SENECA GLOBAL FUND, L.P.


TRADING ADVISORY AGREEMENT


 


 


This TRADING ADVISORY
AGREEMENT (the “Agreement”) is entered into as of October 1, 2012 by and among Steben & Company, Inc.,
a Maryland corporation (the “General Partner”), Seneca Global Fund, L.P., a Delaware limited partnership (the
“Fund”), and Quantitative Investment Management, LLC, a Virginia LLC (the “Advisor”), whose
main business address is 401 East Market Street, Suite 104, Charlottesville, Virginia 22902.


 


RECITAL


 


WHEREAS, interests
in the Fund are offered pursuant to a registration statement on Form S-1 as filed with the U.S. Securities and Exchange Commission
(the “SEC”), and as thereafter amended (SEC File No. 333-175052), under the
Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated by the SEC thereunder
(the “SEC Regulations”); and


 


WHEREAS, the
General Partner is registered as a commodity pool operator with the U.S. Commodity Futures Trading Commission (“CFTC”)
and is a member of the National Futures Association (“NFA”), as well as being a registered broker dealer and
investment advisor with the SEC and a member of the Financial Industry Regulatory Authority (“FINRA”); and


 


WHEREAS, the
Advisor is a registered commodity trading advisor with the CFTC and a member of the NFA; and


 


WHEREAS, the
Fund wishes to retain the Advisor to manage a commodity trading account of the Fund (the “Account”) pursuant
to the terms and conditions of this Agreement, as the Fund shall establish for that purpose.


 


NOW, THEREFORE,
in consideration of the premises and mutual covenants hereinafter set forth, the parties hereto agree as follows:


 


1.           Advisor's Duties


 


(a)      The Fund hereby appoints the
Advisor as its true and lawful agent and invests with it full power and authority to trade “commodities”
(as defined in Section 1(i) below) for the Account in accordance with the QIM Global Program (the “Program”),
pursuant to the terms and conditions of this Agreement. However, nothing in this Agreement or in the Advisor's activities for the
Fund shall cause the Advisor to be a partner of, joint venturer with or have a similar relationship to the General Partner or any
other trader for the Fund.


 


(b)      The Advisor shall use all reasonable
efforts to generate profits for the Account, but makes no assurance that the Account shall be profitable or not incur losses.


 


(c)      The Advisor shall trade the
Fund’s Account according to the Program at such notional trading level(s) as the Fund, through the General Partner, may notify
the Advisor in writing from time to time.


 


(d)      In managing the Account pursuant
to this Agreement and all other accounts which the Advisor manages from time-to-time, the Advisor shall manage the Account and
all such other similar accounts in a good faith effort to achieve an equitable treatment of all accounts under management over
time, taking into account the different investment mandates and investment strategies applicable to such accounts, current positions
of an account, the relative capitalization and cash availability of an account, leverage ratios and other considerations.


 


(e)      If position limits restrict
the number of positions the Advisor may establish for the Account, it shall use its reasonable efforts to allocate transaction
orders equitably between the Account and the other accounts it manages. In any event, the Advisor shall at all times use reasonable
efforts to implement a fair and consistent allocation policy which aims 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 various accounts managed by the Advisor.


 


(f)      The Advisor may combine orders
for the Fund with the Advisor’s own orders or with the orders of any other client of the Advisor. However, the Advisor will
only combine orders where the Advisor reasonably considers that it is unlikely that the aggregation of orders will work overall
to the Fund’s disadvantage. Such combination of orders may, on some occasions, produce a more favourable price and, on others,
a less favourable price than that which the Fund would have obtained had the Fund’s order been executed separately.


 






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(g)      The Advisor shall give up trades
for the Account to J.P. Morgan Securities LLC or Newedge USA LLC, or such other futures commission merchants or currency forward
counterparties as is mutually agreed upon by the Advisor and the General Partner (each an “FCM”). The Advisor
may select its own executing and/or floor brokers for execution of trades and give-up to the FCM. The Advisor is not responsible
for the brokerage commission rates charged to the Fund. All purchases and sales of commodities for the Account shall be for the
Account and at the risk of the Account. All commissions and expenses arising from the trading of, or other transactions in the
course of the administration of the Account, shall be charged to the Fund. The Advisor is not responsible for the actions of the
FCMs, executing and/or floor brokers. The General Partner and the Fund hereby appoint the Advisor to negotiate and execute “give-up”
agreements on behalf of the Fund.


 


(h)      The General Partner and the
Fund hereby represent and warrant to the Advisor that they have read and understood the Advisor's Due Diligence Questionnaire (the
“DDQ”) current as of June 1, 2012, and are aware of the risks inherent in the Program. The Advisor shall promptly advise
the General Partner of any occurrence that renders the Advisor’s DDQ materially inaccurate or materially incomplete, whether
as of the date of the DDQ or a later date.


 


(i)      As used in this Agreement, the
terms “commodities” and “commodity transactions” shall mean and include, without
limitation, commodities, commodity futures contracts, forward contracts, swaps, options on futures contracts and physical commodities.


 


(j)      The Advisor may, in its sole
discretion, make changes to the Program from time to time as a result of its ongoing commitment to research and development. Any
such change will not be deemed to constitute a material change to the Program and may be made without prior notification to the
Fund. Notwithstanding the prior sentence, any material change to the Program (such materiality to be determined in the Advisor’s
reasonable discretion), will only be made upon giving the Fund at least 30 days’ prior written notice. For the avoidance
of doubt, the addition and/or deletion of commodity interests from the Fund's portfolio managed by the Advisor shall not be deemed
a material change in the Program and prior written notice to the Fund shall not be required.


 


(k)      The General
Partner may override any trading instructions by the Advisor if: (i) the General Partner, in its sole discretion, determines them
to be in violation of any trading policy of the Fund (as set forth in the Fund’s then-current limited partnership agreement);
(ii) to the extent that the General Partner’s overriding is necessary for the protection of the Fund; (iii) to terminate
the commodities trading of the Fund; (iv) to comply with applicable laws or regulations; or (v) as and to the extent necessary,
upon the failure of the Advisor to comply with a request to make the necessary amount of funds available to the Fund within five
(5) days of such request, to fund distributions or redemptions or to pay the expenses of the Fund; provided that (x) the Fund shall
inform the Advisor that it has overridden a trading instruction as soon as reasonable practicable after doing so; and (y) the Fund
and the General Partner hereby acknowledge that any such override may reduce the value of such positions relative to the amount
that may have been realized if the same had remained subject to the normal course of application of the Program, and that the Advisor
shall have no liability for any such reduction in value.


 


(l)      The Advisor
may, without prior reference to any other party, arrange, recommend and/or effect transactions in which, or provide services in
circumstances where, the Advisor has, directly or indirectly, an interest or a relationship of any description with another party
which may involve a potential conflict with the Advisor’s duty to the Fund. The Advisor shall not be liable to account to
the Fund for any profit, commission or remuneration made or received from or by reason of such transactions or any connected transactions
and the Advisor’s fees shall not, unless otherwise provided, be abated thereby. Potential conflicting interests or duties
may arise because, for example: (i) the Advisor and its directors, officers and employees may invest in certain funds managed by
the Advisor, and may trade for their own proprietary accounts; (ii) any of the Advisor’s directors, officers or employees:
(A) holds or deals in investments which are held or dealt in on behalf of the Fund; or (B) is a director of, holds or deals in
securities of or is otherwise interested in, any company whose securities are held or dealt in on behalf of the Fund; (iii) the
Advisor provides discretionary investment management services to other clients and accordingly the Advisor may operate trading
strategies similar to the Program for more than one client; (iv) the transaction is in securities issued by a client of the Advisor;
and (v) the Advisor may act as agent for the Fund in relation to transactions in which it is also acting as agent for the account
of other clients.


 






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(m)      For the purposes
of this Agreement, “Best Execution” means, in relation to the Advisor’s execution of a transaction or the placing
of an order with other persons for execution that result from the Advisor providing services to the Fund, the best possible result
for the Fund in accordance with the Advisor’s execution policy for complying with the Advisor’s obligation to obtain
Best Execution (the information on which has been disclosed to the Fund, as amended from time to time (the “Execution
Policy”).


 


(n)      The Advisor
will provide the Fund with statements and other information about transactions on the basis set out in the Agreement.


 


2.           Compensation


 


(a)      The Fund will pay the Advisor:
after the end of each calendar quarter an incentive fee of 30% of any "Trading Profits" (as defined in
§2(c) below) generated by the Advisor in the Account during the quarter. Payment shall be made within 30 days after each calendar
quarter-end for incentive fees after an invoice has been provided to the Fund by the Advisor.


 


(b)      "Net Assets"
are the amount of Partnership funds actually deposited in the Account maintained with the FCM plus any Notional
Funds which may be allocated to the Advisor increased or decreased by any commodity trading gains or losses (realized and unrealized)
in the Account during the month and any interest income earned in the Account during the month and decreased by any accrued but
unpaid incentive fees from a previous month.


 


(c)      "Trading Profits"
are the sum of: (i) the net of all realized profits and losses on Account commodity positions liquidated during the quarter, plus
(ii) the net of all unrealized profits and losses net of accrued brokerage commissions on Account commodity positions open as of
the quarter-end; minus: (iii) the net of all unrealized profits and losses on Account commodity positions
open at the end of the previous quarter-end, and (iv) any cumulative net realized losses (which shall not include incentive fee
expenses) from the Advisor's trading of the Account carried forward from all previous quarters since the last quarter for which
an incentive fee was payable to the Advisor, and (v) a portion of the monthly ongoing operational and administrative costs, fees
and expenses of the Fund (“Ongoing Costs”) of 0.12% per month (1.44% annually). Trading Profits will be calculated
solely on the basis of assets allocated to the Advisor, and incentive fees will not be paid on interest income earned in the account.


 


(d)      With regard to the carry-forward
loss referred to in §2(c)(iv) above:


 



(i)       If the Fund withdraws funds from the Account during a period (whether
by reason of redemptions, distributions, reallocations of assets, or the payment of expenses) when there is such a
carry-forward loss, the loss shall be reduced, at the time of the withdrawal, by the percentage obtained by dividing the
amount of the withdrawal by the Account's Net Assets immediately before the withdrawal.


 


3.           Funding of the Account


 


The Fund may allocate
or withdraw capital from the Account at any time. The Fund shall promptly notify the Advisor, by email or facsimile, of any such
allocation or withdrawal, such notice not to be less than one business day, of such allocation or withdrawal (or such lesser notice
period as the Advisor and the Fund may agree in writing from time to time).


 


The Fund, and not the
Advisor, shall manage the non-commodity transactions of the Account.


 


4.           Discretionary Trading and Funds
Transfer Authorization


 


The Fund hereby authorizes
the Advisor to place orders, in the Advisor's discretion, for the execution of commodity transactions for the Account. The Fund
constitutes and appoints the Advisor as its attorney-in-fact for such purpose, with full authority to act on the Fund's behalf
(except that the Advisor shall not have any authority to withdraw any funds, securities or other property from the Account). Upon
the Advisor's request, the General Partner shall deliver to the Advisor, and renew when necessary, a Commodity Trading Authorization
form to the above effect.


 






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5.           Account
Statements; Errors


 


The Advisor shall promptly
notify: (a) the Fund of any error committed by the Advisor in transmitting Account orders, and (b) the Fund and the FCM of any
Account transaction that the Advisor believes was erroneously executed by the FCM. The General Partner shall instruct the FCM promptly
to furnish the Advisor with copies of all Account confirmations, purchase and sale statements, and monthly account statements.


 


6.           Advisor's Representations and
Covenants


 


The Advisor represents
that:


 


(a)      This Agreement has been duly
and validly authorized, executed and delivered on behalf of the Advisor, and when duly executed and delivered by the Fund and the
General Partner, shall be a valid and binding contract of the Advisor enforceable in accordance with its terms.


 


(b)      The DDQ is, in all material
respects, accurate and complete as of the date of the DDQ and as of the date of this Agreement. The Advisor agrees to promptly
provide to the General Partner any updated or revised new versions (including supplements) of the DDQ.


 


(c)      The Advisor
(i) agrees to act as a commodity trading advisor to the Fund, and specifically, to exercise discretion with respect to the assets
of the Fund allocated to it upon the terms and conditions set forth in this Agreement, as hereafter amended with the Advisor’s
prior written consent, and (ii) shall have sole authority and responsibility for directing the investment and reinvestment of the
assets directly allocated to it in commodities for the term of this Agreement.


 


7.           General Partner's and Fund's
Representations and Covenants


 


The General Partner
and the Fund represent that:


 


(a)      This Agreement has been duly
and validly authorized, executed and delivered and is a valid and binding contract of the General Partner and the Fund enforceable
in accordance with its terms. The General Partner and the Fund hereby appoint the Advisor as trading advisor to the Fund. The Fund
empowers the Advisor to invest and reinvest the assets of the Fund in commodities on the terms and conditions set forth herein.


 


(b)      The Fund is duly formed and
validly existing as a Delaware limited partnership, with full power and authority to carry out its obligations under this Agreement
and its Limited Partnership Agreement.


 


(c)      The Prospectus, as amended and
supplemented from time-to-time (collectively, the “Prospectus”) pursuant to which the Fund's Units are being
offered, shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, or fail to state
any material information required to be disclosed therein under the Commodity Exchange Act, as amended (the “CEA”),
the Securities Act of 1933, as amended (the “1933 Act”), and the rules promulgated thereunder; provided,
however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the General Partner by the Advisor, including, without limitation, all
references to the Advisor and its Affiliates (as defined in Section 10(h) below), controlling persons, shareholders, partners,
directors, officers and employees, as well as to such Advisor's trading approach and performance history.


 


(d)      The General Partner is duly
formed and validly existing as a Maryland corporation with full power and authority to carry out its obligations under this Agreement
and is registered with the CFTC as a commodity pool operator and is a member of the NFA.


 


(e)      The Fund shall make available
to the Fund's limited partners (the “Limited Partners”) all disclosures necessary with respect to the retention
of the Advisor to manage the Account to comply with the CEA, the CFTC's regulations thereunder, the rules and regulations of the
NFA and the applicable state and federal securities laws and regulations.


 


(f)       There are no actions, suits,
proceedings or investigations pending or, to the knowledge of the Fund, threatened against the Fund, at law or in equity, or before
or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrument or any self-regulatory
organization or any commodity exchange.


 






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(g)      The Fund is not required to
be registered as an investment company under the Investment Company Act of 1940, as amended.


 


(h)      The offer and sale of Units
in the Fund shall be conducted in accordance with all applicable federal and state laws and regulations.


 


 (i)     
The General Partner, and any of its duly appointed delegates, shall be responsible for compliance with the USA PATRIOT Act
and all relevant anti-money laundering regulations with respect to the Fund and its Limited Partners.


 


 (j)      The assets of
the Fund are not “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, and the regulations
promulgated thereunder (the “Plan Asset Regulations”). The Fund agrees to notify the Advisor as soon as reasonably
possible if the assets of the Fund become “plan assets” under the Plan Asset Regulations.


 


 (k)     The Fund is not entering into this Agreement as a consequence of any advice given
to it by the Advisor.


 


  (l)      The Fund will
act at all times in compliance with the terms of all broker agreements to which it is a party.


 


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


 


8.           Execution Policy


 


When executing transactions
or placing orders with other persons for execution that result from the Advisor providing the services on behalf of the Fund, the
Advisor shall take all reasonable steps to obtain best execution and shall act in good faith and with due diligence in its choice
and use of any counterparties.


 


9.           Indemnification


 


(a)      By the Advisor.
The Advisor agrees to indemnify and hold harmless each of the Fund and the General Partner and each affiliate thereof against any
loss, claim, damage, charge or liability to which they (or such affiliate) may become subject under the 1933 Act, the CEA or otherwise,
insofar as such loss, claim, damage, charge or liability (or actions in respect thereof) arises out of or is based upon: (i) any
misrepresentation or breach of any warranty, covenant or agreement of the Advisor contained in this Agreement; or (ii) any untrue
statement of material fact contained in the Prospectus, or the failure to state in the Prospectus a material fact required to be
stated therein or necessary to make the statements therein not misleading (in each case under this clause (ii) to the extent, but
only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with information furnished
and approved by the Advisor for inclusion in the Prospectus), including liabilities under the 1933 Act and the CEA.


 


(b)      By
the Fund and the General Partner. The Fund and the General Partner jointly and severally agree to indemnify and hold harmless
the Advisor and each of its affiliates against any loss, claim, damage, charge, or liability to which the Advisor or its controlling
persons may become subject, insofar as such loss, claim, damage, charge or liability (or actions in respect thereof) arises out
of or is based upon: (i) any misrepresentation or breach of any warranty, covenant or agreement of the Fund or the General Partner
contained in this Agreement; (ii) any untrue statement of any material fact contained in the Prospectus, or the failure to state
in the Prospectus a material fact required to be stated therein or necessary to make the statements therein not misleading (excluding
in each case under this clause (ii) any untrue statement or omission made in reliance upon and in conformity with information
furnished and approved by the Advisor for inclusion in the Prospectus), including liabilities under the 1933 Act and the CEA;
(iii) the management of the Account by the Advisor or the fact that the Advisor acted as a trading advisor of the Fund if the
Advisor acted in good faith and in a manner which it reasonably believed to be in or not opposed to the best interests of the
Fund and provided that the Advisor's conduct does not constitute gross negligence or willful misconduct; (iv) any acts or omissions
of the Fund, the General Partner or any trading advisor to the Fund before the Advisor commenced trading for the Fund; or (v)
any act or omission with respect to the Fund by any other trading advisor of the Fund.


 






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(c)      Limitations. None
of the indemnifications contained in this Section shall be applicable to default judgments, confessions of judgment or settlements
entered into by any indemnified party claiming indemnification without the prior consent of the indemnifying party.


 


(d)      Notice and Defense of
Claims. Promptly after receipt by an indemnified party under this section of notice of the commencement of any action,
that party will, if a claim in respect thereof is to be made against an indemnifying party under this Section, notify the indemnifying
party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability which
it may have to any indemnified party under this Section. In case any such action is sought against any indemnified party and it
notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and,
to the extent that it may wish, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice
from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party
will not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof other than reasonable costs of investigation, but shall continue to be liable to the
indemnified party in all other respect as heretofore set forth in this Section.


 


(e)       Retention
of Separate Counsel. If the indemnified party reasonably determines that its interest is or may be adverse to the
indemnifying party's or that there may be a legal defense available to the indemnified party that is different from, in
addition to or inconsistent with a defense available to the indemnifying party, the indemnified party may retain its own
counsel and shall be indemnified by the indemnifying party for any expenses reasonably incurred in investigating or defending
the action.


 


(f)       Advances. Expenses
incurred by an indemnified party in defending a threatened or asserted claim or a threatened or pending action shall be paid by
the indemnifying party in advance of final disposition or settlement of such matter, if and to the extent that the person on whose
behalf such expenses are paid shall agree to reimburse the indemnifying party in the event indemnification is not permitted under
this section upon final disposition or settlement.


 


(g)      Survival. The
provisions of this Section shall survive the termination or expiration of this Agreement.


 


(h)      "Affiliate"
means general partner, officer, director, employee or shareholder, and any general partner, officer, director, employee or shareholder
of such shareholder.


 


10.         Term


 


(a)      Term and Renewal.
This Agreement shall continue in effect for a period of one year following the end of the month in which the Fund shall begin to
receive trading advice from the Advisor hereunder. Thereafter, this Agreement shall be renewed automatically for additional one-year
terms unless either the Fund or the Advisor, upon written notice given prior to the original termination date or any extended termination
date, shall notify the other party of its intention not to renew.


 


(b)      Termination. Notwithstanding
Section 10(a) hereof, this Agreement can be terminated at any time (also during a contractual year), as follows:


 


  
  (i)       immediately if the Fund shall terminate and be dissolved in
accordance with its operative documents or otherwise; or


 


   
(ii)      immediately after receipt by the Advisor from the General Partner or by the
General Partner from the Advisor of written notice of termination; or


 


   
(iii)     immediately, at the discretion of the General Partner and by giving written notice
thereof, if any of the following events occurs: (1) the Advisor becomes bankrupt or insolvent; (2) the Advisor is, for any
reason whatsoever, unable to use its Global Program as in effect on the date of this Agreement or as refined or modified in
the future in accordance herewith; (3) the Advisor has failed to comply with, or is unable to comply with, any material,
agreed-upon written trading or administrative policy of the Fund; or (4) the Advisor fails to perform its obligations under
this Agreement in a commercially reasonable and appropriate manner.


 






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11.          Arbitration


 


The parties agree that
all controversies which may arise in connection with any transaction contemplated by this Agreement or the construction, performance
or breach of this Agreement or any other agreement between the parties hereto, whether entered into prior, on or subsequent to
the effective date of this Agreement, shall be determined by arbitration, and in accordance with the rules then obtaining of the
NFA, or if no such rules are then in effect, then the rules then obtaining of the Chicago Board of Trade; provided, however,
that (a) the arbitrator(s) shall be experienced in the matters to be under dispute, (b) the authority of the arbitrator(s) shall
be limited to construing and enforcing the terms and conditions of this Agreement as expressly set forth herein, and (c) the arbitrator(s)
shall state the reasons for the award in a written opinion. The award of the arbitrator(s), or a majority of them, shall be final,
and judgment upon the award may be confirmed and entered in any court, state or federal, having jurisdiction.


 


12.         Miscellaneous


 


(a)      Complete
Agreement. 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 it is in writing and signed
by the party against whom enforcement is sought.


 


(b)      Assignment. This Agreement may not be assigned by either
party without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.


 


(c)      Amendment; Waiver.
This Agreement may not be amended except by the written consent of the parties. No waiver of any provision of this Agreement may
be implied from any course of dealing between the parties or from any failure by a party to assert its rights under this Agreement
on any occasion or series of occasions.


 


(d)     
Severability. If any provision of this Agreement, or the application of any provision to any person or
circumstance, shall be held to be inconsistent with any law, ruling, rule or regulation, the remainder of this Agreement, or
the application of the provision to persons or circumstances other than those as to which it is held inconsistent, shall not
be affected thereby.


 


(e)      Notices. All notices
required or desired to be delivered under this Agreement shall be in writing and shall be effective when delivered personally on
the day delivered, or, when given by registered or certified mail, postage prepaid, return receipt requested, on the day of receipt,
addressed as follows (or to such other address as the party entitled to notice shall designate):


 


	
        If to the Fund

        and the General Partner:
	
        Steben & Company, Inc.

        2099 Gaither Road, Suite 200

        Rockville, Maryland 20850

        Attention: President



 


	If to the Advisor:	
        Quantitative Investment Management LLC

        401 East Market Street, Suite. 104

        Charlottesville, Virginia 22902



 


(f)      Survival. The
provisions of this Agreement shall survive the termination of this Agreement with respect to any matter arising while this Agreement
was in effect.


 


(g)     Governing Law.
This Agreement shall be governed by and construed in accordance with Delaware law (excluding the law thereof which requires the
application of, or reference to, the law of any other jurisdiction).


 


(h)     Property Right of the
Advisor. The Fund, the General Partner and their employees or agents acknowledge that commodity interest trading advice
provided and trading strategies used by the Advisor are confidential property rights belonging to it; the Fund further agrees,
unless authorized by the Advisor, that such advice will not be disseminated in whole or in part, directly or indirectly, to any
of the investors, brokers, brokers' customers, employees, agents, officers, directors or any others, except as necessary to conduct
the business of the Fund or except as required by any applicable law or regulation. Nothing contained in this Agreement shall require
the Advisor to disclose the confidential or proprietary details of its trading systems or strategies.


 






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(i)      Limit on Liability.
Except as otherwise set forth herein, the Advisor shall not be liable to the Fund, its partners or any of their respective successors
or permitted assigns except by reason of its acts or omissions taken or omitted due to bad faith, willful misconduct or gross negligence
or for not having acted in good faith in the reasonable belief that its actions were taken in, or not opposed to, the best interests
of the Fund. The foregoing sentence is intended to limit the liability of the Advisor, and nothing therein shall expressly or impliedly
create any liability, duty or responsibility on the part of any person.


 


(j)      Agreement Not Exclusive.
The services provided by the Advisor hereunder are not to be deemed exclusive. The Fund and General Partner acknowledge that,
subject to the terms of this Agreement, the Advisor may render advisory, consulting and management services to other clients for
which it may charge fees similar or different from those charged to the Fund. The Advisor shall be free to advise others and manage
other accounts during the term of this Agreement and to use the same or different information, computer programs and trading strategies
which it obtains, produces or utilizes in the performance of services for the Fund.


 


(k)     Independent Contractor.
This Agreement is not a contract of employment, and nothing contained herein shall be construed to create an exclusive relationship
or the relationship of employer or agent and principal or a joint venture or partnership between the parties hereto, except as
otherwise expressly set forth herein. Each of the Fund, the General Partner and the Advisor is an independent contractor and shall
be free to exercise its judgment and discretion with regard to the conduct of its business except as otherwise limited herein.


 


(l)      Counterparts.
This Agreement may be executed in one or more counterparts, including via facsimile, all of which together shall constitute one
original Agreement. Signatures of representatives of the parties as received by facsimile machine shall constitute “original”
signatures. Any reproduction of this Agreement by reliable means will be considered an original of this contract.


 


(m)    Headings. Headings
to sections and subsections in this Agreement are for the convenience of the parties and are not a part of or affect the meaning
of this Agreement.


 


THE ADVISOR MAY ENGAGE IN TRADING FOREIGN
FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A
UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION. FURTHER, UNITED STATES REGULATORY
AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES JURISDICTIONS
WHERE TRANACTIONS FOR THE FUND MAY BE EFFECTED. THE FUND AND THE GENERAL PARTNER HAVE BEEN ADVISED TO INQUIRE ABOUT ANY RULES RELEVANT
TO CONTEMPLATED TRANSACTIONS AND TO SEEK DETAILS (FROM THE ADVISOR OR ELSEWHERE), ABOUT THE TYPES OF REDRESS AVAILABLE IN BOTH
UNITED STATES AND OTHER JURISDICTIONS.


 


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


	
         

        The Fund:

        Seneca Global Fund, L.P. 
	
         

        The Advisor:

         

        Quantitative Investment Management,
        LLC

	
        By:___________________________________

         

         

        The General Partner:

        Steben & Company, Inc.

         

        By:____________________________________

         
	
         

        By:___________________________________

         

        Name: _______________________________

         

        Title:________________________________

         

         



 



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