exv10w7






Exhibit 10.7




NON-CUSTODY INVESTMENT ADVISORY AGREEMENT




          THIS AGREEMENT is made this 8th day of July, 2009, by and between  CAMPBELL STRATEGIC ALLOCATION FUND LIMITED PARTNERSHIP,
a Delaware limited partnership, hereinafter called “Principal,” and WILMINGTON TRUST
COMPANY, a Delaware banking corporation, hereinafter called “Investment Advisor.”




          WHEREAS, Principal desires to employ the investment advisory services of Investment
Advisor and Investment Advisor desires to render such services to Principal.




          NOW, THEREFORE, in consideration of the premises and of the mutual covenants set forth
herein, the parties hereby mutually agree as follows:



I. Agreements and Covenants of Investment Advisor.




     Investment Advisor agrees and covenants:



     (a) To review periodically certain property held by or on behalf of Principal from
time to time and identified in Exhibit A attached hereto or hereafter identified by written
notice from Principal to Investment Advisor (the “Property”). Investment Advisor (i) shall
direct the investment, reinvestment and changes in the investment of the Property as it, in
its sole discretion, deems appropriate; provided, however, that such investment,
reinvestment and changes must be in accordance with the investment guidelines set forth in
Exhibit B attached hereto, which may be amended from time to time upon the written
agreement of parties without the need to further amend this Agreement, (ii) shall manage
the investments comprising the Property, and (iii) shall, except as otherwise directed by
Principal, use its best efforts to invest all cash balances, dividends, interest and other
income payments credited with respect to the Property.



     (b) That Investment Advisor shall not have custody of the Property.


II. Agreements and Covenants of Principal.




     (a) To promptly notify Investment Advisor or cause Investment Advisor to be notified
of any and all changes in the identity of the Property.



     (b) To provide such written authorizations as are necessary to custodians or trustees
of the Property and other persons in order for the Investment Advisor’s directions with
respect to the Property to be carried out.



     (c) To furnish Investment Advisor or cause Investment Advisor to be furnished with
such information, authorization and documentation as it may from time to time require to
enable it to carry out its obligations under Paragraph I(a) hereof.



 









 





     (d) That Investment Advisor is hereby appointed agent and attorney-in-fact for
purposes of carrying out its obligations under Paragraph I(a) hereof, with power and
authority to: (i) buy, sell, exchange, convert and otherwise trade in any stocks, bonds
and other securities; and (ii) perform any other acts necessary to carry out its
obligations under this Agreement; provided, however, that such acts shall not include the
authority to deliver or pay securities or other Property to Investment Advisor.



     (e) That except as hereinafter provided, all notices to and agreements with
Investment Advisor hereunder shall be in writing signed by any two of the following
persons:



Thomas P. Lloyd, General Counsel

Campbell & Company, Inc.

2850 Quarry Lake Drive

Baltimore, Maryland 21209

Facsimile: 410-413-4652




Gregory T. Donovan, Chief Financial Officer

Campbell & Company, Inc.

2850 Quarry Lake Drive

Baltimore, Maryland 21209

Facsimile: 410-413-2754




Kevin M. Heerdt, Chief Investment Officer

Campbell & Company, Inc.

2850 Quarry Lake Drive

Baltimore, Maryland 21209

Facsimile: 410-413-2791




Theresa D. Becks, Chief Executive Officer

Campbell & Company, Inc.

2850 Quarry Lake Drive

Baltimore, Maryland 21209

Facsimile: 410-413-4646



provided, however, that the Principal may from time to time designate in writing any person
or organization who shall be authorized to deliver written notices or agreements on behalf
of Principal hereunder. In addition, Investment Advisor shall be entitled to rely on and
shall be protected in relying on any verbal or telephonic advice or instruction which it in
good faith believes to be given by any two of the persons authorized above to give written
instructions, provided that any two persons listed above promptly confirm such instructions
in writing.




     (f) To indemnify and hold, and does hereby indemnify and hold, Investment Advisor
harmless for any loss, cost or other damage arising out of Investment Advisor’s complying
with the terms hereof.



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     (g) To pay to Investment Advisor compensation for its services hereunder in an amount
to be agreed upon from time to time by the parties, or, in absence of such agreement, to be
determined from time to time by application of the current rates then charged by Investment
Advisor for accounts of similar size and character.



     (h) That this Agreement shall be binding upon Principal and Principal’s successors
and assigns.


III. Management Fee.




     The client agrees to pay Investment Advisor an annualized fee based on the percentage
of the principal amount of the Principal’s assets under management by Investment Advisor,
computed and accrued on the average daily market value maintained in the account by the
Principal. The percentage is determined by the following scale:



	 	 	 	 	 	 	 	 	 
	Assets Under Management	 	Percentage	 	Related Fees
	First $200,000,000

	 	 	.09	%	 	$180,000	 	 
	Next $300,000,000

	 	 	.07	%	 	$210,000	 	 
	Next $500,000,000

	 	 	.05	%	 	$250,000	 	 
	Next $500,000,000

	 	 	.03	%	 	$150,000	 	 
	All Additional Assets

	 	 	.02	%	 	Based on Total Amount of
Additional Assets






Investment Advisor shall send to the Principal on a monthly basis an invoice which shows
the amount of the management fee, the average daily market value on which such fee was
based and the specific manner in which the fee was calculated. The Principal reserves the
right to use the average daily market value provided by the custodian of the Property (the
“Custodian”) to confirm the accuracy of the Investment Advisor fees and, upon mutual
agreement of the parties, a fee calculation based on such information provided by the
Custodian may be used as the final determinant of payment amount. The invoice is payable
within 10 business days of receipt and the Principal will notify the Investment Advisor
within five business days after receipt of the statement of any objections or exceptions.



IV. Limitation of Liability.




     Investment Advisor shall have no liability or responsibility:



     (a) To take any action hereunder, other than as specified in Paragraph I(a) hereof.



     (b) For any depreciation in principal of any Property or for any loss or damage
resulting from any investment, reinvestment or change of the Property directed by
Investment Advisor



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hereunder, except to the extent caused by Investment Advisor’s
negligence or willful misconduct.




     (c) To safekeep, inspect or verify the existence of the Property, and Investment
Advisor shall be entitled to rely exclusively on the information set forth in Exhibit A,
Exhibit B and the information provided to it pursuant to Paragraph II(c) hereof.



     (d) For assuming that the authority of any and all persons certified to it under the
seal of Principal and designated by Principal pursuant to Paragraph II(c) hereof, unless
provided otherwise in such designation, shall be continuing until Principal shall deliver a
written revocation of such authority.


V. Termination.




     This Agreement may be terminated at any time by either party upon delivery of written
notice of such termination to the other party. Paragraphs II(f) and II(g) shall survive
termination of this Agreement.


VI. Notices.




     Any notice to be delivered hereunder shall be in writing and shall be effective upon
receipt at the addresses set forth on the signature page hereof, or at such other address
specified in writing by the addressee.


VI. Governing Law.




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



[CONTINUED ON NEXT PAGE]






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     IN WITNESS WHEREOF, the parties hereto have caused their names to be hereto subscribed
by their respective Presidents or Vice Presidents and their corporate seals to be hereto
affixed by their respective Secretaries or Assistant Secretaries, all done in duplicate as
of the day and year first above written.


PRINCIPAL




CAMPBELL STRATEGIC ALLOCATION FUND L.P.

By Campbell & Company, Inc., its General Partner




	 	 	 	 	 	 	 	 	 

	By:

	 	/s/ Thomas P. Lloyd
	 	 	 	By:
	 	/s/ Gregory T.Donovan
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Thomas P. Lloyd
	 	 	 	 	 	Name: Gregory T. Donovan
	 

	 	Title: General Counsel
	 	 	 	 	 	Title:   Chief Financial Officer






 Address:

Campbell & Company, Inc.

2850 Quarry Lake Drive

Baltimore, Maryland 21209

Facsimile: 410-413-4652

Attention: Thomas P. Lloyd

                     General Counsel




INVESTMENT ADVISOR




	 	 	 	 	 
	WILMINGTON TRUST COMPANY

 	 
	By:  	/s/ Dominick J. D’Eramo
 	 
	 	Name:  	Dominick J. D’Eramo 	 
	 	Title:  	Vice President 	 
	 



Address:




Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-0001

Attention:  Dominick J. D’Eramo

Telecopier No.: (302) 636-4149










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EXHIBIT A




LIST OF PROPERTY



 









 





EXHIBIT B




INVESTMENT GUIDELINES




	1.	 	The investment, reinvestment and changes in the investment of the Property must be
done in accordance with the Campbell & Company, Inc. & Campbell & Company Investment
Advisor Cash Management Policy (the “Policy”), a current copy of which has been
delivered to the Investment Advisor. In the event the Policy is changed, Principal
shall provide the Investment Advisor with thirty (30) days written notice prior to the
effective date of such change.