the sole
        discretion of the General Partner, be paid by the Partnership and the General
        Partner jointly and severally in advance of the final disposition of such
        action, suit or proceeding, if and to the extent that the person on whose
        behalf
        such expenses are paid shall agree to reimburse the Partnership and/or the
        General Partner, as applicable, in the event indemnification is not permitted
        under this Section 10.

       

      (e) Advisor
        agrees to indemnify, defend and hold harmless the Partnership, the General
        Partner and the General Partner’s shareholders, officers, directors, employees
        or associated persons (collectively, “its affiliates”) against all liabilities
        incurred by them by reason of any act or omission of Advisor relating to
        the
        Partnership (including costs and expenses of investigating and defending
        any
        claims, demand or suit and attorneys’ and accountants’ fees) if there has been a
        final judicial or regulatory determination that such act or omission materially
        violated the terms of this Agreement or involved gross negligence, fraud,
        recklessness or intentional misconduct on the part of Advisor.

       

      (f) In
        the
        event that any claim, dispute or litigation arises between Advisor and any
        party
        other than the Partnership or the General Partner, which claim, dispute or
        litigation is unrelated to the Partnership’s business, and if the Partnership or
        the General Partner are made a party to such claim, dispute or litigation
        by
        such other party, Advisor shall defend any actions brought in connection
        therewith on behalf of the Partnership and/or the General Partner each of
        whom
        agree to cooperate in such defense and Advisor shall indemnify and hold harmless
        the Partnership and the General Partner from and with respect to any amounts
        awarded to such other party. If any claim, dispute or litigation arises between
        the Partnership and/or the General Partner and any party other than Advisor
        which claim, dispute or litigation is unrelated to Advisor’s business, and if
        Advisor is made a party to such claim, dispute or litigation by such other
        party, the Partnership and the General Partner jointly and severally shall
        defend any actions brought in connection therewith on behalf of Advisor or
        its
        principals, each of whom agree to cooperate in such defense and the Partnership
        and the General Partner jointly and severally shall indemnify and hold harmless
        Advisor and its affiliates from and with respect to any amounts awarded to
        such
        other party. Notwithstanding any other provision of this subsection (f),
        if, in
        any claim as to which indemnity is or may be available, any indemnified party
        reasonably determines that its interests are or may be, in whole or in part,
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      indemnifying
        party, the indemnified party may retain its own counsel in connection with
        such
        claim and shall be indemnified by the indemnifying party for any legal or
        any
        other expenses reasonably incurred in connection with investigating or defending
        such claim.

       

      (g) None
        of
        the foregoing provisions for indemnification shall be applicable with respect
        to
        default judgments, confessions of judgment or settlements entered into by
        the
        party claiming indemnification (“Indemnitee”) without the prior consent of the
        party obligated to indemnify the other party (“Indemnitor”); provided, however,
        that should the Indemnitor refuse to consent to a settlement approved by
        the
        Indemnitee, the Indemnitee may affect such settlement, pay such amount in
        settlement as it shall deem reasonable and seek a judicial or regulatory
        determination with respect to reimbursement by the Indemnitor of any loss,
        liability, damage, cost or expenses (including reasonable attorneys’ and
        accountants’ fees) incurred by the Indemnitee in connection with such settlement
        to the extent such loss, liability, damage, cost or expense (including
        reasonable attorneys’ and accountants’ fees) was caused by or resulted from a
        material violation of this Agreement by the Indemnitor or violation of the
        standard of conduct set forth herein. Notwithstanding the foregoing, the
        Indemnitor shall, at all times, have the right to offer to settle any matters
        and if the Indemnitor successfully negotiates a settlement and tenders payment
        therefore to the Indemnitee, the Indemnitee must either use its best efforts
        to
        dispose of the matter in accordance with the terms and conditions of the
        proposed settlement or the Indemnitee may refuse to settle the matter and
        continue its defense in which latter event the maximum liability of the
        Indemnitor to the Indemnitee shall be the amount of said proposed
        settlement.

       

      (h) The
        foregoing provisions for indemnification shall survive the termination of
        this
        Agreement.

       

      (i) Advisor
        acknowledges as to it that the indemnities provided in this Agreement by
        the
        General Partner and the Partnership to Advisor shall be inapplicable in the
        event of any liability accruing to the extent, if any, caused by or based
        upon
        Advisor’s misrepresentations, omissions or breach of any warranty in this
        Agreement.

       

      11. Reallocation
        of Assets. The General Partner in its sole and absolute discretion may
        allocate assets away from or, with Advisor’s consent to, Advisor as of the first
        day of any month on 10 days’ prior written notice. Any refusal by Advisor to
        accept an allocation of additional assets must be communicated by Advisor
        to the
        General Partner within 8 days prior to the proposed allocation date after
        having
        received the required notice of the proposed allocation from the General
        Partner, or on such shorter notice as is acceptable to the General Partner.
        Notwithstanding the foregoing, the General Partner may reallocate assets
        away
        from Advisor at any time, if the purpose of the reallocation is to meet a
        margin
        call from the Partnership’s clearing brokers resulting from the trading
        activities of another commodity trading advisor engaged by the Partnership,
        but
        only to the extent that such other commodity trading advisor, whose trading
        has
        resulted in the margin call, has no Partnership assets not committed to
        Commodity Interest positions. The General Partner shall immediately notify
        Advisor and all other affected commodity trading advisors engaged by the
        Partnership of any reallocation.

       

      12. Complete
        Agreement. This Agreement among Advisor, the Partnership and the
        General Partner shall constitute all agreements between Advisor and the
        Partnership, shall 

       

      
        
          
          

        

        
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      supersede
        any prior agreements among Advisor, the Partnership and the General Partner,
        and
        no other agreements, verbal or otherwise, shall be binding upon the parties
        to
        this Agreement.

       

      13. Assignment
        and Successors. This Agreement may not be assigned nor the duties
        hereunder delegated by either party without the express written consent of
        the
        other party. This Agreement is made solely for the benefit of, and shall
        be
        binding upon, the parties and their respective successors and assigns, and
        no
        other person shall have any right or obligation under it.

       

      14. Amendment.
        This Agreement may not be amended except by a written instrument signed by
        the
        parties.

       

      15. Notices.
        All notices required to be delivered under this Agreement shall be delivered
        personally or by registered or certified mail, postage prepaid, return receipt
        requested, to (i) Advisor at P.O. Box 6147, Carmel, California
        93921-6147, Attn: Patrick Welton; (ii) to the Partnership and the General
        Partner at Dearborn Capital Management, L.L.C., 555 West Jackson Boulevard,
        Suite 600, Chicago, Illinois, 60604, Attn: David M. Kavanagh;
        (iii) with a copy to Jennifer Durham King, Esq., Vedder, Price,
        Kaufman & Kammholz, P.C., 222 North LaSalle Street, Suite 2600,
        Chicago, Illinois 60601; or (iv) to any other address designated by the
        party to receive the same by written notice similarly given.

       

      16. Notice
        of Threatened, Pending or Completed Actions, Suits or
        Proceedings.

       

      (a) The
        General Partner will immediately give written notice to Advisor of (i) any
        threatened, pending or completed action, suit or proceedings (including without
        limitation any reparations proceedings or administrative proceeding threatened
        or instituted under the CE Act) to which the Partnership was or is a party
        or is
        threatened to be a party; and (ii) any judgments or amounts paid by the
        Partnership in settlement in connection with any such threatened, pending
        or
        completed action, suit or proceeding.

       

      (b) Advisor
        will immediately give written notice to the General Partner of (i) any
        threatened, pending or completed action, suit or proceeding (including without
        limitation any reparations proceeding or administrative proceeding threatened
        or
        instituted under the CE Act) to which Advisor was or is a party or is threatened
        to be a party; and (ii) any judgments or amounts paid by Advisor in
        settlement in connection with any such threatened, pending or completed action,
        suit or proceeding.

       

      (c) Written
        notices required to be given pursuant to this Section 16 shall contain all
        pertinent information concerning the threatened, pending or completed action,
        suit or proceeding and, in the case of any pending or completed action suit
        or
        proceeding, shall include a copy of the complaint, petition or similar documents
        asserting a claim.

       

      (d) The
        General Partner and Advisor agree to use their best efforts to maintain the
        confidentiality of notices received pursuant to this Section 16 and agree
        not to disclose the contents of such notices to persons other than their
        affiliates, or except as may be required, in their good faith judgment, by
        any
        applicable law or regulation.

       

      
        
          
          

        

        
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      17. Governing
        Law. This Agreement shall be governed by and construed in accordance
        with the laws of the State of Illinois applicable to contracts made in that
        State without reference to its conflicts of laws provisions.

       

      18. Notional
        Funds Disclosure. The CFTC requires Advisor to make the following
        disclosure to the Partnership:

       

      (a) You
        should request your commodity trading advisor to advise you of the amount
        of
        cash or other assets (Actual Funds) which should be deposited to the advisor’s
        trading program for your account to be considered “Fully Funded.” This is the
        amount upon which the commodity trading advisor will determine the number
        of
        contracts traded in your account and should be an amount sufficient to make
        it
        unlikely that any further cash deposits would be required from you over the
        course of your participation in the commodity trading advisor’s
        program;

       

      (b) You
        are
        reminded that the account size you have agreed to in writing (the “nominal” or
“notional” account size) is not the maximum possible loss that your account may
        experience; and

       

      (c) You
        should consult the account statements received from your futures commission
        merchant in order to determine the actual activity in your account, including
        profits, losses and current cash equity balance. To the extent that the equity
        in your account is at any time less than the nominal account size, you should
        be
        aware of the following:

       

      (i) Although
        your gains and losses, fees and commissions measured in dollars will be the
        same, they will be greater when expressed as a percentage of account
        equity.

       

      (ii) You
        may
        receive more frequent and larger margin calls.

       

      (iii) The
        disclosures which accompany the performance table may be used to convert
        the
        rates of return (“RORs”) in the performance table to the corresponding RORs for
        particular partial funding levels.

       

      19. Counterparts.
        This Agreement may be executed in any number of counterparts, each of which
        shall be deemed to be an original, but such counterparts shall, together,
        constitute only one instrument.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
         

      

      This
        Agreement has been executed for and on behalf of the undersigned as of the
        date
        first set forth above.

       

      NOTICE:
        THIS AGREEMENT CONTAINS AN AUTOMATIC RENEWAL PROVISION IN SECTION 9
        HEREIN.

       

      
        	
                GRANT
                  PARK FUTURES FUND LIMITED PARTNERSHIP

                 

                By: Dearborn
                  Capital Management, L.L.C.

                 

                By: Dearborn
                  Capital Management, Ltd.,

                its
                  Managing Member

                 

              	 
	
                By: /s/
                  David M.
                  Kavanagh                            
                  

                David
                  M. Kavanagh,

                its
                  President

                 

              	 
	
                DEARBORN
                  CAPITAL MANAGEMENT, L.L.C.

                 

                By: Dearborn
                  Capital Management, Ltd.,

                its
                  Managing Member

                 

              	 
	
                       
                  

                By:  /s/
                  David M.
                  Kavanagh                             
                  

                David
                  M. Kavanagh,

                its
                  President

                 

              	 
	
                WELTON
                  INVESTMENT CORPORATION

                 

                By: /s/
                  Patrick Welton     
                                                   
                  

                Patrick
                  Welton,

                Chief
                  Executive Officer

                 

              	 


      

      


      
        
          
          

        

        
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      COMMODITY
        TRADING AUTHORIZATION

       

      ___________,
        2006

       

      Welton
        Investment Corporation

      P.O.
        Box
        6147

      Carmel,
        California 93921-6147

      Attn:
        Patrick Welton

       

      Dear
        Welton Investment Corporation:

       

      Grant
        Park Futures Fund Limited Partnership (the “Partnership”) does hereby make,
        constitute and appoint you as its attorney-in-fact to purchase and sell
        commodity interests, including futures contracts, forward contracts, options
        on
        futures contracts, forward contracts and on commodities, spot contracts and
        swap
        contracts, through Man Financial Inc., and/or UBS Financial Services Inc.,
        as
        clearing brokers in accordance with the Advisory Contract dated as of
        __________, 2006 among you, the Partnership and the Partnership’s general
        partner, Dearborn Capital Management, L.L.C.

       

      
        	 	
                Very
                  truly yours,

                 

                GRANT
                  PARK FUTURES FUND LIMITED PARTNERSHIP

                 

                By: DEARBORN
                  CAPITAL MANAGEMENT, L.L.C.,

                its
                  General Partner

                 

                By: Dearborn
                  Capital Management, Ltd.,

                its
                  Managing Member

                 

                By:_______________________________________

                David
                  M. Kavanagh,

                its
                  President

                 

              


      

       

      
        
          
            
            

          

          
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