Exhibit
10.03


LEAD
SELLING AGREEMENT


THIS LEAD SELLING AGREEMENT (this “Agreement”)
is made and entered into as of the 18th_ day of July, 2007, by and among R.J. O’Brien
Fund Management, Inc., a Delaware limited liability company (“RJOFM” or “Managing
Owner”), the managing owner of the JWH Global Trust (the “Trust”),
and the Trust which was formed pursuant to the Business Trust Act of the State
of Delaware (the “Trust Act”) on November 12, 1996, and TJM Investments
LLC, an Illinois limited liability company (the “Selling Agent”).


W I T N E S S E T H:


WHEREAS, the Trust was formed
for the purpose of engaging in speculative trading of futures contracts on
currencies, interest rates, energy, and agricultural products, metals and stock
indices, options on such futures contracts, and spot and forward contracts on
currencies and precious metals;


WHEREAS, the Trust offers,
sells and issues units in the Trust (“Units”); and


WHEREAS, the Selling Agent has
agreed to assist, as selling agent, in the wholesale offer and sale of the
Units on a reasonable efforts basis, through additional selling agents  without any firm underwriting commitment.


NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
and agreements hereinafter contained, the parties hereto hereby agree as
follows:


SECTION 1.  Representations
and Warranties of the Managing Owner and the Trust.  Each of the Managing Owner and the Trust
severally as applicable to itself (and, in the case of RJOFM, as applicable to
the Trust) represents and warrants as of the date hereof to the Selling Agent
as follows:


(a)           The Managing Owner
has filed with the Securities and Exchange Commission (the “SEC”) under
the Securities Act of 1933, as amended (the “1933 Act”), and the rules
and regulations promulgated by the SEC thereunder (the “SEC Regulations”),
the following: on July 26, 2007, Post-Effective Amendment No. 3 to the October
6, 2004 registration statement on Form S-1, for the registration of an
additional $500,000,000 in Units, filed with the SEC and declared effective by
the SEC on November 1, 2004 (SEC File No. 333-119560), on Form S-1, which was
declared effective by the SEC on _____________, 2007.


(b)           Copies of the
preliminary prospectus contained in each of the Registration Statements filed
with the SEC on behalf of the Trust and copies of the final prospectuses
thereto have also been, or will be, filed with (i) the Commodity Futures
Trading Commission (the “CFTC”) under the Commodity Exchange Act (the “Commodity
Act”) and the rules and regulations promulgated thereunder by the CFTC (the
“CFTC Rules”); and (ii) the National Futures Association (the “NFA”)
in accordance with NFA Compliance Rule 2-13. 
Copies of each of the Registration Statements referred to in this
Section 1(a) have also been filed with National Association of Securities
Dealers, Inc. (the “NASD”) pursuant to its Conduct Rules.


(c)           The Registration
Statement referred to in Section 1(a) and the prospectus included therein are
hereinafter called the “Registration Statement” and the “Prospectus,”
respectively, except that if the Trust files a post-effective amendment to the
Registration Statement, then the term “Registration Statement” shall, from and
after the filing of each such amendment, refer to the applicable Registration
Statement, as amended by such amendment, and the term “Prospectus” shall refer
to the amended prospectus then on file with the SEC as part of the applicable
Registration Statement; and if a prospectus as first issued in compliance with
the SEC Regulations shall differ from the prospectus on file at the time the
applicable Registration Statement or any amendment thereto shall have become
effective, the term “Prospectus” shall refer to the prospectus most recently so
issued from and after the date on which it shall have been issued, including
any amendment or supplement thereto.  The
Trust will not file any 













 


amendment to
the Registration Statement or any amendment or supplement to the Prospectus
unless the Selling Agent has received reasonable prior notice of and a copy of
such amendments or supplements and has not reasonably objected thereto in
writing.


(d)           The Trust will not
utilize any promotional brochures or other marketing materials (collectively, “Promotional
Material”), including “Tombstone Ads” or other communications qualifying
under Rule 134 of the SEC Regulations, which are reasonably objected to by the
Selling Agent.  No reference to the
Selling Agent may be made in the Registration Statement, Prospectus or in any
Promotional Material which has not been approved in writing by the Selling
Agent, which approval the Selling Agent may withhold in its reasonable
discretion.  The Trust  will deliver to the Selling Agent any and all
of the Trust’s marketing materials to be distributed to investors  for submission by the Selling Agent to the
NASD, and will not use any such Promotional Material to which the NASD has not
stated in writing that it has no objections.


(e)           The Certificate of
Trust pursuant to which the Trust has been formed (the “Certificate of Trust”)
and the Trust’s Declaration and Agreement of Trust (the “Declaration and
Agreement of Trust”) each provides for the subscription for and sale of the
Units; all action required to be taken by the Managing Owner and the Trust as a
condition to the continued sale of the Units to qualified subscribers therefore
has been or, prior to each sale of Units, will have been taken; and, upon
payment of the consideration therefore specified in all accepted Subscription
Agreements and Powers of Attorney, the Units will constitute valid beneficial
interests in the Trust.


(f)            The Trust is a
business trust duly organized pursuant to the Certificate of Trust, the
Declaration and Agreement of Trust and the Trust Act and validly existing under
the laws of the State of Delaware with full power and authority to engage in
the trading of futures, options on futures, and spot/forward contracts, as
described in the Prospectus.


(g)           RJOFM is duly
organized and validly existing and in good standing as a corporation under the
laws of the State of Illinois and in good standing as a foreign corporation in
each other jurisdiction in which the nature or conduct of its businesses
requires such qualification and the failure to so qualify would materially
adversely affect the Trust’s or the Managing Owner’s ability to perform their
obligations hereunder.


(h)           The Trust and RJOFM
have proper power and authority under applicable law to perform their
respective obligations under the Declaration and Agreement of Trust, the Escrow
Agreement relating to the offering of the Units (the “Escrow Agreement”),
and this Agreement, as described in the Registration Statement and Prospectus.


(i)            The Registration
Statement and the Prospectus contain all statements and information required to
be included therein by the Commodity Act and the rules and regulations
thereunder.  When the Registration
Statement became effective under the 1933 Act, the Registration Statement and
Prospectus complied in all material respects with the requirements of the 1933
Act, the Commodity Act and the rules and regulations under such Acts.  The Registration Statement as of its most
recent effective date did not contain any untrue statement 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. 
The Prospectus as of its most recent date of issue did not and will not
contain an untrue statement 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
Registration Statement or Prospectus made in reliance upon and in conformity
with information relating to JWH and furnished or approved in writing by JWH;
or with respect to any information contained in the prior versions of the
Registration Statements and Prospectuses,


(j)            With respect to
RJOFM, KPMG LLP are the accountants who audited the financial 



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statements
filed with the SEC as part of the Registration Statement.  They are the independent public accountants
with respect to the Managing Owner as required by the 1933 Act and the SEC
Regulations; and with respect to the Trust, CF & Co, LLP are the
accountants who certified the financial statements filed with the SEC as part
of the Registration Statement and are the independent public accountants with
respect to the Trust as required by the 1933 Act and the SEC Regulations.


(k)           The financial
statements filed as part of the Registration Statement and those included in
the Prospectus present fairly the financial position of the Trust and of the
Managing Owner as of the dates indicated; and said financial statements have
been prepared in conformity with generally accepted accounting principles (as
described therein), or, in the case of unaudited financial statements, in
substantial conformity with generally accepted accounting principles, applied
on a basis which is consistent in all material respects for each balance sheet
date presented.


(l)            Since the date as
of which information is given in the Registration Statement and the Prospectus,
there has not been any material adverse change not already known in the
condition, financial or otherwise, of the Managing Owner or the Trust, whether
or not arising in the ordinary course of business.


(m)          The Declaration and
Agreement of Trust, the Escrow Agreement and this Agreement have each been duly
and validly authorized, executed and delivered by each Managing Owner signatory
thereto for itself and on behalf of the Trust, and each constitutes a legal,
valid and binding agreement of the Trust and the Managing Owner signatory
thereto enforceable in accordance with its terms.


(n)           The execution and
delivery of the Declaration and Agreement of Trust, the Escrow Agreement, and
this Agreement, the incurrence of the obligations set forth in each of such
agreements and the consummation of the transactions contemplated therein and in
the Prospectus do not and will not constitute a breach of, or default under,
any instrument by which either the Managing Owner or the Trust, as the case may
be, is bound or any order, rule or regulation applicable to the Managing Owner
or the Trust of any court or any governmental body or administrative agency
having jurisdiction over the Managing Owner or the Trust.


(o)           There is not pending
or, to the Managing Owner’ knowledge, threatened, any action, suit or
proceeding before or by any court or other governmental body to which the
Managing Owner or the Trust is a party, or to which any of the assets of the
Managing Owner or the Trust is subject, which is not referred to in the
Prospectus or which is not otherwise known, and which might reasonably be
expected to result in any material adverse change in the condition (financial
or otherwise), of the Managing Owner or the Trust or is required to be
disclosed in the Prospectus pursuant to applicable CFTC Rules.  The Managing Owner has not received any
notice of an investigation or warning letter from NFA or the CFTC regarding
non-compliance by the Managing Owner with the Commodity Act or the regulations
thereunder.


(p)           The Managing Owner
has all federal and state governmental, regulatory and commodity exchange
approvals and licenses, and has effected all filings and registrations with
federal and state governmental agencies required to conduct its businesses and
to act as described in the Registration Statement and Prospectus or required to
perform its obligations as described under the Declaration and Agreement of
Trust and this Agreement (including, without limitation, registration as a
commodity pool operator under the Commodity Act and membership in NFA as a
commodity pool operator), and the performance of such obligations will not contravene
or result in a breach of any provision of its certificate of incorporation,
by-laws or any agreement, order, law or regulation binding upon it.  The principals of the Managing Owner
identified in the Registration Statement are all of the principals of the
Managing Owner, as “principals” is defined by CFTC Rules.  Such principals are duly listed as such on
the Managing Owner’s commodity pool operator Form 7-R registration.


(q)           The Trust does not
require any federal or state governmental, regulatory or commodity 



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exchange
approvals or licenses, or need to effect any filings or registrations with any
federal or state governmental agencies in order to conduct its businesses and
to act as contemplated by the Registration Statement and Prospectus and to issue
and sell the Units (other than filings relating solely to the offering of the
Units), and to trade in the commodity markets.


SECTION 2.  Representations
and Warranties of the Selling Agent. 
The Selling Agent represents and warrants to the Trust and the Managing
Owner as follows:


(a)           The Selling Agent is
a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Illinois.  The Selling Agent has full corporate power
and authority to perform its obligations under this Agreement and as will be
described in the Registration Statement and Prospectus.


(b)           The Selling Agent
has all federal and state governmental, regulatory and exchange licenses and
approvals, and has effected all filings and registrations with federal and
state governmental and regulatory agencies required to perform its obligations
under this Agreement (including, without limitation, membership of the Selling
Agent as a broker-dealer in the NASD), and the performance of such obligations
will not violate or result in a breach of any provision of the Selling Agent’s
organizational documents or any agreement, instrument, order, law or regulation
binding upon the Selling Agent.


(c)           This Agreement has
been duly authorized, executed and delivered by the Selling Agent, and this
Agreement constitutes a valid, binding and enforceable agreement of the Selling
Agent in accordance with its terms.


(d)           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 constitute a breach of, or default under, any instrument by
which the Selling Agent is bound or any order, rule or regulation applicable to
the Selling Agent of any court or any governmental body or administrative
agency having jurisdiction over the Selling Agent.


SECTION 3.  Offering and Sale of Units.


(a)           The Selling Agent is
hereby appointed the principal selling agent of the Trust during the term
herein specified for the purpose of finding acceptable additional selling
agents.  Units may be sold as of the
close of business on the last day of each month, as determined by the Managing
Owner (the “Offering Period”). 
Subject to the performance by the Managing Owner of all its obligations
to be performed hereunder, and to the completeness and accuracy in all material
respects of all the representations and warranties of the Trust and the
Managing Owner contained herein, the Selling Agent hereby accepts such agency
and agrees on the terms and conditions herein set forth to use reasonable
efforts during the Offering Period to find acceptable additional selling agents
to procure subscribers for units per the terms and conditions of the Post
Effective Amendment referenced in Section 1 (a) above.  It is understood that the Selling Agent’s
agreement to use reasonable efforts to find acceptable additional selling
agents for the Units shall not prevent it from acting as a selling agent or
underwriter for the securities of other issuers which may be offered or sold
during the Offering Period.  The agency
of the Selling Agent hereunder shall continue, subject to the provisions of
Section 9 of this Agreement, for such period as the Selling Agent and the
Managing Owner shall agree upon.


(b)           No selling
commissions will be paid from the proceeds of sales of Units.  The Selling Agent will cause the Managing
Owner or its designee to compensate the additional selling Agents pursuant to
the Additional Selling Agreements, which shall provide for the payment to the
Additional Selling Agent’s Registered Representatives of an initial sales
commission of up to 3% of the Net Asset Value of each Unit sold by the
Registered Representative.



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(c)           The Selling Agent
further will cause ongoing compensation to be paid, of up to 3% per annum of
the month-end Net Asset Value of the Units attributable to Units sold by a
Registered Representative of the Additional Selling Agent which remain
outstanding for more than twelve months (including the month as of the end of
which such Unit is redeemed) and will be paid to the Registered Representative
commencing after the 12th month following the monthly closing at which a unit
is issued. Such payment shall only be issued to a Registered Representative
who, at the time such payment is made, has agreed to provide the additional
services described below, is registered with the CFTC and has satisfied all
applicable proficiency requirements (including those imposed by the NASD as a
condition of receiving “trailing commissions”) by either passing the Series 3
National Commodity Futures Exam or the Series 31 exam or being “grandfathered”
from having to do so. In the case of an Additional Selling Agent introduced by
a Wholesaler who meets the eligibility requirements for receipt of ongoing
compensation, the Selling Agent will cause the Managing Owner or its designee
to pay a portion of the up to 1/4 of 1% monthly ongoing compensation to the
Wholesaler depending upon the Wholesaler’s arrangement with the Additional
Selling Agent.


(d)           The ongoing
compensation described in the foregoing paragraph shall only be paid to any
otherwise eligible Registered Representatives, provided that the Additional
Selling Agent with which such Registered Representative is associated continues
at the time of such payment to be registered with the CFTC as a futures
commission merchant or introducing broker and continues to be a member in good
standing of NFA in such capacity, and is contingent upon the provision by a
Registered Representative (duly registered and qualified at the time of such
payment as to proficiency with the CFTC and NFA as described above) who sold
outstanding Units in his capacity as a registered representative of the
Additional Selling Agent of additional services in connection with such Units,
including: (i) inquiring of the Managing Owner from time to time, at the
request of an owner of such Units, as to the Net Asset Value of a Unit; (ii)
inquiring of the Managing Owner from time to time, at the request of an owner
of such Units, regarding the commodities markets and the Trust; (iii)
assisting, at the request of the Managing Owner, in the redemption of Units
sold by such Registered Representative; and (iv) providing such other services
to the owners of such Units as the Managing Owner may, from time to time,
reasonably request.


(e)           Ongoing compensation
shall be paid only in respect of Units sold by Registered Representatives who
are eligible to receive such ongoing compensation as described above. No
ongoing compensation whatsoever shall be paid on any Units sold by Registered
Representatives not eligible to receive such ongoing compensation at the time
of payment. With respect to particular Units substitute Registered
Representatives who are appropriately registered and who agree in writing to
perform the services described in this Section 5(b) above with respect to such
Units (“Substitute Registered Representatives”) may also receive ongoing
compensation with respect to such Units. Such ongoing compensation shall be
paid monthly.


(f)            In the event that
the payment of ongoing compensation is restricted by the NASD, the payment of
such ongoing compensation shall be limited to the maximum amount permissible
pursuant to such restrictions.


(g)           The Selling Agent
will use reasonable efforts to find qualified Additional Selling Agents on the
terms stated herein. It is understood that the Selling Agent has no commitment
with regard to the sale of the Units other than to use reasonable efforts.  In connection with the offer and sale of the
Units, the Selling Agent represents that it will comply fully with all
applicable laws, and the rules of the NASD, the SEC, the CFTC, state securities
administrators and any other regulatory body. 
Neither the Selling Agent nor any of its employees, agents or representatives
will use or distribute any marketing material or information other than that
prepared by the Trust and the Managing Owner and have been registered with the
applicable regulatory bodies.


(h)           The Selling Agent
agrees not to recommend the purchase of Units to any subscriber or 



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Additional
Selling Agent if the Selling Agent shall have reasonable grounds to believe, on
the basis of information obtained from the subscriber concerning, among other
things, the subscriber’s investment objectives, other investments, financial
situation and needs, that the Units are a suitable investment for the
subscriber.


(i)            All payments for
subscriptions shall be made by transfer of funds to the escrow account of the
Trust as described in the Prospectus, provided that any such arrangements must
comply in all relevant respects with SEC Regulations 10b-9 and 15c2-4.


(j)            Upon the reasonable
request of the Selling Agent, RJOFM agrees to cause its counsel to prepare and
deliver to the Selling Agent a Blue Sky Survey which shall set forth, for the
guidance of the Selling Agent, in which United States jurisdictions the Units
may be offered and sold.  It is
understood and agreed that the Selling Agent may rely, in connection with the
offering and sale of Units in any jurisdiction, on advice given by such counsel
as to the legality of the offer or sale of the Units in such jurisdiction,
provided, however, that the Selling Agent shall be responsible for compliance
with all applicable laws, rules and regulations with respect to the actions of
its employees, acting as such, in connection with sales of Units in any
jurisdiction.


(k)           None of the Selling Agent, the Trust
or the Managing Owner shall, directly or indirectly, pay or award any finder’s
fees, commissions or other compensation to any person engaged by a potential
investor for investment advice as an inducement to such advisor to advise the
purchase of Units; provided, however, the normal sales commissions payable to a
registered broker-dealer or other properly licensed person for selling Units
shall not be prohibited hereby.


SECTION 4.  Covenants
of the Managing Owner.


(a)           The Managing Owner
will notify the Selling Agent and confirm such notification in writing (i) when
any amendment to the Registration Statement shall have become effective, (ii)
of the receipt of any comments from the SEC, CFTC or any other federal or state
regulatory body with respect to the Registration Statement, (iii) of any
request by the SEC, CFTC or any other federal or state regulatory body for any
amendment to the Registration Statement or any amendment or supplement to the
Prospectus or for additional information relating thereto and (iv) of the
issuance by the SEC, CFTC or any other federal or state regulatory body of any
order suspending the effectiveness of the Registration Statement under the 1933
Act, the CFTC registration or NFA membership of the Managing Owner as a
commodity pool operator, or the registration of Units under the Blue Sky or
securities laws of any state or other jurisdiction or any order or decree
enjoining the offering or the use of the then current Prospectus or of the
institution, or notice of the intended institution, of any action or proceeding
for that purpose.


(b)           The Managing Owner
will deliver to the Selling Agent, as soon as available, a signed copy of each
amendment to the Registration Statement as originally filed and the exhibits
thereto, and will also deliver to the Selling Agent such number of conformed
copies of the Registration Statement as originally filed and of each amendment
thereto (without exhibits) as the Selling Agent shall reasonably require.


(c)           The Managing Owner
will deliver to the Selling Agent, as promptly as practicable from time to time
during the period when the Prospectus is required to be delivered under the
1933 Act, such number of copies of the Prospectus (as amended or supplemented)
as the Selling Agent may reasonably request for the purposes contemplated by
the 1933 Act or the SEC. Further, the Managing Owner will also deliver any and
all of the Trust’s marketing materials to be distributed to investors  for submission by the Selling Agent to the
NASD  and any other documentation
relating to the sale of units  or
subscriptions as the Selling Agent may require.


(d)           During the period
when the Prospectus is required to be delivered pursuant to the 1933 Act, the
Managing Owner and the Trust will use best efforts to comply with all
requirements imposed 



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upon them by
the 1933 Act and the Commodity Act, each as now and hereafter amended, and by
the SEC Regulations and rules and regulations of the CFTC, as from time to time
in force, so far as necessary to permit the continuance of sales of, or
dealings in, the Units during such period in accordance with the provisions
hereof and as set forth in the Prospectus.


(e)           If any event
relating to or affecting the Managing Owner or the Trust shall occur as a
result of which it is necessary, in the reasonable opinion of the Managing
Owner or the Selling Agent, to amend or supplement the Prospectus in order to
make the Prospectus not materially misleading in light of the circumstances
existing at the time it is delivered to a subscriber, the Managing Owner and
the Trust will forthwith prepare and furnish to the Selling Agent, at the
expense of the Managing Owner, a reasonable number of copies of an amendment or
amendments of, or a supplement or supplements to, the Prospectus which will
amend or supplement the Prospectus so that as amended or supplemented it will
not contain an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in light of the
circumstances existing at the time the Prospectus is delivered to a subscriber,
not misleading.  No such amendment or
supplement shall be filed without the approval of the Selling Agent and its
counsel.


(f)            The Managing Owner
will qualify the Units for offer and sale under applicable securities or “Blue
Sky” laws and continue such qualification throughout the Offering Period.


SECTION 5.  Payment
of Expenses and Fees.  RJOFM, as
necessary, will advance the expenses incident to the performance of the
obligations of the Managing Owner and the Trust hereunder, including: (i) the
printing and delivery to the Selling Agent in quantities as hereinabove stated
of copies of the Registration Statement and all amendments thereto, of the
Prospectus and any supplements or amendments thereto, and of any supplemental
sales materials; (ii) the reproduction of this Agreement and the printing and
filing of the Registration Statement and the Prospectus (and, in certain cases,
the exhibits thereto) with the SEC, CFTC and NFA; (iii) the qualification of
the Units under the securities or “Blue Sky” laws in the various jurisdictions,
including filing fees and the fees and disbursements of RJOFM’s counsel
incurred in connection therewith; (iv) the services of counsel and accountants
for RJOFM and the Trust, including certain services of CF & Co LLP in
connection with their review of the performance records in the Prospectus; (v)
the printing or reproduction and delivery to the Selling Agent of such number
of copies as it may reasonably request of the Blue Sky Survey; and (vi) “road
show” presentations.


SECTION 6.  Conditions
of Sale of Units.  The obligations of
each of the parties hereunder at each closing date for the sale of Units are
subject to the accuracy of the representations and warranties of the other
parties hereto (which shall be deemed to be repeated at each date of sale), to
the performance by such other parties of their respective obligations hereunder
and to the delivery of such certificates and other documents as any party shall
reasonably request.


SECTION 7.  Indemnification
and Exculpation.


(a)           Indemnification
by the Managing Owner.  The Managing
Owner shall indemnify, hold harmless and defend the Selling Agent and its
employees, principals, members, managers, directors, officers, and agents and
their respective successors and assigns, from and against any loss, liability,
claim, demand, damage, cost, and expense, joint or several (including
reasonable attorneys’ and accountants’ fees and expenses and including any
investigatory, legal and other expenses incurred in connection with, and any
amounts paid in, any settlement provided that in the case of a settlement the
Managing Owner, as the case may be, shall have approved such settlement),
resulting from a demand, claim, lawsuit, action or proceeding arising out of
this Agreement or the offer and sale of Units, including, without limitation,
any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement (or any amendment thereto) or the Prospectus (or
any amendment or supplement thereto), or the omission or alleged omission
therefrom of a material fact necessary to make the statements therein, in light
of the circumstances under which they are made, not misleading; provided that
the Managing Owner shall not indemnify and hold harmless the Selling Agent, or
its 



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employees, principals, members, managers,
directors, officers, or agents for any such loss, claim, damage, liability,
cost or expense relating to, based upon, or arising out of , willful misconduct
by the Selling Agent or by one or more of such potential indemnitees..


(b)           Indemnification
by the Selling Agent.  The Selling
Agent shall indemnify, hold harmless, and defend the Trust, the Managing Owner
and their respective employees, principals, members, managers, directors,
officers, and agents, and their respective successors and assigns, from and
against any loss, liability, claim, demand, damage, cost, and expense, joint or
several (including reasonable attorneys’ and accountants’ fees and expenses and
including any investigatory, legal and other expenses incurred in connection
with, and any amounts paid in, any settlement provided that in the case of a
settlement the Selling Agent as the case may be shall have approved such
settlement), resulting from a demand, claim, lawsuit, action or proceeding
arising out of this Agreement or the offer and sale of Units, including,
without limitation, any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or supplement thereto), or the
omission or alleged omission therefrom of a material fact necessary to make the
statements therein, in light of the circumstances under which they are made,
not misleading; provided however, that the Selling Agent’s indemnity hereunder
shall only arise if the Selling Agent has committed willful misconduct in
connection with its obligations under this Agreement or the offer and sale of
Units.  It is the intention of the
parties that absent the willful misconduct of the Selling Agent, this
indemnification provision shall not apply.


(c)           Procedure.  In no case shall an indemnifying party be
liable under this indemnity agreement with respect to any claim made against
any indemnified party unless such indemnifying party shall be notified in
writing of the nature of the claim within a reasonable time after the assertion
thereof, but failure so to notify such indemnifying party shall not relieve
such indemnifying party from any liability which it may have otherwise than on
account of this indemnity agreement. 
Such indemnifying party shall be entitled to participate at its own
expense in the defense or, if it so elects within a reasonable time after
receipt of such notice, to assume the defense of any suit so brought, which
defense shall be conducted by counsel chosen by it and satisfactory to the
indemnified party or parties, defendant or defendants therein.  In the event that such indemnifying party
elects to assume the defense of any such suit and retain such counsel, the
indemnifying party or parties, defendant or defendants in the suit, shall bear
the fees and expenses of any additional counsel thereafter retained by it or
them.


SECTION 8.  Status
of Parties.  In selling the Units for
the Trust, the Selling Agent is acting solely as an agent for the Trust and not
as a principal.  The Selling Agent will
use reasonable efforts to assist the Trust in obtaining performance by each
purchaser whose offer to purchase Units from the Trust has been accepted on
behalf of the Trust, but the Selling Agent shall not have any liability to the
Trust in the event that Subscription Agreements and Powers of Attorney are
improperly completed or any such purchase is not consummated for any
reason.  Except as specifically provided
herein, the Selling Agent shall in no respect be deemed to be an agent of the
Trust.


SECTION 9.  Termination.


(a)           This Agreement shall
terminate on the earlier of (i) such date as the Selling Agent may determine by
giving thirty (30) days’ prior written notice to the other parties to this
Agreement, (ii) such date as the Trust may determine by giving thirty (30) days’
prior written notice to the Selling Agent or, without such notice, upon
termination of the offering of the Units, or (iii) by the Trust, by giving
thirty (30) days’ prior written notice to the Selling Agent, upon breach by the
Selling Agent of, or non-compliance by the Selling Agent with, any material
term of this Agreement.


(b)           The termination of
this Agreement for any reason shall not affect: (i) the ongoing obligations of
the Trust to pay any commissions accrued prior to the termination hereof, or
(ii) the indemnification obligations under Section 7 hereof.



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SECTION 10.  Representations,
Warranties and Agreements to Survive Delivery.  All representations, warranties and
agreements contained in this Agreement or contained in certificates of any
party hereto submitted pursuant hereto shall remain operative and in full force
and effect, regardless of any investigation made by, or on behalf of, the
Selling Agent, the Managing Owner, the Trust or any person who controls any of
the foregoing.


SECTION 11.  Assignment.  This Agreement may be transferred and
assigned by any party hereto only with the prior express written consent of all
other parties.


SECTION 12.  Amendment, Waiver.  This Agreement shall not be amended except in
writing signed by all of the parties hereto. 
No waiver of any provision of this Agreement shall be implied from any
course of dealing between the parties hereto or from any failure by any party
hereto to assert its rights hereunder on any occasion or series of occasions.


SECTION 13.  Notices.  Any notice required or desired to be
delivered under this Agreement shall be in writing and shall be delivered by
courier service, postage prepaid mail, fax, email or other similar means and
shall be effective upon actual receipt by the party to which such notice shall
be directed, addressed as set forth below (or to such other address as the
party entitled to notice shall hereafter designate in accordance with the terms
hereof): (a) if to the Trust or the Managing Owner, R.J. O’Brien Fund Management,
Inc., 222 S. Riverside Plaza, Suite 900, Chicago, Illinois 60606, Attention:
Annette A. Cazenave, and (b) if to the Selling Agent, 303 West Madison Street,
Suite 400, Chicago, Illinois 60606, Attention: Angela Magee.


SECTION 14.  Parties.  This Agreement shall inure to the benefit of
and be binding upon the Selling Agent, the Trust, the Managing Owner, and such
parties’ respective successors and permitted assigns to the extent provided
herein.  This Agreement and the
conditions and provisions hereof are intended to be and are for the sole and
exclusive benefit of the parties hereto and their respective successors,
permitted assigns and controlling persons and parties indemnified hereunder,
and for the benefit of no other person, firm or corporation.  No purchaser of a Unit shall be considered to
be a successor or assign solely on the basis of such purchase.  The parties acknowledge that the obligations
of this Agreement are not binding against the Unitholders individually but are
binding only upon the assets and property of the Trust, and in the event of any
obligation or claim arising hereunder against the Trust, no resort shall be had
to the personal property of any Unitholder for the satisfaction of such
obligation or claim.


SECTION 15.  Governing
Law.  This Agreement and the rights
and obligations of the parties created hereby shall be governed by the laws of
the State of Illinois without regard to the principles of choice of law
thereof.


SECTION 16.  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.


SECTION 17.  Requirements
of Law.  Whenever in this Agreement
it is stated that a party will take or refrain from taking a particular action,
such party may nevertheless refrain from taking or take such action if advised
by counsel that doing so is required by law or advisable to ensure compliance
with law, and shall not be subject to any liability hereunder for doing so, although
such action shall permit termination of this Agreement by the other parties
hereto.


 



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IN WITNESS WHEREOF,  the
parties hereto have executed this Agreement on the day and year first above
written.


 


	
  

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  JWH GLOBAL
  TRUST

  
	
   

  	
   

  
	
   

  	
  By: R.J. O’Brien
  Fund Management, Inc.

  
	
  

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Annette A.
  Cazerave

  	
   

  
	
   

  	
   

  	
  Name: Annette
  A. Cazerave

  	
   

  
	
   

  	
   

  	
  Title:   Senior
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TJM
  INVESTMENTS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Burke

  	
   

  
	
   

  	
   

  	
  Name: John
  Burke

  	
   

  
	
   

  	
   

  	
  Title:   Chief
  Operating Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  R.J. O’BRIEN FUND MANAGEMENT, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Colleen M.
  Knopp

  	
   

  
	
   

  	
   

  	
  Name: Colleen
  M. Knopp

  	
   

  
	
   

  	
   

  	
  Title:   President

  	
   

  



 



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