s22-9089_ex1008.htm


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

       

    

    EXHIBIT
10.08

     

    ADVISORY
AGREEMENT

     

    THIS
AGREEMENT, made as of January 28, 2009, among RJO 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 NuWave
Investment Management, LLC, a Delaware limited liability company (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 principals of the
Trading Advisor have experience trading in futures interests and the Trading
Advisor is willing 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 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; 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 reasonably 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 reasonably 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.

     

    (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

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
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, furnished by the
Trading Advisor 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 their fiduciary,
legal, reporting, filing or other obligations hereunder or to monitor
performance in the account during the term of this Agreement or thereafter, or
to 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) Upon the
commencement of trading operations on or about February 1, 2009 by the Trading
Advisor with respect to a portion of the assets of the Fund, the Trading Advisor
hereby agrees to act as a Trading Advisor for the Fund and, as such, shall have
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,



    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
however, that the
Managing Owner may override the instructions of the Trading Advisor without
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.  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.

     

    (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 prohibitions and 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 Fund’s account and the
performance of a representative sample of other client accounts, including the
composite performance of all accounts managed (“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 discrepancies
between the performance of such Other 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, among other reasons,
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 and accounts which have
different portfolios or different fiscal years.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (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 an individual market
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, its designated entities, 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 commercially reasonable 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.

     

    (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 the Fund’s attorney-in-fact for such purpose (a form of
which is attached hereto as Exhibit B).

     

    (f) In
performing services to the Fund, the Trading Advisor shall utilize its Combined
Futures Portfolio (2x) (the “Trading Program”), as described in the Disclosure
Document, and as modified from time to time. The Trading Advisor shall give the
Managing Owner prior written notice of any change in the 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.



      

    

    *
Confidential material redacted and filed separately with the
Commission.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              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 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,
underwriter, placement agent, 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.

     

    
      	
              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”).

     

    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 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 initial incentive period will commence on the date the
Trading Advisor commences trading the Account and shall end on the last day of
the then-current calendar quarter.  The Incentive Fee is payable
within 20 Business Days of the end of the calendar quarter for which it was
calculated.

     

     

    
      
* Confidential material redacted and filed
separately with the Commission.

    



    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (b) If this
Agreement is terminated on a date other than the last day of a calendar quarter,
the Incentive Fee shall be determined as if such date were the end of a calendar
quarter. 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 (including
the month in which the Trading Advisor commences such operations), 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. The Management Fee
payable to the Trading Advisor for the month in which the Fund begins to receive
trading advice from the Trading Advisor pursuant to this Agreement shall be
prorated based on the ratio of the number of trading days in the month from the
day the Fund begins to receive such trading advice 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 total 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 determined in accordance with
generally accepted accounting principles consistently applied under the accrual
basis of accounting. 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 shall be 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 daily settlement price as published by the
foreign exchange, or if such settlement price is unavailable, the market value
as determined by the Managing Owner on a basis consistently applied for each
different variety of contract.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (d) The term
“New Trading Profit” shall mean net futures interest trading profits (realized
and unrealized) on the Assets, decreased proportionally by the Trading Advisor’s
monthly Management Fees and brokerage commissions and NFA fees applicable
to the Account.  Interest income is not included in New Trading Profit.
Extraordinary expenses do not reduce New Trading Profit.  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 or, if no Incentive Fee has been earned previously by the Trading
Advisor, from the date that the Trading Advisor commenced managing the Assets,
to the end of the calendar quarter as of which such Incentive Fee calculation is
being made. 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. 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 that occur 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 in
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 Trading Company paying an intervening
Incentive Fee and Assets are reduced in more than one such calendar quarter
because of redemptions, 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. No Incentive Fees
shall be payable to the Trading Advisor until the Trading Advisor has earned New
Trading Profit.

     

    
      	
              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.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    (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 reasonably 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. 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.  The Trading Advisor may terminate this Agreement at the end
of any 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.  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
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 any person
described as a “principal” of the Trading Advisor in the Prospectus ceases for
any reason to be an active “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) except as provided in Section 12
hereof, 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; (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


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
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) in the event that the Managing Owner overrides
a trade instruction of the Trading Advisor pursuant to 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.

            


    

     

    (a) Limitation of Trading
Advisor Liability. In respect of the Trading Advisor’s role in the
futures interests trading of the Fund, 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, willful misconduct or gross 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.

     

    (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)
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 this Agreement (except as covered by paragraph (d) below);
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 approval not to be
unreasonably withheld) to the effect that the action or inaction of the Trading
Advisor that was the subject of the demand, claim, lawsuit, action, or
proceeding constituted gross negligence, willful misconduct, or a breach of this
Agreement by the Trading Advisor or a representation, warranty or covenant of
the Trading Advisor, its controlling persons, its affiliates and its respective
directors, officers, shareholders, employees, and controlling persons and was
not done in good faith.

    

      

      *
Confidential material redacted and filed separately with the
Commission.

       

    

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (c) Fund Indemnity in Respect of
Management Activities.  The Fund shall 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 this Agreement
(except as covered by paragraph (e) below); 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 approval not to be unreasonably withheld) to the effect
that the action or inaction of the Fund that was the subject of the demand,
claim, lawsuit, action, or proceeding constituted gross negligence, willful
misconduct, or a breach of this Agreement by the Fund or a representation,
warranty or covenant of the Fund, its controlling persons, its affiliates and
directors, officers, shareholders, employees, and controlling persons and was
not done in good faith.

     

    (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 and only to the extent that such losses, claims, damages,
liabilities, costs, or expenses (or action in respect thereof) arise out of, or
are based upon a breach by the Trading Advisor of any applicable laws or
regulations or any representation, warranty or agreement in this
Agreement.

     

    (e)  Fund Indemnity in Respect of
Sale of Units. The Fund shall 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 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 in any other sales literature and furnished by the Trading Advisor
for inclusion therein.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (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.

     

    (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 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.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              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 commercially reasonable
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 practicable 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, but subject to that
standard.  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 with respect to the Trading
Advisor’s trading activities. 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 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) the CFTC, or (ii) 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′


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
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; provided that, if such speculative position limits have been
set by the Fund’s futures commission merchant (rather than by an exchange
directly), the Trading Advisor may liquidate positions in only the accounts held
by such futures commission merchant.

     

    
      	
              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 Disclosure Document (as modified from time to
time) or any other trading programs agreed to by the Managing Owner and the
Trading Advisor.

     

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

     

    (iii) The
Trading Advisor shall trade the Assets pursuant to the same trading programs
described in the Disclosure Document unless the Managing Owner and the Trading
Advisor agree otherwise.

     

    (iv) 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 limited liability company 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 Disclosure Document (the “Trading Advisor Principals”).

     

    (v) 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 as of the date of the
Disclosure Document.

     

    (vi) 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 only to the Trading Advisor, the Trading
Advisor Principals, and the Trading Advisor’s trading systems, methods and prior
trading performance:  (i) the Prospectus 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


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    
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 actual performance of such
accounts set forth in the Prospectus has been calculated and presented in
accordance with the descriptions therein and is complete and accurate in all
material respects.  Other than as expressly set forth in this
subsection (vi), the Trading Advisor shall have no responsibility for the
content of the Prospectus.

     

    (vii) 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.

     

    (viii) 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 Disclosure Document 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.

     

    (ix) The
execution and delivery of this Agreement, the incurrence of the obligations set
forth herein, the consummation of the transactions contemplated herein and the
payment of the fees hereunder 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.

     

    (x) Since the
respective dates as of which information is given in the Disclosure Document,
and except as may otherwise be stated in or contemplated by the Disclosure
Document, to the knowledge of the Trading Advisor after due inquiry, 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.

     

    (xi) Except as
set forth in the Disclosure Document 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 against the Trading Advisor 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 (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.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (xii) 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.

     

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

     

    (xiv) 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.

     

            
(xv) The foregoing representations and warranties shall be continuing
during the term of this Agreement and if at any time any event shall occur which
the Trading Advisor reasonably believes will 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 promptly inform the Managing Owner if 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 promptly inform the Managing Owner if
the Trading Advisor becomes aware of any breach of this Agreement by the Trading
Advisor.

     

    (iii) The
Trading Advisor agrees to reasonably 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).

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
              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.

     

    (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.

     

    (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 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, to the
knowledge of the Managing Owner after due inquiry, 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.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

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

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (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 promptly inform the Trading Advisor if 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 promptly inform the Trading Advisor if the Managing
Owner or the Fund become aware of any material breach of this Agreement by the
Managing Owner or the Fund.

     

    (iii)           The
Managing Owner will not file or distribute any prospectus, amendment or
supplement thereto, containing a material change with respect to the Trading
Advisor, without the Trading Advisor's prior consent, such consent not to be
unreasonably withheld. While the Managing Owner will endeavor to provide as much
advance notice as possible, the Trading Advisor acknowledges that the time for
such consent will be dependent upon regulatory requirements and shall provide
any necessary response in accordance with any reasonable request made by
the Managing Owner.

    


     

    
      	
              12.  

            	
              Merger or Transfer of
      Assets.

            


    

     

    The
Managing Owner, Fund or the Trading Advisor may merge or consolidate with, or
sell or otherwise transfer its business, or all or a substantial portion of its
assets, to any entity upon written notice to the other parties.

     

    
      	
              13.  

            	
              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 in writing and signed by the
party against whom enforcement is sought.

     

    
      	
              14.  

            	
              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.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	
              15.  

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

     

    
      	
              16.  

            	
              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.

     

    
      	
              17.  

            	
              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 and the Trading Advisor,
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 in all material respects 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 reasonably
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 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 containing such legal opinions that are reasonable under the
circumstances.

     

    (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:

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (i) To the
Trading Advisor, a certificate, dated the date of such closing and in form and
substance satisfactory to the Trading Advisor and the Managing Owner, 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;

     

    (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 in all material respects on their part to be performed or
satisfied under this Agreement at or prior to the date of the
closing.

     

    
      	
              18.  

            	
              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 five
Business Days prior to the date of filing or publication.

     

    
      	
              19.  

            	
              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 (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 prior notice of and a copy of such
promotional material and has consented to the use
of such promotional material in
writing.  In the event the Trading
Advisor's consent has not been received within 3 business days of being provided
to the Trading Advisor and following reasonable attempts by the Trading
Manager to verify Trading Advisor’s receipt of proposed promotional material
relating to the trading advisor, consent
shall be deemed granted. 

     

    20. 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.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	
              21.  

            	
              Use of
      Name.

            


    

     

    The Trading Advisor hereby consents to
the non-exclusive use by the Managing Owner of the names “NuWave” and “NuWave
Investment Management” in the Prospectus and any sales material, only so long as
the Trading Advisor serves as a trading advisor to the Fund.  The
Managing Owners agrees to indemnify and hold harmless the Trading Advisor, its
partners, directors, officers, affiliates, employees and agents from and against
any and all costs, losses, claims, damages or liabilities, joint or several,
including, without limitation, attorneys' fees and disbursements, which may
arise out of the misuse of the names “NuWave” or "NuWave Investment Management"
or out of any breach of, or failure to comply with, this Section
21.

    


    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 "NuWave Investment
Management” (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 "NuWave Investment
Management" or any name, mark or logo type derived from it or similar to it
(except to the extent required by law, regulation or rule).

    


    
      	
              22.  

            	
              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 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:

                        
	 
      	
                          RJO
      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

                        


                

              

            

          

        

      

    

    
    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

       

      
        
          
            
              
                
                  
                    
                      	 
      	
                              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:

                               

                            
	 
      	
                              NuWave
      Investment Management, LLC

                              1099
      Mt. Kemble Ave.

                              Morristown,
      NJ 07960

                              Tel:
      973-425-9192

                              Facsimile:
      973-425-9190

                               

                            


                    

                  

                

              

            

          

        

        
          	
                  23.  

                	
                  Continuing Nature of
      Representations Warranties and Covenants:
  Survival.

                


        

      

    

     

    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.

     

    
      	
              24.  

            	
              Third-Party
      Beneficiaries.

            


    

     

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

     

    
      	
              25.  

            	
              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


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    
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.

     

    
      	
              26.  

            	
              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.

     

    
      	
              27.  

            	
              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.

     

    
      	
              28.  

            	
              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.

     

    
      	
              29.  

            	
              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.

     

    
      	
              30.  

            	
              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.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 
      	
              RJO
      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:

            
	 
      	 
      
	 
      	
              NUWAVE
      INVESTMENT MANAGEMENT, LLC

               

              By                                                      

              Name:

              Title:

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    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
positions in 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 except if the
Fund purchases or takes delivery of commodities. If the Trading Advisor borrows
money on behalf of the Fund, the lending entity in such case (the “lender”) may
not receive interest in excess of its interest costs, nor may the lender receive
interest in excess of the amounts which would be charged the Fund by unrelated
banks on comparable loans for the same purpose, nor may the lender or any
affiliate thereof receive any points or other financing charges or fees
regardless of the amount. Use of lines of credit in connection with its forward
trading does not, however, constitute borrowing for purposes of this trading
limitation.

     

    3.           The
Trading Advisor will not “churn” the Fund’s assets. Churning is the unnecessary
execution 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 other financial institutions which the Managing Owner has
determined to be creditworthy.

     

    5.           The
Trading Advisor will trade only in those futures interests that have been
approved by the CFTC as suitable for US investors. The Trading Advisor will 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 assets allocated to 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 on
behalf of the Fund if such additional positions would result in the aggregate
net long or short positions for all futures interests requiring as margin or
premium for all outstanding positions more than 66 2/3%
of the Fund’s assets allocated to the Trading Advisor.

     

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

     

    8.           The
Trading Advisor will be responsible for errors committed or caused by it in
transmitting orders for the purchase or sale of futures interests for the Fund’s
account.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    


     

    EXHIBIT
B

     

    COMMODITY
TRADING AUTHORITY

     

    Dear
NuWave Investment Management, LLC:

     

    RJO
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
as the Fund’s attorney-in-fact to buy and sell futures and forward contracts
through such futures commission merchants 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 28th day
of January, 2009, 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,

               

            
	 
      	
              RJO
      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

     

    


     

    
      	
              Exchange

            	
              Market Description

            	
              Sector

            
	
              SFE

            	
              SPI

            	
              Stock
      Index

            
	
              Euronext

            	
              CAC40

            	
              Stock
      Index

            
	
              Eurex

            	
              DAX

            	
              Stock
      Index

            
	
              Eurex
      - LIFFE

            	
              FTSE

            	
              Stock
      Index

            
	
              HKFE

            	
              Hang
      Seng

            	
              Stock
      Index

            
	
              Simex

            	
              Nikkei

            	
              Stock
      Index

            
	
              CME

            	
              Emini
      S & P

            	
              Stock
      Index

            
	
              SFE

            	
              Aussie
      10 Year Bonds

            	
              Rate_Long

            
	
              Eurex

            	
              Bund

            	
              Rate_Long

            
	
              TSE

            	
              Japanese
      Gov't Bonds

            	
              Rate_Long

            
	
              Simex

            	
              Japanese
      Gov't Bonds

            	
              Rate_Long

            
	
              Eurex
      - LIFFE

            	
              Long
      Gilt

            	
              Rate_Long

            
	
              CBOT

            	
              Ten
      Year Notes

            	
              Rate_Long

            
	
              Eurex
      - LIFFE

            	
              Euribor
      3 Month

            	
              Rate_Short

            
	
              CME

            	
              Eurodollar

            	
              Rate_Short

            
	
              Eurex
      - LIFFE

            	
              Short
      Sterling

            	
              Rate_Short

            
	
              CME

            	
              Aussie
      Dollar

            	
              Currency

            
	
              CME

            	
              British
      Pound

            	
              Currency

            
	
              CME

            	
              Canadian
      Dollar

            	
              Currency

            
	
              CME

            	
              Euro
      Currency

            	
              Currency

            
	
              CME

            	
              Japanese
      Yen

            	
              Currency

            
	
              COMEX
      - Globex

            	
              Gold

            	
              Metal_Precious

            
	
              COMEX
      - Globex

            	
              Silver

            	
              Metal_Precious

            
	
              LME

            	
              Aluminum

            	
              Metal_Industry

            
	
              LME

            	
              Copper

            	
              Metal_Industry

            
	
              Nymex/CME

            	
              Crude
      Oil

            	
              Energy

            
	
              Nymex/CME

            	
              Heating
      Oil

            	
              Energy

            
	
              Nymex/CME

            	
              RBOB

            	
              Energy

            
	
              Nymex/CME

            	
              Natural
      Gas

            	
              Energy

            
	
              CBOT

            	
              Corn

            	
              Grain

            
	
              CBOT

            	
              Soybeans

            	
              Grain

            
	
              CBOT

            	
              Wheat

            	
              Grain

            
	
              CME

            	
              Live
      Cattle

            	
              Livestock

            
	
              ICE

            	
              Coffee

            	
              Soft

            
	
              ICE

            	
              Cotton

            	
              Soft

            
	
              ICE

            	
              Sugar

            	
              Soft

            


    

    


     

     

    C-1