Unassociated Document


    Exhibit
10.02

     

    CONFIDENTIAL
TREATMENT REQUESTED.  Confidential portions of this document have been
redacted and have been separately filed with the Commission.

     

     

    AMENDED
AND RESTATED ADVISORY AGREEMENT

     

    THIS
AMENDED AND RESTATED AGREEMENT, made as of September 16, 2008, among JWH Global
Trust, a Delaware statutory business trust (the “Fund”), R.J. O’Brien Fund
Management, LLC, a Delaware limited liability company (the “Managing Owner”),
and  John W. Henry & Company, Inc, a Florida corporation (the
“Trading Advisor”).

     

    W
I T N E S S E T H :

     

    WHEREAS, the Fund has been
organized as a Delaware statutory business trust  pursuant to its
organizational documents to, among other things, directly or indirectly through
one or more commodity trading advisors, trade, buy, sell, spread, or otherwise
acquire, hold, or dispose of commodities (including, but not limited to, foreign
currencies, mortgage-backed securities, money market instruments, financial
instruments, and any other securities or items which are now, or may hereafter
be, the subject of futures contract trading), domestic and foreign commodity
futures contracts, forward contracts, foreign exchange commitments, options on
physical commodities and on futures contracts, spot (cash) commodities and
currencies, exchange of futures contracts for physicals transactions, exchange
of physicals for futures contracts transactions, and any rights pertaining
thereto, whether traded on an organized exchange or otherwise (hereinafter
referred to collectively as “futures interests;” provided, however, such
definition shall exclude securities futures products as defined by the Commodity
Futures Trading Commission (“CFTC”), options in securities futures and options
in equities) and securities (such as United States Treasury securities) approved
by the CFTC for investment of customer funds and other securities on a limited
basis, and to engage in all activities incident thereto;

     

    WHEREAS, the Fund is a
commodity pool operated by the Managing Owner; and the Fund’s units are being
offered pursuant to a registration statement on Form S-1 (No. 333-146177) as
from time to time amended filed under the Securities Act of 1933, as
amended;

     

    WHEREAS, the Trading Advisor
has acted as the Fund’s sole trading advisor since the Fund’s inception pursuant
to an advisory agreement dated as of April 3, 1997 and subsequently
amended;

     

    WHEREAS, the Trading Advisor
is willing to continue to provide the services and undertake the obligations as
set forth herein;

     

    WHEREAS, the Fund and the
Managing Owner each desires the Trading Advisor to continue to act as a trading
advisor for the Fund and to make investment decisions with respect to futures
interests for the Fund and the Trading Advisor desires so to act;

     

    WHEREAS, this Agreement amends
and restates the advisory agreement dated April 3, 2007, among the Trading
Advisor, the Fund and the Managing Owner, as amended, in its entirety, except as
described in Section 12 of this Agreement; and

     

    WHEREAS, the Fund, the
Managing Owner and the Trading Advisor wish to enter into this Agreement which,
among other things, sets forth certain terms and conditions

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
upon
which the Trading Advisor will conduct the futures interest trading with respect
to a portion of the Fund’s assets, as described herein;

     

    NOW, THEREFORE, the parties
hereto hereby agree as follows:

     

    
      	
              1.  

            	
              Undertakings in
      Connection with the Continuing Offering of
  Units.

            


    

     

    (a) The
Trading Advisor agrees with respect to the continuing offering of interests
(“Units”) in the Fund: (i) to make all disclosures regarding itself, its
principals and affiliates, its trading performance, its trading systems, methods
and strategies (subject to the need, in the reasonable discretion of the Trading
Advisor, to preserve the secrecy of Proprietary Information (as defined in
Section 1(c) hereof) concerning such systems, methods and strategies), any
client accounts over which it has discretionary trading authority (other than
the names of or identifying information with respect to any such clients), and
otherwise, as the Fund may reasonably require (x) in connection with Fund’s
offering materials (the “Prospectus”) as required by Rule 4.21 of the
regulations under the Commodity Exchange Act (the “CEAct”), and the rules and
regulations of the Securities and Exchange Commission (the “SEC”) including in
connection with any amendments or supplements thereto, or (y) to comply with any
other applicable law or rule or regulation, including those of the CFTC, the
National Futures Association (the “NFA”), the SEC, or any other regulatory or
self-regulatory body, exchange, or board with jurisdiction over its members (or
to comply with the reasonable request of the aforementioned organizations); and
(ii) to otherwise cooperate with the Fund and the Managing Owner by providing
information regarding the Trading Advisor in connection with the preparation of
the Prospectus, including any amendments or supplements thereto, as part of
making application for registration of the Units under the securities or blue
sky laws of any jurisdictions, including foreign jurisdictions, as the Fund may
deem appropriate; provided that all such disclosures are subject to the need, in
the reasonable discretion of the Trading Advisor, to preserve the secrecy of
Proprietary Information concerning its clients, systems methods and strategies.
As used herein, unless otherwise provided, the term “principal” shall have the
meaning as defined in Rule 4.10(e) of the CFTC’s regulations and the term
“affiliate” shall mean an individual or entity that directly or indirectly
controls, is controlled by, or is under common control with, such
party.  The Managing Owner may, in its sole discretion and at any
time, withdraw the SEC registration of the Units or discontinue the offering of
Units.

     

    (b) If the
Trading Advisor becomes aware of any materially untrue or misleading statement
or omission regarding itself or any of its principals or affiliates in the
Disclosure Document (as defined in Section 19 hereof), or of the occurrence of
any event or change in circumstances which would result in there being any
materially untrue or misleading statement or omission in the Disclosure Document
regarding itself or any of its principals or affiliates, the Trading Advisor
shall promptly notify the Managing Owner and shall cooperate with the Managing
Owner in the preparation of any necessary amendments or supplements to the
Prospectus. Neither the Trading Advisor nor any of its principals, or
affiliates, or any stockholders, officers, directors, or employees shall
distribute the Prospectus or selling literature or shall engage in any selling
activities whatsoever in connection with the continuing offering of Units except
as may be specifically approved by the Managing Owner and agreed to by the
Trading Advisor.

     

    
      
        
        

      

      
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    (c) For
purposes of this Agreement, and notwithstanding any of the provisions hereof,
all non-public information relating to the Trading Advisor including, but not
limited to, records, whether original, duplicated, computerized, handwritten, or
in any other form, and information contained therein, business and/or marketing
and/or sales plans and proposals, names of past and current clients, names of
past, current and prospective contacts, trading methodologies, systems,
strategies and programs, trading advice, trading instructions, results of
proprietary accounts, training materials, research data bases, portfolios, and
computer software, and all written and oral information, to the extent that any
of such information is furnished by the Trading Advisor in the course of
providing trading advice to the Fund or information in connection with the
preparation of the Fund’s prospectus or other offering materials, to the Fund
and the Managing Owner and/or their officers, directors, employees, agents
(including, but not limited to, attorneys, accountants, consultants, and
financial advisors) or controlling persons (each a “Recipient”), regardless of
the manner in which it is furnished, together with any analysis, compilations,
studies or other documents or records which are prepared by a Recipient of such
information and which contain or are generated from such information, regardless
of whether explicitly identified as confidential, with the exception of
information which (i) is or becomes generally available to the public other than
as a result of acts by the Recipient in violation of this Agreement, (ii) is in
the possession of the Recipient prior to its disclosure pursuant to the terms
hereof, (iii) is or becomes available to the Recipient from a source that is not
bound by a confidentiality agreement with regard to such information or by any
other legal obligation of confidentiality prohibiting such disclosure, or (iv)
that is independently developed by the Recipient without use of the confidential
information described in this Section 1(c), are and shall be confidential
information and/or trade secrets and the exclusive property of the Trading
Advisor (“Confidential Information” and/or “Proprietary
Information”).

     

    (d) The Fund
and the Managing Owner each warrants and agrees that they and their respective
officers, directors, members, equity holders, employees and agents (including
for purposes of this Agreement, but not limited to, attorneys, accountants,
consultants, and financial advisors) will protect and preserve the Confidential
Information and will disclose Confidential Information or otherwise make
Confidential Information available only to the Fund’s or the Managing Owner’s
officers, directors, members, equity holders, employees and agents (including
for purposes of this Agreement, but not limited to, attorneys, accountants,
consultants, and financial advisors), who need to know the Confidential
Information (or any part of it) for the purpose of satisfying  Fund’s
or Managing Owner’s fiduciary, legal, reporting, filing or other obligations
hereunder or to monitor performance in the account during the term of this
Agreement or thereafter, or  the Fund, Managing Owner or a Recipient,
as the case may be, is required to disclose such Confidential Information due to
a fiduciary obligation or legal or regulatory request. Additionally, the Fund
and the Managing Owner each warrants and agrees that it and any Recipient will
use the Confidential Information solely for the purpose of satisfying the Fund’s
or the Managing Owner’s obligations under this Agreement and not in a manner
which violates the terms of this Agreement.

     

    
      	
              2.  

            	
              Duties of the Trading
      Advisor.

            


    

     

    (a) The
Trading Advisor hereby agrees to continue to act as a trading advisor to the
Fund after its conversion to a multi –advisor format on or about November 1,
2008   with respect to a portion of the assets of the Fund then
allocated to the Trading Advisor,  and, as such,

     

    
      
        
        

      

      
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shall
have exclusive authority and responsibility for directing the investment and
reinvestment of that portion of the Fund’s assets allocated to the Trading
Advisor, which shall consist of the Allocated Net Assets (as defined in
Section  5 (c) hereof) plus “notional” funds, if any, allocated to the
Trading Advisor, as specified in writing by the Managing Owner and consented to
by the Trading Advisor (the “Assets”), on the terms and conditions and in
accordance with the prohibitions and the trading policies set forth in Exhibit A
to this Agreement as amended from time to time and provided in writing to the
Trading Advisor by the Managing Owner (the “Trading Policies”); provided, however, that the
Managing Owner may override the instructions of the Trading Advisor with
concurrent  notice to the Trading Advisor to the extent necessary (i)
to comply with the Trading Policies and with applicable speculative position
limits, (ii) to fund any distributions or redemptions, (iii) to pay the Fund’s
expenses, (iv) to the extent the Managing Owner believes doing so is necessary
for the protection of the Fund, (v) to terminate the futures interest trading of
the Account (as defined in Section 4) with the Trading Advisor, or (vi) to
comply with any applicable law or regulation. The Managing Owner agrees not to
override any such instructions for the reasons specified in clauses (ii) or
(iii) of the preceding sentence unless the Trading Advisor fails to comply with
a request of the Managing Owner to make the necessary amount of funds available
to the Fund within two trading days of such request.  The Trading
Advisor shall not be liable for the consequences of any decision by the Managing
Owner to override instructions of the Trading Advisor, except to the extent that
such consequences result from a material breach of this Agreement by the Trading
Advisor or the Trading Advisor fails to comply with the Managing Owner’s
decision to override an instruction after such an override decision has been
communicated in writing to the Trading Advisor for action by the Trading
Advisor.  Notwithstanding anything to the contrary contained in this
Agreement, the Fund shall have the right to instruct the Trading Advisor to
liquidate any or all positions at any time.  The Fund and the Managing
Owner acknowledge that the Trading Advisor makes no guarantee that that the
trading directed by it will be profitable or will avoid losses.

     

    (b) The
Trading Advisor shall:

     

    (i) Exercise
good faith and due care in trading futures interests for the account of the Fund
in accordance with the Trading Policies, and the trading systems, methods, and
strategies of the Trading Advisor described in the Disclosure Document, with
such changes and additions to such trading systems, methods or strategies as the
Trading Advisor, from time to time, incorporates into its trading approach for
accounts the size of the Fund.

     

    (ii) Provide
the Managing Owner, within 45 days of the end of a calendar quarter, and within
45 days of a separate request which the Managing Owner may make from time to
time, with information comparing the performance of the   Account
( as defined in Section 4 hereof)  and the performance of all other
client accounts (“Other Accounts”) directed by the Trading Advisor using the
trading systems used by the Trading Advisor on behalf of the Fund over a
specified period of time for the purpose of confirming that the Fund has been
treated equitably compared to such Other Accounts.  In providing such
information, the Trading Advisor may take such steps as are necessary to assure
the confidentiality of the Trading Advisor’s clients’ identities. The Trading
Advisor shall, upon the Managing Owner’s request, consult with the Managing
Owner concerning any material discrepancies between the performance of such
Other

     

    
      
        
        

      

      
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Accounts
and the Fund’s account. The Trading Advisor shall promptly inform the Managing
Owner in writing of any material discrepancies of which the Trading Advisor is
aware. The Managing Owner acknowledges that the following differences in
accounts may cause divergent trading results:  different trading
strategies, methods or degrees of leverage, different trading policies, accounts
experiencing differing inflows or outflows of equity, different risk profiles,
accounts which commence trading at different times, procedures governing the
timing for the commencement of trading and moving towards full portfolio
commitment for new accounts, the interest arrangements for an account, the
brokerage rates paid by an account, the timing or orders to open and close
positions, market conditions that  affect the quality of trade
execution, variations in fill prices, and accounts which have different
portfolios or different fiscal years.

     

    (iii) Inform
the Managing Owner when the Trading Advisor’s open positions maintained by the
Trading Advisor exceed the Trading Advisor’s applicable speculative position
limits.

     

    (iv) Upon
request of the Managing Owner, promptly provide the Managing Owner with all
information concerning the Trading Advisor and its activities reasonably
requested by the Managing Owner (including, without limitation, information
relating to changes in control, key personnel, trading approach, or financial
condition).  Additionally, the Trading Advisor agrees to furnish R.J.
O’Brien & Associates, LLC (“RJOB”) by telephone, facsimile or electronic
data transmission  (i) a final report of all trades at the end of each
business day and (ii) a report of any trade made involving a position with a
required initial margin equal to 10% or more of the Assets within 30 minutes of
the Trading Advisor’s receipt of confirmation, verbal or otherwise, from the
executing broker that such a trade has been executed.  The Trading
Advisor further acknowledges and agrees that the timely provision of all such
information is of the essence in order to enable the Fund, the Fund’s agents
designated in writing to the Trading Advisor, and RJOB to monitor and comply
with mandatory risk control algorithms imposed upon the operation of the
Fund.

     

    (c) All
purchases and sales of futures interests pursuant to this Agreement shall be for
the account, and at the risk, of the Fund and not for the account, or at the
risk of the Trading Advisor or any of its affiliates or each of their
principals, stockholders, directors, officers, or employees, or any other
person, if any, who controls the Trading Advisor. All brokerage commissions and
related transaction fees arising from such trading by the Trading Advisor shall
be for the account of the Fund.

     

    (d) Subject
to Section 8(a) hereof, *. The Trading Advisor shall have an affirmative
obligation to promptly notify the Managing Owner upon discovery of its own
errors with respect to the account, and the Trading Advisor shall use its best
efforts to identify and promptly notify the Managing Owner of any order or trade
which the Trading Advisor reasonably believes was not executed in accordance
with its instructions to any Commodity Broker or such other commodity broker
utilized to execute orders for the Fund.

     

    
      -----------------------

        *
Confidential material redacted and filed separately with the
Commission.

         

        
        

      

      
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    (e) Prior to
the commencement of trading by the Fund, the Managing Owner, on behalf of the
Fund, shall deliver to the Trading Advisor a trading authorization appointing
the Trading Advisor one of the Fund’s attorneys-in-fact for such purpose (a form
of which is attached hereto as Exhibit B).

     

    (f) In
performing services to the Fund, beginning on or about November 1, 2008 (the
“Effective Date”), the Trading Advisor shall utilize its JWH Diversified Plus
trading program (the “Trading Program”),
as described in the Disclosure Document, and as modified from time to time by
written agreement between the parties. The Trading Advisor shall give the
Managing Owner prior written notice of any change in a Trading Program that the
Trading Advisor considers to be material (and shall not effect such change on
behalf of the Fund without the Managing Owner’s consent), including any
additional futures interests to be traded by the Trading Advisor not already
listed on Exhibit C.  Changes in the futures interests traded,
provided that such futures interests are listed on Exhibit C, shall not be
deemed a modification of the Trading Program. Changes in the trading size to
equity ratio within a Trading Program are not deemed to be material changes and
shall not require advance approval by the Fund or Managing Owner. 

     

    


    
      	
              3.  

            	
              Trading Advisor as an
      Independent Contractor.

            


    

     

    For all
purposes of this Agreement, the Trading Advisor shall be deemed to be an
independent contractor and shall, unless otherwise expressly provided herein or
authorized, have no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund.  Nothing contained herein
shall be deemed to require the Fund to take any action contrary to its governing
documents as from time to time in effect, or any applicable law or rule or
regulation of any regulatory or self-regulatory body, exchange, or board.
Nothing herein contained shall constitute the Trading Advisor, other trading
advisors retained now or hereafter for the Fund  or the Managing Owner
as members of any partnership, joint venture, association, syndicate or other
entity, or be deemed to confer on any of them any express, implied, or apparent
authority to incur any obligation or liability on behalf of any other. It is
expressly agreed that the Trading Advisor is neither a promoter, sponsor, or
issuer with respect to the Fund, nor does the Trading Advisor have any authority
or responsibility with respect to the offer, sale or issuance of Units. All
trading conducted by the Trading Advisor for the Fund shall be conducted
independently of any other trading advisors retained by the Fund.

     

    
      	
              4.  

            	
              Commodity
      Broker.

            


    

     

    The
Trading Advisor shall effect all transactions in futures interests for the Fund
through the Fund’s separate account of the Fund to be traded exclusively by the
Trading Advisor (the “Account”) maintained with RJOB or such commodity broker or
brokers as the Managing Owner shall direct and appoint from time to time (the
“Commodity Brokers”). The Fund shall instruct the Broker to provide copies of
all statements for the Account to the Trading Advisor.

     

    Notwithstanding
the foregoing, the Trading Advisor may execute trades through floor brokers
other than those employed by RJOB and its affiliates so long as arrangements
(including executed give-up agreements) are made for such floor brokers to
“give-up” or transfer

     

    
      
        
        

      

      
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the
positions to RJOB in conformity with the Trading Policies set forth in Exhibit A
attached hereto.

     

    
      	
              5.  

            	
              Fees.

            


    

     

    (a) For the
services to be rendered to the Fund by the Trading Advisor under this
Agreement:

     

    (i) The Fund
shall pay the Trading Advisor a monthly management fee equal to 1/12 of *% (a *% annual rate) of the Assets allocated to
it (as defined in Section 2(a) hereof) as of the last day of each month (the
“Management Fee”).  The Management Fee is payable in arrears within
20 Business Days of
the end of the month for which it was calculated.  For purposes of
this Agreement, “Business Day” shall mean any day which the securities markets
are open in the United States.

     

    (ii) The Fund
shall pay the Trading Advisor an incentive fee equal to 20% of the New Trading
Profit (as defined in Section 5(d) hereof) that shall accrue monthly but is not
payable until the end of each calendar quarter (the “Incentive
Fee”).    The Incentive Fee is payable within 20 Business
Days of the end of the calendar quarter for which it was
calculated.

     

    (b) If this
Agreement is terminated or assets allocated away from the Trading Advisor
(whether due to redemptions, reallocations to other advisors for the Fund or
distributions) on a date other than the last day of a calendar quarter, the
Incentive Fee shall be determined and paid as if such date were the end of a
calendar quarter (in the case of assets allocated away from the Trading Advisor,
only with respect to such assets). If this Agreement is terminated on a date
other than the end of a month, the Management Fee described above shall be
determined as if such date were the end of a month, but such fee shall be
prorated based on the ratio of the number of trading days in the month through
the date of termination to the total number of trading days in the month. If,
during any month after the Trading Advisor commences trading operations on
behalf of the Account, the Fund does not conduct business operations, or
suspends trading for the Account, or, as a result of an act or material failure
to act by the Trading Advisor, is otherwise unable to utilize the trading advice
of the Trading Advisor on any of the trading days of that month for any reason,
the Management Fee shall be prorated based on the ratio of the number of trading
days in the month which the Account engaged in trading operations or utilizes
the trading advice of the Trading Advisor to the total number of trading days in
the month. In the event that there is an increase or decrease in the Assets as
of any day other than the first day of a month, the Trading Advisor shall be
paid a pro rata Management Fee on such increase or decrease in the Assets for
such month.

     

    (c) The term
“Allocated Net Assets” shall mean the assets of the Fund allocated to the
Account (including, but not limited to, all cash and cash equivalents, accrued
interest and amortization of original issue discount, and the market value
(marked-to-market) of all open futures interest positions and other assets of
the Account) less all liabilities of the Fund allocated to the Account
determined in accordance with generally accepted accounting
principles
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      *
Confidential material redacted and filed separately with the
Commission.

    

     

    
      
        
        

      

      
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consistently
applied under the accrual basis of accounting.   The Management
Fee shall be calculated before deduction for the Management Fee, distributions,
redemptions, reallocations and Incentive Fees.  Unless generally
accepted accounting principles require otherwise, the market value of a futures
or option contract traded on a United States exchange shall mean the settlement
price on the exchange on which the particular futures or option
contract  is traded by the Trading Advisor on behalf of the Account
with respect to which the Net Assets are being determined; provided, however, that if a
contract could not be liquidated on such day due to the operation of daily
limits or other rules of the exchange on which that contract shall be traded or
otherwise, the settlement price on the first subsequent day on which the
contract could be  liquidated shall be the market value of such
contract for such day, or if a contract could not be liquidated on such day due
to the exchange being closed for an exchange holiday, the settlement price on
the most recent preceding day on which the contract could have been liquidated
shall be the market value of such contract for such day.  The market
value of a forward contract or a futures or option contract traded on a foreign
exchange or market shall mean its market value as determined by the Managing
Owner on a basis consistently applied for each different variety of
contract.

     

    (d)  The
term “New Trading Profit” shall mean net futures interest trading profits
(realized and unrealized) on the Assets, decreased by the Trading Advisor’s
monthly Management Fees and brokerage commissions and NFA fees applicable
to the Account; provided
further, New
Trading Profit shall also be reduced by an amount equal to the prior trading
losses on the Fund's assets traded by the Trading Advisor on the date
immediately prior to the Effective Date of this Agreement multiplied by a
percentage equal to the percentage of Fund assets to be traded by the Trading
Advisor as of the Effective Date of this Agreement. Such trading profits and
items of decrease shall be determined from the end of the last calendar quarter
in respect of which an Incentive Fee was earned by the Trading Advisor. With
respect to New Trading Profits, Extraordinary expenses do not reduce New Trading
Profit. Interest income is not included in New Trading Profit. New Trading
Profit shall be calculated before reduction for Incentive Fees paid or accrued
so that the Trading Advisor does not have to earn back Incentive
Fees.

     

    (e) If any
payment of Incentive Fees is made to the Trading Advisor on account of New
Trading Profit earned by the Trading Advisor and the Trading Advisor thereafter
fails to earn New Trading Profit or experiences losses for any subsequent
incentive period, the Trading Advisor shall be entitled to retain such amounts
of Incentive Fees previously paid to the Trading Advisor in respect of such New
Trading Profit.

     

    (f) No
Incentive Fees shall be payable to the Trading Advisor until the Trading Advisor
has earned New Trading Profit; provided, however, that if the Assets are
reduced because of redemptions, a reallocation of Assets, or a distribution that
occurs at the end of, and/or subsequent to, a calendar quarter in which the
Trading Advisor experiences a futures interest trading loss for the Fund, the
trading loss that must be recovered before the Trading Advisor will be deemed to
experience New Trading Profit in a subsequent calendar quarter will be equal to
the amount determined by (x) dividing the Assets after such decrease by the
Assets  immediately before such decrease and (y) multiplying that
fraction by the amount of the unrecovered futures interest trading loss prior to
such decrease. In the event that the Trading Advisor experiences a trading loss
in more than one calendar quarter without the Fund paying an

     

    
      
        
        

      

      
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intervening
Incentive Fee and Assets are reduced in more than one such calendar quarter
because of redemptions, a reallocation of Assets, or a distribution, then the
trading loss for each such calendar quarter shall be adjusted in accordance with
the formula described above and such reduced amount of futures interest trading
loss shall be carried forward and used to offset subsequent futures interest
trading profits..

     

    (g)     Upon
request from the Trading Advisor, the Managing Owner shall provide the data
supporting any fee calculations.

    


    
      	
              6.  

            	
              Designation of
      Additional Trading Advisors and Reallocation of Net
      Assets

            


    

     

    (a)           If
the Managing Owner at any time deems it to be in the
best  interests  of  the  Fund,
the  Managing Owner may designate  one or more additional
trading advisors for  the Fund
and  may  apportion  to  such  additional
trading advisor(s) the management of such amounts of the Fund’s assets
as  the Managing Owner shall determine in its absolute
discretion.   The designation of an additional trading advisor or
advisors and  the apportionment of the Fund’s assets to such trading
advisor(s)  pursuant
to  this  Section  6 shall neither terminate
this  Agreement  nor modify in any regard the respective
rights and obligations of the Fund, the Managing Owner
and  the  Trading Advisor hereunder.  In the event
that assets are reallocated from the Trading  Advisor,  the
Trading Advisor shall  thereafter  receive
management  and  incentive  fees  based,  respectively,
on Assets, as reduced pursuant to this Section 6(a) and  the
Trading  Profits attributable to such reduced Assets.

    (b)           The
Managing Owner may at any time and from time to time upon three business days'
prior notice reallocate Assets to any other trading advisor or advisors of the
Fund or allocate additional Assets upon three business days' prior notice to the
Trading Advisor from such other trading advisor or advisors; provided that any
such addition to or withdrawal from Assets will only take place on the last day
of a month unless the Managing Owner determines that the best interests of the
Fund require otherwise.  The Trading Advisor shall have the right to
refuse any additional allocations to be made pursuant to this Section
6(b).

    


    (c)           The
Managing Owner shall not, without the consent of the Trading Advisor, allocate
to the Trading Advisor "notional" assets of the Fund.

    


    
      	
              7.  

            	
              Term

            


    

     

    (a) This
Agreement shall continue in effect for a period of one year from the date the
Agreement was entered into unless otherwise terminated as set forth in this
Section 7. The Trading Advisor may terminate this Agreement at the end of such
one-year period by providing prior written notice of termination to the Fund at
least sixty days prior to the expiration of such one-year period. If the
Agreement is not terminated upon the expiration of such one-year period, this
Agreement shall automatically renew for an additional one-year period and shall
continue to renew for additional one-year periods until this Agreement is
otherwise terminated, as provided for herein.  This Agreement shall
automatically terminate if the Fund is dissolved.

     

    (b) The Fund
and Managing Owner each shall have the right to terminate this Agreement in its
discretion (i) at any month end upon five days  prior written notice
to the

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
Trading
Advisor, or (ii) at any time upon prior written notice to the Trading Advisor
upon the occurrence of any of the following events: (A) if John W.
Henry  ceases for any reason to be a “principal” of the Trading
Advisor; (B) if the Trading Advisor becomes bankrupt or insolvent; (C) if the
Trading Advisor is unable to use its trading systems or methods as in effect on
the date hereof and as modified in the future for the benefit of the Fund; (D)
if the registration, as a commodity trading advisor, of the Trading Advisor with
the CFTC or its membership in the NFA is revoked, suspended, terminated, or not
renewed, or limited or qualified in any respect; (E) if the Trading Advisor
merges or consolidates with, or sells or otherwise transfers its advisory
business, or all or a substantial portion of its assets, any portion of its
futures interest trading systems or methods, or its goodwill to, any individual
or entity other than to another entity controlled by John W. Henry; (F) if, at
any time, the Trading Advisor violates any Trading Policy or administrative
policy, except with the prior express written consent of the Managing Owner; or
(G) if the Trading Advisor fails in a material manner to perform any of its
obligations under this Agreement.

     

    (c) The
Trading Advisor may terminate this Agreement at any time, upon thirty days’
prior written notice to the Fund and Managing Owner, in the event: (A) that the
Managing Owner imposes additional trading limitation(s) in the form of one or
more Trading Policies or administrative policies that the Trading Advisor does
not consent to, such consent not to be unreasonably withheld; (B) the Managing
Owner objects to the Trading Advisor implementing a proposed material change to
the Trading Program and the Trading Advisor certifies to the Managing Owner in
writing that it believes such change is in the best interests of the Fund; (C)
the Managing Owner or the Fund materially breaches this Agreement and does not
correct the breach within ten days of receipt of a written notice of such breach
from the Trading Advisor; (D) the Assets fall below $* (after adding back trading losses) at any
time; (E) the Fund becomes bankrupt or insolvent, (F) the registration of the
Managing Owner with the CFTC as a commodity pool operator or its membership in
the NFA is revoked, suspended, terminated or not renewed, or limited or
qualified in any respect or (G) the Managing Owner overrides a trading
instruction other than as specified in Section 2(a)..  If the Managing
Owner or Fund merges, consolidates or sells a substantial portion of its assets
pursuant to Section 12 of this Agreement, the Trading Advisor may terminate this
Agreement upon prior written notice to the Managing Owner and Fund.

     

    (d) Except as
otherwise provided in this Agreement, any termination of this Agreement in
accordance with this Section 7 shall be without penalty or liability to any
party, on account of such termination.

     

    (e) The
indemnities set forth in Section 8 hereof shall survive any termination of this
Agreement.


    


    
      	
              8.  

            	
              Standard of Liability:
      Indemnifications.

            


    

     

    
      -----------------------

        *
Confidential material redacted and filed separately with the
Commission.

         

        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (a) Limitation of Trading
Advisor Liability. In respect of the Trading Advisor’s role in the
futures interests trading of the Account , the Trading Advisor shall not be
liable to the Fund or the Managing Owner or their partners, directors, officers,
principals, managers, members, shareholders, employees, controlling persons or
successors and assigns except that the Trading Advisor shall be liable for acts
or omissions that constitute a breach of this Agreement or a representation,
warranty or covenant herein, misconduct or negligence, or are the result of the
Trading Advisor not having acted in good faith and in the reasonable belief that
such actions or omissions were in, or not opposed to, the best interests of the
Fund. Mr.  John W. Henry shall have no liability to the Fund or
Managing Owner under this Agreement or in connection with the transactions
contemplated by it, except for fraud or misconduct by Mr. Henry.

     

    (b) Trading Advisor Indemnity in
Respect of Management Activities. The Trading Advisor shall indemnify,
defend and hold harmless the Fund and the Managing Owner, their controlling
persons, their affiliates and their respective directors, officers, principals,
managers, members, shareholders, employees and controlling persons from and
against any and all losses, claims, damages, liabilities (joint and several),
costs, and expenses (including any reasonable investigatory, legal, accounting
and other expenses incurred in connection with, and any amounts paid in, any
litigation or other proceeding or any settlement; provided that, solely in the
case of a settlement, the Trading Advisor shall have approved such settlement)
incurred as a result of any action or omission involving the business or
activities undertaken by the Trading Advisor pursuant to this Agreement,
provided that such liability arises from an act or omission of the Trading
Advisor, or any of its controlling persons or affiliates or their respective
directors, officers, partners, shareholders or employees which is, found by a
court of competent jurisdiction upon entry of a final judgment (or, if no final
judgment is entered, by an opinion rendered by counsel who is approved by the
Fund and the Trading Advisor, such approval not to be unreasonably withheld) to
be a breach of this Agreement or a representation, warranty or covenant herein,
the result of bad faith, misconduct or negligence, or conduct not done in good
faith in the reasonable belief that it was in, or not opposed to, the best
interests of the Fund.  The termination of any demand, claim, lawsuit,
action or proceeding by settlement shall not, in itself, create a presumption
that the conduct in question was not undertaken in good faith in a manner
reasonably believed to be in, or not opposed to, the best interest of the
Fund.

     

    (c) Fund Indemnity in Respect of
Management Activities.  The Fund and the Managing Owner shall,
jointly and severally,  indemnify, defend and hold harmless the
Trading Advisor, its controlling persons, their affiliates and their respective
directors, officers, principals, managers, members, shareholders, employees and
controlling persons, from and against any and all losses, claims, damages,
liabilities (joint and several), costs and expenses (including any reasonable
investigatory, legal, accounting and other expenses incurred in connection with,
and any amounts paid in, any litigation or other proceeding or any settlement;
provided that, solely in the case of a settlement, the Fund shall have approved
such settlement) resulting from a demand, claim, lawsuit, action or proceeding
(other than those incurred as a result of claims brought by or in the right of
an indemnified party) relating to the business or activities undertaken by the
Trading Advisor pursuant to this Agreement or a breach of this Agreement or a
breach of a representation, warranty or covenant of the Managing Owner or the
Fund;  provided that  a court of competent jurisdiction upon
entry of a final judgment finds (or, if no final judgment is entered, by an
opinion rendered by counsel who is approved by the Fund and the Trading Advisor,
such

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
approval
not to be unreasonably withheld) to the effect that the action or inaction of
such indemnified party that was the subject of the demand, claim, lawsuit,
action or proceeding did not constitute negligence, misconduct, or a breach of
this Agreement or a representation, warranty or covenant of the Trading Advisor
herein and was done in good faith and in a manner such indemnified party
reasonably believed to be in, or not opposed to, the best interests of the
Fund.  The termination of any demand, claim, lawsuit, action or
proceeding by settlement shall not, in itself, create a presumption that the
conduct in question was not undertaken in good faith in a manner reasonably
believed to be in, or not opposed to, the best interest of the
Fund.

     

    (d) Trading Advisor Indemnity in
Respect of Sale of Units. The Trading Advisor shall indemnify, defend and
hold harmless the Fund, the Managing Owner, any selling agent, their controlling
persons and their affiliates and their respective directors, officers,
principals, managers, members, shareholders, employees and controlling persons
from and against any and all losses, claims, damages, liabilities, costs, and
expenses, (joint and several), to which any indemnified person may become
subject (including any reasonable investigatory, legal, accounting and other
expenses incurred in connection with, and any amounts paid in, any litigation or
other proceeding or any settlement; provided that, solely in the case of a
settlement, the Trading Advisor shall have approved such settlement, and in
connection with any administrative proceedings), in respect of the offer or sale
of Units, insofar as such losses, claims, damages, liabilities, costs, or
expenses (or action in respect thereof) arise out of, or are based upon: (i) a
breach by the Trading Advisor of any applicable laws or regulations or any
representation, warranty or agreement in this Agreement; or (ii) any materially
untrue statement or omission relating or with respect to the Trading Advisor, or
any of its principals, or their operations, trading systems, methods or
performance, which was made in the Prospectus or any amendment or supplement
thereto or any other sales literature and furnished by the Trading Advisor for
inclusion therein.

     

    (e)  Fund Indemnity in Respect of
Sale of Units. The Fund and the Managing Owner shall, jointly and
severally,  indemnify, defend and hold harmless the Trading Advisor
its controlling persons, their affiliates and their respective directors,
officers, principals, managers, members shareholders, employees and controlling
persons from and against any and all loss claim, damage, liability, cost, and
expense, joint and several, to which any indemnified person may become subject
(including any reasonable investigatory, legal, accounting and other expenses
incurred in connection with, and any amounts paid in, any litigation or other
proceeding or any settlement; provided that, solely in the case of a settlement,
the Fund shall have approved such settlement, and in connection with any
administrative proceedings), in respect of the offer or sale of Units, unless
such loss, claim, damage, liability, cost, or expense (or action in respect
thereof) arises out of, or is based upon (i) a breach by the Trading Advisor of
any applicable laws or regulations or any representation, warranty or agreement
in this Agreement; or (ii) any materially untrue statement or omission relating
or with respect to the Trading Advisor, or any of its principals or their
operations, trading systems, methods or performance that was made in the
Prospectus (or any amendment or supplement thereto) or in any other sales
literature and furnished by the Trading Advisor for inclusion
therein.

     

    (f) Subject
to Section 8(a) hereof, the foregoing agreements of indemnity shall be in
addition to, and shall in no respect limit or restrict, any other remedies which
may be available to an indemnified person.  Expenses incurred in
defending a threatened or pending

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
civil,
administrative or criminal action, suit or proceeding against the foregoing
indemnitees may be paid by the Fund or the Managing Owner in advance of the
final disposition of such action, suit or proceeding if (i) the legal action,
suit or proceeding, if not sustained, would entitle the indemnitees to
indemnification pursuant to the preceding paragraphs, and (ii) the Trading
Advisor or such other indemnitee who received an advance undertakes to repay the
advanced funds to the Fund and the Managing Owner in cases in which the
foregoing indernnitees are not entitled to indemnification pursuant to the
preceding paragraphs. Expenses incurred in defending a threatened or pending
civil, administrative or criminal action, suit or proceeding against the Trading
Advisor and the Managing Owner shall be paid initially by the Managing Owner,
subject to subsequent proportionate reimbursement by the Trading Advisor in the
event of an unfavorable determination with respect to the Trading Advisor (e.g.
if the Trading Advisor is found to be x% liable, the Trading Advisor shall
reimburse the Fund or the Managing Owner x% of the expenses advanced by the Fund
or the Managing Owner); provided, that such initial payment of expenses shall
not be made by the Managing Owner on behalf of the Trading Advisor if the
Trading Advisor elects to be represented by counsel of its own choice (except
where the Trading Advisor so elects because it has interest adverse - a claim
for indemnification shall not be considered adverse interest for this purpose -
to the Managing Owner and/or the Fund) or distinct issues of law or fact are
involved and, provided further, that in the event of the initial payment of such
expenses by the Managing Owner, the Managing Owner shall have the exclusive
right to select counsel reasonably acceptable to the Trading
Advisor.

     

    (g) Promptly
after receipt by an indemnified person of notice of the commencement of any
action, claim, or proceeding to which any of the indemnities may apply, the
indemnified person will notify the indemnifying party in writing of the
commencement thereof if a claim in respect thereof is to be made against the
indemnifying party hereunder; but the omission so to notify the indemnifying
party will not relieve the indemnifying party from any liability that the
indemnifying party may have to the indemnified person hereunder, except where
such omission has materially prejudiced the indemnifying party. In case any
action, claim, or proceeding is brought against an indemnified person and the
indemnified person notifies the indemnifying party of the commencement thereof
as provided above, the indemnifying party will be entitled to participate
therein and, to the extent that the indemnifying party desires, to assume the
defense thereof with counsel selected by the indemnifying party and not
unreasonably disapproved by the indemnified person. After notice from the
indemnifying party to the indemnified person of the indemnifying party’s
election so to assume the defense thereof as provided above, the indemnifying
party will not be liable to the indemnified person under the indemnity
provisions hereof for any legal and other expenses subsequently incurred by the
indemnified person in connection with the defense thereof, other than reasonable
costs of investigation.

     

    Notwithstanding
the preceding paragraph, if in any action, claim, or proceeding as to which
indemnification is or may be available hereunder, an indemnified person
reasonably determines that its interests are or may be adverse, in whole or in
part, to the indemnifying party’s interests or that there may be legal defenses
available to the indemnified person that are different from, in addition to, or
inconsistent with the defenses available to the indemnifying party, the
indemnified person may retain its own counsel in connection with such action,
claim, or proceeding and will be indemnified (provided the indemnified person is
so entitled) by the

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
indemnifying
party for any legal and other expenses reasonably incurred in connection with
investigating or defending such action, claim, or proceeding.

     

    In no
event will the indemnifying party be liable for the fees and expenses of more
than one counsel for all indemnified persons in connection with any one action;
claim, or proceeding or in connection with separate but similar or related
actions, claims, or proceedings in the same jurisdiction arising out of the same
general allegations. The indemnifying party will not be liable for any
settlement of any action, claim, or proceeding effected without the indemnifying
party’s express written consent, but if any action, claim, or proceeding, is
settled with the indemnifying party’s express written consent, the indemnifying
party will indemnify, defend, and hold harmless an indemnified person as
provided in this Section 8.

     

    
      	
              9.  

            	
              Right to Advise Others
      and Uniformity of Acts and
Practices.

            


    

     

    (a) The
Trading Advisor is engaged in the business of advising clients as to the
purchase and sale of futures interests. During the term of this Agreement, the
Trading Advisor, its principals and affiliates, will be advising other clients
(including affiliates and the stockholders, officers, directors, and employees
of the Trading Advisor and its affiliates and their families) and trading for
their own accounts. The Trading Advisor will use its best efforts to implement a
fair and consistent allocation policy that seeks to ensure that all clients are
treated equitably and positions allocated as nearly as possible in proportion to
the assets available for trading of the accounts managed or controlled by the
Trading Advisor.  Upon written request, the Managing Owner may request
a copy of the Trading Advisor’s procedures regarding the equitable treatment of
trades across accounts.  Such procedures shall be provided to the
Managing Owner within 30 days of such request by
the Managing Owner.  Except as otherwise set forth herein, the Trading
Advisor and its principals and affiliates agree to treat the Fund in a fiduciary
capacity to the extent recognized by applicable law,.  Under no
circumstances shall the Trading Advisor by any act or omission knowingly or
intentionally favor any account advised or managed by the Trading Advisor over
the account of the Fund in any way or manner. Nothing contained in this Section
9(a) shall preclude the Trading Advisor from charging different management
and/or incentive fees to its clients. Subject to the Trading Advisor’s
obligations under applicable law, the Trading Advisor or any of its principals
or affiliates shall be free to advise and manage accounts for other clients and
shall be free to trade on the basis of the same trading systems, methods, or
strategies employed by the Trading Advisor for the account of the Fund, or
trading systems, methods, or strategies that are entirely independent of, or
materially different from, those employed for the account of the Fund, and shall
be free to compete for the same futures interests as the Fund or to take
positions opposite to the Fund, where such actions do not knowingly or
intentionally prefer any of such accounts over the account of the Fund on an
overall basis.

     

    (b) The
Trading Advisor shall not be restricted as to the number or nature of its
clients, except that: (i) so long as the Trading Advisor acts as a trading
advisor for the Fund, neither the Trading Advisor nor any of its principals or
affiliates shall knowingly hold any position or control any other account that
would cause the Fund, the Trading Advisor, or the principals or affiliates of
the Trading Advisor to be in violation of the CEAct or any regulations
promulgated thereunder, any other applicable law, or any applicable rule or
regulation of the CFTC or any other regulatory or self regulatory body,
exchange, or board; and (ii) neither the

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    
Trading
Advisor nor any of its principals or affiliates shall render futures interests
trading advice to any other individual or entity or otherwise engage in activity
that shall knowingly cause positions in futures interests to be attributed to
the Trading Advisor under the rules or regulations of the CFTC or any other
regulatory or self regulatory body, exchange, or board so as to require the
significant modification of positions taken or intended for the account of the
Fund; provided that the Trading Advisor may modify its trading systems, methods
or strategies to accommodate the trading of additional funds or
accounts.  If applicable speculative position limits are exceeded by
the Trading Advisor in the opinion of (i) independent counsel (who shall be
other than counsel to the Fund), (ii) the CFTC, or (iii) any other regulatory or
self regulatory body, exchange, or board, the Trading Advisor and its principals
and affiliates shall promptly liquidate positions in all of their accounts,
including the Fund’s account, as to which positions are attributed to the
Trading Advisor as nearly as possible in proportion to the accounts′ respective
amounts available for trading (taking into account different degrees of leverage
and “notional” equity) to the extent necessary to comply with the applicable
position limits.

     

    
      	
              10.  

            	
              Representations,
      Warranties, and Covenants of the Trading
  Advisor.

            


    

     

    (a) Representations and
Warranties of the Trading Advisor. The Trading Advisor represents and
warrants to and agrees with the Managing Owner and the Fund as
follows:

     

    (i) It will
exercise good faith and due care in implementing the Trading Program on behalf
of the Fund as described in the Prospectus  (as modified from time to
time) or any other trading programs agreed to by the Managing Owner and the
Trading Advisor in writing for use by the Trading Advisor in managing the
Account.

     

    (ii) The
Trading Advisor shall follow and comply with, at all times, the Trading
Policies.

     

    (iii) The
Trading Advisor is duly organized, validly existing and in good standing under
the laws of the state of its organization and is qualified to do business as a
foreign corporation or and is in good standing in each other jurisdiction in
which the nature or conduct of its business requires such qualification and the
failure to so qualify would materially adversely affect the Trading Advisor’s
ability to perform its duties under this Agreement. The Trading Advisor has full
power and authority to perform its obligations under this Agreement. The only
principals of the Trading Advisor are those set forth in the Prospectus and
Disclosure Document (the “Trading Advisor Principals”).

     

    (iv) The
Disclosure Document contains all statements and information required to be
included therein under the CEAct and other applicable laws, and such information
is accurate and complete in all material respects.

     

    (v) All
references to the Trading Advisor and the Trading Advisor Principals and trading
systems, methods and performance in the Prospectus are accurate and complete in
all material respects. With respect to the Trading Advisor, the Trading Advisor
Principals, and its trading systems, methods and performance:  (i) the
Prospectus

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
contains
all statements and information required to be included therein under the CEAct
and the rules and regulations thereunder, and (ii) the Prospectus does not
contain, and will not during the term of this Agreement contain, any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements contained therein, in the light of the circumstances under which
such statements were made, not misleading. Except as otherwise disclosed in the
Prospectus, the actual performance of each discretionary account directed by the
Trading Advisor or any principal or affiliate of the Trading Advisor over the
past five  years and year-to-date is disclosed in the Prospectus on
either a composite or a stand alone basis. The information regarding the actual
performance of such accounts set forth in the Prospectus have been calculated
and presented in accordance with the descriptions therein and is complete and
accurate in all material respects.

     

    (vi) This
Agreement has been duly and validly authorized, executed and delivered on behalf
of the Trading Advisor and is a valid and binding agreement of the Trading
Advisor enforceable in accordance with its terms.

     

    (vii) Each of
the Trading Advisor and the Trading Advisor Principals has all federal, state
and foreign governmental, regulatory and exchange licenses and approvals and has
effected all filings and registrations with federal, state and foreign
governmental and regulatory agencies required to conduct its business and to act
as described in the Prospectus or required to perform its or his obligations
under this Agreement. The Trading Advisor is registered as a commodity trading
advisor under the CEAct and is a member of the NFA in such
capacity.

     

    (viii) The
execution and delivery of this Agreement, the incurrence of the obligations set
forth herein, the consummation of the transactions contemplated herein and in
the Prospectus will not violate, or constitute a breach of, or default under,
the certificate of incorporation or bylaws (or any other organizational
documents) of the Trading Advisor or any agreement or instrument by which it is
bound or of any order, rule, law or regulation binding on it of any court or any
governmental body or administrative agency or panel or self-regulatory
organization having jurisdiction over it.

     

    (ix) Since the
respective dates as of which information is given in the Prospectus , and except
as may otherwise be stated in or contemplated by the Prospectus , there has not
been any material adverse change in the condition, financial or otherwise,
business or prospects of the Trading Advisor or any Trading Advisor
Principal.

     

    (x) Except as
set forth in the Prospectus  there have not been and there is not
pending, or to the best of the Trading Advisor’s knowledge after due inquiry,
threatened, any action, suit or proceeding before or by any court or other
governmental body to which the Trading Advisor or any Trading Advisor Principal
is or was a party, or to which any of the assets of the Trading Advisor is or
was subject and which resulted in or might reasonably be expected to result in
any material adverse change in the condition, financial or otherwise, business
or prospects of the Trading Advisor.  None of the Trading Advisor or
any Trading Advisor Principal has received any notice of an investigation by the
NFA, CFTC or other administrative agency or self-regulatory body

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    
(whether
United States or foreign) regarding noncompliance by the Trading Advisor or any
of the Trading Advisor Principals with the CEAct or any other applicable
law.

     

    (xi) Neither
the Trading Advisor nor any Trading Advisor Principal has received, or is
entitled to receive, directly or indirectly, any commission, finder’s fee,
similar fee, or rebate from any person in connection with the organization or
operation of the Fund.

     

    (xii) Participation
by the Trading Advisor in accordance with the terms hereof and as described in
the Prospectus will not violate any provisions of the Investment Advisers Act of
1940, as amended.

     

    (xiii) Neither
the Trading Advisor nor any Trading Advisor Principal will use or distribute the
Prospectus or any selling literature or engage in any selling activities
whatsoever in connection with the offering of the Units.

     

    (xiv) The
information in the Prospectus furnished by  the Trading Advisor does
not contain any misleading or untrue statements of a material fact or omit to
state a material fact required to be stated therein to make the statements not
misleading.

     

    


          
  (xvi) The foregoing representations and warranties shall be
continuing during the term of this Agreement and if at any time any event shall
occur which could make any of the foregoing representations or warranties
inaccurate, the Trading Advisor shall promptly notify the Managing Owner and the
Fund of the nature of such event.

    


    (b) Covenants of the Trading
Advisor.  The Trading Advisor covenants and agrees
that:

     

    (i) The
Trading Advisor shall maintain all registrations and memberships necessary for
the Trading Advisor to continue to act as described herein and to at all times
comply in all respects with all applicable laws, rules, and regulations, to the
extent that the failure to so comply would have a materially adverse effect on
the Trading Advisor’s ability to act as described herein.

     

    (ii) The
Trading Advisor shall inform the Managing Owner immediately as soon as the
Trading Advisor or any Trading Advisor Principal becomes the subject of any
investigation, claim or proceeding of any regulatory authority having
jurisdiction over such person or becomes a named party to any litigation
materially affecting (or which may, with the passage of time, materially affect)
the business of the Trading Advisor. The Trading Advisor shall also inform the
Managing Owner immediately if the Trading Advisor or any of its officers becomes
aware of any breach of this Agreement by the Trading Advisor.

     

    (iii) The
Trading Advisor agrees to cooperate by providing information regarding itself
and its performance in the preparation of any amendments or supplements to the
Prospectus (subject to the limitation set forth in Section 1
hereof).

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	
              11.  

            	
              Representations and
      Warranties of the Fund and the Managing Owner; Covenants of the Managing
      Owner.

            


    

     

    (a) The Fund
and the Managing Owner represent and warrant to the Trading Advisor, as
follows:

     

    (i) The Fund
is a Delaware statutory trust formed pursuant to its organizational documents
and Delaware law and is validly existing and in good standing under the laws of
the State of Delaware with full power and authority to engage in the trading of
futures interests and to engage in its other contemplated activities as
described in the Prospectus; the Fund is qualified to do business in each
jurisdiction in which the nature or conduct of its business requires such
qualification and where failure to be so qualified could materially adversely
affect the Fund’s ability to perform its obligations hereunder and as described
in the Prospectus.

     

    (ii) The
Managing Owner is duly organized and validly existing and in good standing as a
limited liability company under the laws of the State of Delaware and is
qualified to do business and is in good standing as a foreign corporation in
each jurisdiction in which the nature or conduct of its business requires such
qualification and where the failure to be so qualified could materially
adversely affect the Managing Owner’s ability to perform its obligations
hereunder and as described in the Prospectus .

     

    (iii) The Fund
and the Managing Owner have full power and authority under applicable law to
conduct their business and to perform their respective obligations under this
Agreement and as described in the Prospectus.

     

    (iv) As of the
date hereof,  the Prospectus contains all statements and information
required to be included therein by the CEAct and the rules and regulations of
the SEC or other applicable law and at all times subsequent thereto up to and
including each closing, the Prospectus will comply in all material respects with
the requirements of the rules of the NFA, the CEAct, 33 Act or other applicable
laws. The Prospectus as of the date on which the Trading Advisor begins trading
operations on behalf of the Account, and at each closing will not contain any
misleading or untrue statements of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading. Any supplemental sales literature, when read in conjunction with
the Prospectus, will not contain any untrue statements of a material fact or
omit to state a material fact necessary to make the statements therein, in light
of the circumstances under which such statements were made, not misleading. This
representation and warranty shall not, however, apply to any statement or
omission in the Prospectus or supplemental sales literature made in reliance
upon information furnished by and relating to the Trading Advisor, its trading
methods or its trading performance.

     

    (v) Since the
respective dates as of which information is given in the Prospectus, there have
not been any material adverse change in the condition, financial or otherwise,
or business of the Managing Owner or the Fund, whether or not arising in the
ordinary course of business.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (vi) This
Agreement has been duly and validly authorized, executed and delivered by the
Managing Owner on behalf of the Fund and constitutes a valid, binding and
enforceable agreement of the Fund and the Managing Owner in accordance with its
terms.

     

    (vii) The
execution and delivery of this Agreement, the incurrence of the obligations set
forth herein and the consummation of the transactions contemplated herein and in
the Prospectus will not violate, or constitute a breach of, or default under,
the Managing Owner’s organizational documents, or the Fund’s organizational
documents, or any material agreement or instrument by which either the Managing
Owner or the Fund, as the case may be, is bound or any material order, rule, law
or regulation applicable to the Managing Owner or the Fund of any court or any
governmental body or administrative agency or panel or self-regulatory
organization having jurisdiction over the Managing Owner or the
Fund.

     

    (viii) Except as
set forth in the Prospectus, there have not been in the five years preceding the
date of the Prospectus and there is not pending or, to the Managing Owner’s
knowledge, threatened, any action, suit or proceeding at law or in equity before
or by any court or by any federal, state, municipal or other governmental body
or any administrative, self-regulatory or commodity exchange organization to
which the Managing Owner or the Fund is or was a party, or to which any of the
assets of the Managing Owner or the Fund is or was subject; and neither the
Managing Owner nor any of the principals of the Managing Owner (“Managing Owner
Principals”) has received any notice of an investigation by the NFA, CFTC, SEC
or any other administrative or self-regulatory organization regarding
non-compliance by the Managing Owner or the Managing Owner Principals or the
Fund with the CEAct, the Securities Act of 1933, as amended, or any applicable
laws which are material to an investor’s decision to invest in the
Fund.

     

    (ix) The
Managing Owner and the Managing Owner Principals have all federal, state and
foreign governmental, regulatory and exchange approvals and licenses, and have
effected all filings and registrations with federal, state and foreign
governmental agencies required to conduct their business and to act as described
in the Prospectus or required to perform their obligations under this Agreement
(including, without limitation, registration as a commodity pool operator under
the CEAct and membership in the NFA as a commodity pool operator) and will
maintain all such required approvals, licenses, filings and registrations for
the term of this Agreement. The Managing Owner’s principals identified in the
Prospectus are all of the Managing Owner Principals.

     

    (x) The Fund
is and shall remain in material compliance in all respects with all laws, rules,
regulations and orders of any government, governmental agency or self-regulatory
organization applicable to its business as described in the Prospectus and this
Agreement.

     

    (xi) The
foregoing representations and warranties shall be continuing during the term of
this Agreement and if at any time any event shall occur which could

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    
make
any of the foregoing representations or warranties inaccurate, the Managing
Owner shall promptly notify the Trading Advisor of the nature of such
event.

     

    (b) Covenants of the Managing
Owner. The Managing Owner covenants and agrees
that:

     

    (i) The
Managing Owner shall maintain all registrations and memberships necessary for
the Managing Owner to continue to act as described herein and in the Prospectus
and to all times comply in all respects with all applicable laws, rules, and
regulations, to the extent that the failure to so comply would have a materially
adverse effect on the Managing Owner’s ability to act as described herein and in
the Prospectus.

     

    (ii) The
Managing Owner shall inform the Trading Advisor immediately as soon as the
Managing Owner, the Fund or any of their principals becomes the subject of any
lawsuit, investigation, claim, or proceeding of any regulatory authority having
jurisdiction over such person or becomes a named party to any litigation
materially affecting the business of the Managing Owner or the Fund. The
Managing Owner shall also inform the Trading Advisor immediately if the Managing
Owner or the Fund or any of their officers become aware of any material breach
of this Agreement by the Managing Owner or the Fund.

     

    (iii) The Fund
will furnish to the Trading Advisor copies of the Prospectus, and all amendments
and supplements thereto, in each case as soon as available and will ensure that
the Fund does not use any such amendments or supplements as to which the Trading
Advisor in writing has reasonably objected.

     

    
      	
              12.  

            	
              Complete
      Agreement.

            


    

     

    Except
for eighth, ninth and tenth paragraphs of Section 1 of the advisory agreement
among the Managing Owner, the Fund and the Trading Advisor dated April 3, 1997
(which shall survive with respect to activities conducted pursuant to such
agreement prior to November 1, 2008, and in no way is an expansion of any rights
under such paragraphs with respect to the Trading Advisor), this Agreement
constitutes the entire agreement between the parties with respect to the matters
referred to herein, and no other agreement, verbal or otherwise, shall be
binding as between the parties unless in writing and signed by the party against
whom enforcement is sought.

     

    
      	
              13.  

            	
              Assignment.

            


    

     

    Subject
to Section 12, hereof, this Agreement may not be assigned, transferred by
operation of law, change in control or otherwise, by any party hereto without
the express prior written consent of the other parties hereto.

     

    
      	
              14.  

            	
              Amendment.

            


    

     

    This
Agreement may not be amended except by the written consent of the parties
hereto.  No waiver of any provision of this Agreement shall be implied
from any course of

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    
dealings
between the parties, from any failure by any party to assert its rights
hereunder or any occasion or series of occasions.

     

    
      	
              15.  

            	
              Severability.

            


    

     

    The
invalidity or unenforceability of any provision of this Agreement or any
covenant herein contained shall not affect the validity or enforceability of any
other provision or covenant hereof or herein contained and any such invalid
provision or covenant shall be deemed to be severable.

     

    
      	
              16.  

            	
              Closing
      Certificates.

            


    

     

    (a) The
Trading Advisor shall, at the initial closing and at the request of the Managing
Owner at any monthly closing (as described in the Prospectus), provide the
following:

     

    (i) To the
Managing Owner and the Fund, a certificate, dated the date of any such closing
and in form and substance satisfactory to such parties, to the effect
that;

     

    (A) the
representations and warranties by the Trading Advisor in this Agreement are
true, accurate, and complete on and as of the date of the closing, as if made on
the date of the closing; and

     

     

    (B) the
Trading Advisor has performed all of its obligations and satisfied all of the
conditions on its part to be performed or satisfied under this Agreement, at or
prior to the date of such closing.

     

    (ii) To the
Managing Owner and the Fund, a report as of the closing date which shall
present, for the period from the date after the last day covered by the
historical performance records in the Prospectus to the latest practicable day
before closing, figures which shall be a continuation of such historical
performance records and which shall certify that such figures are, to the best
of such Trading Advisor’s knowledge, accurate in all material
respects.

     

    (b) Upon the
reasonable request (and only in the case of a regulatory purpose) of the
Managing Owner, the Trading Advisor shall provide a legal opinion of the Trading
Advisor’s counsel in a form acceptable to the Managing Owner.

     

    (c) The
Managing Owner shall, at the initial closing and at the request of the Trading
Advisor at any closing (as described in the Prospectus), provide the
following:

     

    (i) To the
Trading Advisor, a certificate, dated the date of such closing and in form and
substance satisfactory to the Trading Advisor, to the effect that:

     

    (A) the
representations and warranties by the Fund and the Managing Owner in this
Agreement are true, accurate, and complete on and as of the date of the closing
as if made on the date of the closing;

     

    
       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

    

    (B) no order
preventing or suspending the use of the Prospectus has been issued by the CFTC,
the SEC, any state securities commission, or the NFA or other self-regulatory
organization and no proceedings for that purpose shall have been instituted or
are pending or, to the knowledge of the Managing Owner, are contemplated or
threatened under the CEAct; and

     

    (C) The Fund
and the Managing Owner have performed all of their obligations and satisfied all
of the conditions on their part to be performed or satisfied under this
Agreement at or prior to the date of the closing.

     

    
      	
              17.  

            	
              Inconsistent
      Filings.

            


    

     

    If the
Trading Advisor intends to file, to participate in the filing of, or to publish
any description of the Trading Advisor, or of its respective principals or
trading approaches that is materially inconsistent with those in the Disclosure
Document, the Trading Advisor shall inform the Managing Owner of such intention
and shall furnish copies of all such filings or publications at least ten
Business Days prior to the date of filing or publication.

     

    
      	
              18.  

            	
              Disclosure
      Documents.

            


    

     

    (a) During
the term of this Agreement, the Trading Advisor shall furnish to the Managing
Owner promptly copies of all disclosure-documents as filed in final form with
the CFTC, NFA or other self-regulatory organization by the Trading
Advisor.  The Managing Owner and Fund each acknowledge receipt of the
Trading Advisor’s disclosure document dated June 1, 2008 (the “Disclosure
Document”).

     

    (b) The
Managing Owner and the Fund will not distribute or supplement any promotional
material relating to the Trading Advisor unless the Trading Advisor has received
such material in writing with   reasonable prior notice prior to
first intended use  and has approved its use  in
writing.

     

    19. Track
Record.  The track record and other performance information of
the Fund shall be the property of the Managing Owner and not the Trading
Advisor.

     

    
      	
              20.  

            	
              Use of
      Name.

            


    

     

    Upon termination of this Agreement, the
Fund, at its expense, as promptly as practicable:  (i) shall take all
necessary action to cause the Prospectus and organizational documents of the
Fund to be amended in order to eliminate any reference to the Trading Advisor
(except to the extent required by law, regulation or rule); and (ii) shall cease
to use in any other manner, including, but not limited to, use in any sales
literature or promotional material, the name of the Trading Advisor or any name,
mark or logo type derived from it or similar to it (except to the extent
required by law, regulation or rule).

    


    
      	
              21.  

            	
              Notices.

            


    

     

    All
notices required to be delivered under this Agreement shall be in writing and
shall be effective when delivered personally on the day delivered, by facsimile
on receipt

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    
confirmation,
by email followed by delivery of an original, or when given by registered or
certified mail, postage prepaid, return receipt requested, on the second
business day following the day on which it is so mailed, addressed as follows
(or to such other address as the party entitled to notice shall hereafter
designate in accordance with the terms hereof):

     

    
      	 
      	
              if
      to the Fund:

               

            
	 
      	
              JWH
      Global Trust

               c/o
      R. J. O’Brien Fund Management, LLC

              222
      S. Riverside Plaza

              Suite
      9

              Chicago,
      Illinois 60606

              Attn:  Annette
      A. Cazenave

              Facsimile:
      312-373-4831

              Email:
      acazenave@rjobrien.com

            
	 
      	 
      
	 
      	
              if
      to the Managing Owner:

            
	 
      	 
      
	 
      	 
      
	 
      	
              R.
      J. O’Brien Fund Management, LLC

              222
      S. Riverside Plaza

              Suite
      9

              Chicago,
      Illinois 60606

              Attn:  Annette
      A. Cazenave

              Facsimile:
      312-373-4831

              Email:
      acazenave@rjobrien.com

            
	 
      	 
      
	 
      	
              With
      a copy to:

            
	 
      	 
      
	 
      	
              Alston
      & Bird LLP

              90
      Park Avenue

              New
      York, NY 10016

              Attn:
      Timothy P. Selby

              Facsimile:
      (212) 210-9444

              Email:
      timothy.selby@alston.com

               

            
	 
      	
              if
      to the Trading Advisor:

               

            
	 
      	
              Kenneth
      S. Webster

              John
      W. Henry & Company, Inc.

              301
      Yamato Road, Suite 2200

              Boca
      Raton FL  33431

              Facsimile:561
      994-6887

              Email

               

            


    

    
      	
              22.  

            	
              Continuing Nature of
      Representations Warranties and Covenants:
  Survival.

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    All
representations, warranties and covenants contained in this Agreement shall be
continuing during the term of this Agreement and the provisions of this
Agreement shall survive the termination of this Agreement with respect to any
matter arising while this Agreement was in effect.  Each party hereby
agrees that as of the date of this Agreement it is, and during its term shall
be, in compliance with its representations, warranties and covenants herein
contained.  In addition, if at any time any event occurs which would
make any of such representations, warranties or covenants not true, the affected
party will use its best efforts to promptly notify the other parties of such
fact.

     

    
      	
              23.  

            	
              Third-Party
      Beneficiaries.

            


    

     

    This
Agreement is not intended and shall not convey any rights to any party that is
not a signatory to this Agreement.

     

    
      	
              24.  

            	
              Governing
      Law.

            


    

     

    This
Agreement and any amendment hereto shall be governed by, and construed in
accordance with, the laws of the State of Illinois, United States of
America  (excluding the law thereof which requires the application of,
or reference to, the law of any other jurisdiction).  Each party
hereto expressly and irrevocably agrees (a) that it waives any objection, and
specifically consents, to venue in the United States federal or state courts
located in the City of Chicago, State of Illinois, United States of America, so
that any action at law or in equity may be brought and maintained in any such
court, and (b) that service of process in any such action may be effected
against such party by certified or registered mail or in any other manner
permitted by applicable United States Federal Rules of Civil Procedure or rules
of the Courts of the State of Illinois.  In addition each party hereto
expressly and irrevocably waives, in respect of any action brought in any United
States federal or state court located in the City of Chicago, State of Illinois
or any resulting judgment, any objection, and hereby specifically consents, to
the jurisdiction of any such court and agrees not to seek to change the situs of
such action or to assert that any other court in any other jurisdiction is a
more suitable forum for the hearing and adjudication of any claim or dispute
raised in such action.

     

    
      	
              25.  

            	
              Remedies.

            


    

     

    In any
action or proceeding arising out of any of the provisions of this Agreement, the
Trading Advisor agrees not to seek any prejudgment equitable or ancillary
relief. The Trading Advisor agrees that its sole remedy in any such action or
proceeding shall be to seek actual monetary damages for any breach of this
Agreement, except that Trading Advisor may seek a declaratory judgment with
respect to the indemnification provisions of this Agreement.

     

    
      	
              26.  

            	
              Headings.

            


    

     

    Headings
to sections herein are for the convenience of the parties only and are not
intended to be part of or to affect the meaning or interpretation of this
Agreement.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	
              27.  

            	
              Successors.

            


    

     

    This
Agreement including the representations, warranties and covenants contained
herein shall be binding upon and inure to the benefit of the parties hereto,
their successors and permitted assigns, and no other person shall have any right
or obligation under this Agreement.

     

    
      	
              28.  

            	
              Counterparts.

            


    

     

    This
Agreement may be executed in counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same
instrument.

     

    
      	
              29.  

            	
              Waiver of
      Breach.

            


    

     

    The
waiver by any party of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any subsequent breach or of a breach by
any other party.  The failure of a party to insist upon strict
adherence to any provision of the Agreement shall not constitute a waiver or
thereafter deprive such party of the right to insist upon strict
adherence.


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

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

     

     

    
      	 
      	
              JWH
      GLOBAL TRUST

              by
      R.J. O’Brien Fund Management, LLC

              Managing
      Owner

               

            
	 
      	
              By
      _______________________________                                                      

              Name:

              Title:

            
	 
      	 
      
	 
      	
              R.J.
      O’BRIEN FUND MANAGEMENT, LLC

               

            
	 
      	
              By
      _______________________________ 

              Name:

              Title:

            
	 
      	 
      
	 
      	
              JOHN
      W. HENRY & COMPANY, INC.

               

              By
      _______________________________ 

              Name:

              Title:

            


    

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
A

     

     

    Trading
Policies

     

    1.           The
Trading Advisor will not employ the trading technique commonly known
as“pyramiding,” in which the Trading Advisor uses unrealized profits on existing
positionsin a given futures interest due to favorable price movement as margin
specifically to buy or sell additional positions in the same or a related
futures interest. Taking into account the Fund’s open trade equity (i.e., the profit or loss on
an open futures interest position) on existing positions in determining
generally whether to acquire additional futures interest positions on behalf of
the Fund will not be considered to constitute “pyramiding.”

     

    2.           The
Trading Advisor will not utilize borrowings on behalf of the Fund.

     

    3.           The
Trading Advisor will not “churn” the Fund’s assets. Churning is the
unnecessaryexecution of trades so as to generate increased brokerage
commissions.

     

    4.           The
Trading Advisor will trade currencies and other commodities on futures
exchanges,in the interbank and forward contract markets only with banks,
brokers, dealers, and otherfinancial institutions which the Managing Owner has
authorized in writing.

     

    5.           The
Trading Advisor will trade only in those futures interests that have been
approved bythe CFTC as suitable for US investors [this is a CFTC regulation].
The Trading Advisorwill not establish new positions in a futures interest on
behalf of the Fund for any one contract month or option if such additional
positions would result in a net long or short position for that futures interest
requiring as margin or premium more than 15% of the Fund’s net assets traded by
the Trading Advisor. In addition, the Trading Advisor will, on behalf of the
Fund, except under extraordinary circumstances, maintain positions in futures
interests in at least two market segments (i.e., agricultural items,
industrial items (including energies), metals, currencies, and financial
instruments (including stock, financial, and economic indexes)) at any one
time.

     

    6.           The
Trading Advisor will not acquire additional positions in any futures interest
onbehalf of the Fund if such additional positions would result in the aggregate
net long orshort positions for all futures interests requiring as margin or
premium for all outstanding positions more than 66 2/3%
of the Fund’s net assets traded by the Trading Advisor.

     

    7.           The
Trading Advisor will not purchase, sell, or trade securities (except
securitiesapproved by the CFTC for investment of customer funds).

     

    8.           The
Trading Advisor will be responsible for errors committed or caused by it
intransmitting orders for the purchase or sale of futures interests for the
Fund’s account inaccordance with the terms of the advisory agreement with the
Fund.

     

    
      A-1

      
        

      

    

    
    

     

    EXHIBIT
B

     

    COMMODITY
TRADING AUTHORITY

     

    Dear John
W. Henry & Company, Inc.:

     

    JWH Global Trust (the “Fund”)
and R.J. O’Brien Fund Management, LLC, the Fund’s Managing Owner (the “Managing
Owner”) do hereby make, constitute and appoint you continue  to act as
the Fund’s sole attorney-in-fact with respect to that account established for
your management pursuant to the Agreement described below, to buy and sell
futures interests through such futures commission merchants or otherwise as
shall be agreed on by you and the Managing Owner on behalf of the Fund, pursuant
to the trading program identified in the Agreement among the Fund, the Managing
Owner and you as of the 16th day of
September, 2008, as amended or supplemented, and in accordance with the terms
and conditions of said Agreement.

     

    This
authorization shall terminate and be null, void and of no further effect
simultaneously with the termination of the said Agreement.

     

    
      	 
      	
              Very
      truly yours,

               

            
	 
      	
              JWH
      GLOBAL TRUST

              by
      R.J. O’Brien Fund Management, LLC

              Managing
      Owner

               

            
	 
      	
              By
      _______________________________ 

              Name:

              Title:

            
	 
      	 
      
	 
      	
              R.J.
      O’BRIEN FUND MANAGEMENT, LLC

               

               

            
	 
      	
              By
      _______________________________    

              Name:

              Title:

            
	 
      	 
      


    

    


     

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
C

     

    FUTURES
INTERSTS TRADED

     

    Markets
traded:

     

    Interest
Rates

     

    Global
Stock Indices

     

    Currencies

     

    Energies

     

    Meats

     

    Grains

     

    Precious
and Base Metals

     

    Softs

     

     

     

     

    C-1