Unassociated Document


     

    
      EXHIBIT
10.1

    

    
 

    GRANT
PARK FUTURES FUND

    LIMITED
PARTNERSHIP

     

    ADVISORY
CONTRACT

     

    This
Advisory Contract (the “Agreement”) is made as of the [___] day of
[_____________], 2009, among Grant Park Futures Fund Limited Partnership, an
Illinois limited partnership (the “Partnership”), Dearborn Capital Management,
L.L.C., an Illinois limited liability company (the “General Partner”), [NAME OF
TRADING COMPANY, LLC], a Delaware limited liability company (the “Trading
Company”) and [NAME OF ADVISOR], a [STATE] corporation (“Advisor”), on the
following premises, terms and conditions:

     

    RECITALS

     

    WHEREAS,
the Partnership has been organized to trade in commodity interests, including,
without limitation, futures contracts, forward contracts, options on futures
contracts, forward contracts and on commodities, spot contracts and swap
contracts (“Commodity Interests”); and

     

    WHEREAS,
the General Partner is the general partner of the Partnership and the manager of
the Trading Company; and

     

    WHEREAS,
the General Partner is, pursuant to the Partnership’s Limited Partnership
Agreement, as amended from time to time (the “Partnership Agreement”),
authorized to utilize the services of one or more commodity trading advisors in
connection with the commodity trading activities of the Partnership;
and

     

    WHEREAS,
the Partnership currently offers its units of limited partnership interest
(“Units”) to the public and has registered the Units for sale with the
Securities and Exchange Commission and certain of the states; and

     

    WHEREAS,
Advisor’s current business is advising and making trading decisions with respect
to the purchase and sale of Commodity Interests; and

     

    WHEREAS,
Advisor is registered as a commodity trading advisor with the Commodity Futures
Trading Commission (“CFTC”) and is a member of the National Futures Association
(“NFA”), and will maintain such registration and membership for the term of this
Agreement; and

     

    WHEREAS,
the General Partner will allocate a portion of the Partnership’s assets to the
Trading Company to be managed and invested in Commodity Interests by Advisor;
and

     

    WHEREAS,
the General Partner wishes to engage Advisor to provide advisory services to the
Partnership and Trading Company pursuant to the terms and conditions set forth
herein.

     

    NOW,
THEREFORE, the parties hereto agree as follows:

     

    AGREEMENTS

     

    1.           Preparation of
Materials.  Advisor will cooperate with the Partnership in the
Partnership’s endeavors to prepare and update, or cause to be prepared and
updated, a registration statement on Form S-1, or such other form as may
then be available (“Registration Statement”), and prospectus and disclosure
document included therein (“Prospectus”), promotional brochures or other
marketing materials as well as any other materials reasonably requested or
required by the General Partner in connection with the organization, operation,
or marketing of the Partnership or the registration or renewal of registration
of the Units for sale to the public in all applicable jurisdictions
(collectively, with the Registration Statement and Prospectus, the
“Materials”).  In this regard, Advisor will furnish to the General
Partner such information as may be reasonably requested for inclusion in such
Materials.  Moreover, Advisor agrees to make all necessary disclosures
regarding itself, its principals, its trading performance, customer accounts and
otherwise as are required in the judgment of the General Partner to be made in
such Materials.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.           Certain Representations and
Warranties of Advisor.  Advisor represents and warrants to the
Partnership, the General Partner and the Trading Company and agrees as
follows:

     

    (a)           The
Disclosure Document of Advisor and any other information relating to Advisor,
its businesses, principals, and past performance record that has been requested
by the General Partner, has been delivered to the General Partner and is
current, accurate and complete in all material respects and is in compliance
with all applicable laws, rules and regulations, including Part 4 of the
CFTC regulations promulgated under the Commodity Exchange Act, as amended (the
“CE Act”), and Advisor will provide the General Partner with updated or amended
copies of any such materials when and if such materials are updated or
amended.

     

    (b)           To
the extent reasonably available to it, Advisor has supplied or upon request will
supply, and has made available or upon request will make available, for review
by the General Partner or its agents substantially all documents, statements,
agreements, confirmations and workpapers relating to all accounts managed by
Advisor and any other persons or entities controlled by Advisor for the period
covered in any Materials and the General Partner shall keep such information
confidential; provided, however, that Advisor may, in its discretion, withhold
from any such materials the name of the client for whom such account is
maintained and any materials containing proprietary information relating to
Advisor’s trading methodologies.

     

    (c)           Advisor
is registered as a commodity trading advisor with the CFTC and is a member of
the NFA.

     

    (d)           Advisor
is a [STATE] corporation with full power and authority to enter into this
Agreement.

     

    (e)           This
Agreement has been duly and validly authorized, executed and delivered by, and
is a valid and binding contract of, Advisor enforceable in accordance with its
terms.

     

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

     

    3.           Certain Representations and
Warranties of the Partnership, General Partner and the Trading
Company.  The General Partner, the Partnership and the Trading
Company jointly and severally represent and warrant to Advisor
that:

     

    (a)           This
Agreement has been duly and validly authorized, executed and delivered by, and
is a valid and binding contract of each of, the General Partner, the Partnership
and the Trading Company, enforceable in accordance with its terms.

     

    (b)           The
Partnership is duly formed and validly existing as an Illinois limited
partnership, with full partnership power to carry out its obligations under this
Agreement and its Limited Partnership Agreement, as such may be amended from
time to time.

     


    
      
         


      

      
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    (c)           The
Materials do not and will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances in which they are
made, not misleading, or omit to state any material information required to be
disclosed therein under the CE Act, the Securities Act of 1933, and the rules
promulgated thereunder; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon and in
conformity with information furnished to the General Partner by or on behalf of
Advisor, as to it, including, without limitation, all references to Advisor and
its affiliates, controlling persons, shareholders, partners, directors, officers
and employees, as well as to Advisor’s trading approach and past performance
history, which has been provided by Advisor for inclusion in the
Materials.

     

    (d)           Units
in the Partnership will be offered and sold in compliance with the requirements
set forth in the Registration Statement and the Prospectus, the Partnership
Agreement and the Subscription Agreement and Power of Attorney.  In
connection with the offer and sale of the Units, the General Partner will, and
the General Partner will use its reasonable efforts to ensure that any third
party selling agents will, comply fully at all times with all federal, state and
foreign securities laws, rules and regulations applicable to the offer and sale
of the Units to the public.

     

    (e)           The
General Partner is duly formed and validly existing as an Illinois limited
liability company with full corporate power and authority to carry out its
obligations under this Agreement and is registered with the CFTC as a commodity
pool operator and is a member of NFA.

     

    (f)           The
General Partner has received, on behalf of the Partnership and the Trading
Company, the current commodity trading advisor disclosure document of Advisor
(the “Disclosure Document”) and is familiar with the matters set forth
therein.

     

    (g)           The
Trading Company is duly formed and validly existing as a Delaware limited
liability company with full corporate power and authority to carry out its
obligations under this Agreement.

     

    (h)           The
representations and warranties made in this Agreement by the Partnership, the
General Partner and the Trading Company shall be continuing during the term of
this Agreement and if at any time any event has occurred which would make or
tend to make any of the foregoing not true, the General Partner will promptly
notify Advisor.

     

    4.           Duties of
Advisor.  Upon the allocation of assets of the Partnership to
Advisor through the Trading Company, Advisor, for that portion of the
Partnership’s assets allocated to Advisor through the Trading Company, shall
have sole authority and responsibility for directing the investment and
reinvestment in Commodity Interests during the term of this Agreement and in
accordance with the trading policies and trading strategies set forth in the
Prospectus which has been furnished to Advisor.  If the General
Partner determines in its sole discretion, that any trading instructions issued
by Advisor violate those trading policies or strategies, then the General
Partner may cause any position placed in violation to be
reversed.  Advisor will exercise its best efforts in determining the
trades in Commodity Interests.  Changes in Commodity Interests traded
shall not be deemed material changes in trading policies.  Advisor has
advised the Partnership that its past performance and the past performance of
its principals as provided to the General Partner is the result of Advisor’s
trading methods as modified and refined from time to time.  Each of
the Partnership, the General Partner and the Trading Company acknowledges that
the trading strategies of Advisor are confidential and
proprietary.  If a change in Advisor’s trading strategies is deemed
material in the sole judgment of Advisor, then Advisor will not change its
trading strategies without at least 10 days prior written notice to the General
Partner.  All commissions and expenses arising from the trading of, or
other transactions in the course of the administration of, the Trading Company’s
account shall be charged to the Trading Company’s account.  The
General Partner shall deliver to Advisor, and renew when necessary, a Commodity
Trading Authorization appointing Advisor as the Trading Company’s agent and
attorney-in-fact for the purpose of trading Commodity Interests on behalf of the
Trading Company for the Partnership.  All trades for the account of
the Trading Company directed by Advisor shall be made through such clearing
broker or brokers as the General Partner and/or the Trading Company, as the case
may be, directs (each, a “clearing broker”).  Notwithstanding the
foregoing, Advisor may place orders for Commodity Interest transactions for the
Trading Company through executing brokers or floor brokers selected by Advisor
and may execute on behalf of the Trading Company “give-up” agreements with such
executing brokers or floor brokers where necessary; provided that Advisor will
from time to time provide the General Partner and the Trading Company with a
list of the executing brokers or floor brokers Advisor is then using and the
General Partner and/or the Trading Company, as the case may be, may, within 5
days of receiving such list after consultation with Advisor, object to the use
of an executing broker or floor broker and Advisor shall cease using such broker
on behalf of the Trading Company.  Any over-the-counter contracts in
Commodity Interests transacted for the Trading Company’s trading account will be
effected through the clearing broker or its affiliates, as agreed upon between
Advisor and the General Partner and/or the Trading Company.  Advisor
also from time to time may select other dealers through which any such contracts
will be traded, with the prior written consent of the General Partner and/or the
Trading Company.  In its trading for the Trading Company’s account,
Advisor shall not engage in “pyramiding,” as such term is used in the
Prospectus.

     


    
      
         


      

      
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    5.           Independence of
Advisor.  Advisor shall for all purposes herein be deemed to be
an independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the General Partner, the
Partnership or the Trading Company in any way or otherwise be deemed an agent of
the General Partner, the Partnership or the Trading Company.  Advisor
shall not offer or sell or solicit any offers to purchase the
Units.  However, when requested by the General Partner at such
reasonable times and upon adequate notice as mutually agreed to, Advisor will
assist in the general explanation and presentation of Advisor’s trading
strategies and methods solely to the employees of the General Partner and, in
Advisor’s discretion, to the Partnership’s selling agents or to other agents of
the General Partner; provided, however, that nothing in this section will
require Advisor to disclose confidential and proprietary information concerning
its trading strategies and methods.  The parties acknowledge that
Advisor has, neither alone nor in conjunction with the General Partner, been an
organizer or promoter of the Partnership.  Nothing herein contained
shall be deemed to require the Partnership to take any action contrary to its
Partnership Agreement, its Certificate of Limited Partnership or any applicable
statute, regulation or exchange rule.

     

    6.           Compensation.  In
consideration of and in compensation for all of the services to be rendered by
Advisor to the Partnership and the Trading Company under this Agreement,
beginning with the first calendar quarter-end following the date of this
Agreement, Advisor shall receive compensation from the General Partner, the
Partnership and/or the Trading Company, as applicable, in the manner as set
forth in Schedule A attached hereto and made a part hereof.

     

    7.           Right to Advise
Others.  Advisor’s present business is advising with respect to
the purchase and sale of Commodity Interests.  The services provided
by Advisor under this Agreement are not to be deemed exclusive.  Each
of the General Partner, the Partnership and the Trading Company acknowledges
that, subject to the terms of this Agreement, Advisor may render advisory,
consulting and management services to other clients.  Advisor shall be
free to advise others and manage other Commodity Interest trading accounts,
including accounts owned by it or its principals, during the term of this
Agreement and to use the same information, computer programs and trading
strategy which it obtains, produces or utilizes in the performance of services
for the Partnership and the Trading Company.  In that connection,
however, Advisor represents and warrants that:  (i) in rendering
consulting, advisory and management services to other Commodity Interest trading
accounts and entities, it will use its best efforts to achieve an equitable
treatment of all accounts and will use a fair and reasonable system of order
entry for all accounts; and (ii) it will not deliberately use any trading
strategies for the Partnership and/or the Trading Company which it or its
principals know are inferior to those currently offered by Advisor and employed
by Advisor for other accounts, provided, however, that each of the Partnership
and the Trading Company acknowledges that Advisor utilizes its [NAME OF TRADING
PROGRAM]for other clients and may in the future re-offer such Programs for
investment by current clients and a failure to so offer either or both such
Programs to the Partnership and/or the Trading Company shall not constitute a
violation of this provision.  Advisor agrees to be aware of the
position limits imposed on certain Commodity Interest contracts by the CFTC or
applicable contract market.  Advisor will be entitled to use that
portion of the applicable position limits that bears the same relationship that
the Partnership’s assets allocated to it bears to all of the Partnership’s
assets.  If, at any time during the term of this Agreement, Advisor is
required to aggregate the Partnership’s and/or the Trading Company’s Commodity
Interest positions with the positions of any other person for purposes of
applying the CFTC or exchange imposed speculative position limits, Advisor will
promptly notify the General Partner and the Trading Company if the Partnership’s
and/or the Trading Company’s positions are included in an aggregate amount which
exceeds the applicable speculative position limit.  Advisor represents
that, if speculative positions limits are reached in any Commodity Interest
contract, it will modify the trading instructions to the Partnership’s and/or
the Trading Company’s account and its other accounts in a reasonable and good
faith effort to achieve an equitable treatment of all
accounts.  Advisor currently believes and represents that such
speculative limits will not materially affect its trading recommendations or
strategy for the Partnership and/or the Trading Company given Advisor’s current
accounts and all proposed accounts for which each Advisor has a contract to act
as a commodity trading advisor.

     


    
      
         


      

      
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    8.           Records of the
Partnership.  The General Partner will instruct the clearing
broker to furnish copies of all trade confirmations and monthly trading reports
to Advisor.  Advisor will maintain a record of all trading orders for
the Trading Company’s account that have been filled and will monitor the Trading
Company’s open positions.  Upon the request of the General Partner,
Advisor shall permit the General Partner or its agent to inspect such
information as the General Partner may reasonably request for the purpose of
confirming that the Partnership and the Trading Company have been treated
equitably with respect to trading engaged in during the term of this Agreement
by all accounts controlled by Advisor or its principals.  Advisor
shall permit the General Partner to inspect the trading records of Advisor, its
principals and their other clients for the purpose of confirming that the
Partnership and the Trading Company are being treated equitably by Advisor,
including with respect to any modifications of trading strategies resulting from
speculative position limits and with respect to the assignment of priorities of
order entry to Advisor’s accounts and the General Partner shall keep such
information confidential; provided, however, that Advisor may, in its
discretion, withhold from any such inspection the name of the client for whom
such account is maintained.

     

    9.           Term and Termination; Automatic
Renewal Provision.

     

    (a)           THE
INITIAL TERM OF THIS AGREEMENT SHALL COMMENCE ON THE DATE HEREOF AND SHALL
CONTINUE UNTIL THE ONE YEAR ANNIVERSARY OF THE DATE
HEREOF.  THEREAFTER, THE TERM OF THIS AGREEMENT WILL AUTOMATICALLY BE
EXTENDED FOR ONE YEAR TERMS FROM YEAR TO YEAR, UNLESS TERMINATED BY EITHER PARTY
PURSUANT TO THE TERMS OF SUBSECTION (b) BELOW.  As used in this
Agreement, the term “term” shall mean the period commencing on the date hereof
through the effective date of the termination of this Agreement, unless the
context requires otherwise.

     

    (b)           The
General Partner, the Partnership and the Trading Company or Advisor may
terminate this Agreement at any time upon no less than 60 days’ written notice
to the other.  Notwithstanding the foregoing, this Agreement also may
be terminated on written notice at any time upon:  (i) the
General Partner’s withdrawal as General Partner of the Partnership, as provided
in the Partnership Agreement; (ii) the death, disability or loss of
services of [NAME]or upon [NAME] no longer taking an active role in the business
of Advisor; (iii) the sale of or disposition of Advisor; (iv) the
inability of Advisor to use its trading strategies for the Partnership’s and/or
the Trading Company’s benefit; (v) the suspension, revocation or withdrawal
of Advisor’s registration as a commodity trading advisor or withdrawal of the
General Partner’s registration as a commodity pool operator or the suspension or
termination of any parties’ NFA membership; (vi) a material breach of this
Agreement by Advisor or the General Partner; (vii) a violation by Advisor
of the Partnership’s trading policies; or (viii) the General Partner’s
and/or the Trading Company’s objection after consultation with Advisor to any
executing broker used by Advisor.  In the event of the termination of
this Agreement by Advisor, Advisor shall be entitled to and the Partnership, the
General Partner or the Trading Company, as the case may be as provided in
Section 6 above, shall pay the quarterly Incentive Fee (as defined in
Schedule A) and quarterly Consulting Fee (as defined in Schedule A),
computed as if the effective date of termination were the last day of the then
current calendar quarter.

     


    
      
         


      

      
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    10.           Indemnity.

     

    (a)           In
any threatened, pending or completed action, suit, or proceeding to which
Advisor, its shareholders, officers, directors, employees or associated persons
(collectively, “its affiliates”) was or is a party or is threatened to be made a
party by reason of the fact that Advisor is or was a commodity trading advisor
of the Partnership and/or the Trading Company or otherwise, the Partnership, the
Trading Company and the General Partner jointly and severally shall indemnify
and hold harmless, subject to subsection (b) below, Advisor and its
affiliates against any loss, liability, damage, cost, expenses (including
attorneys’ fees and accountants’ fees), judgments and amounts paid in settlement
actually and reasonably incurred by it or its affiliates in connection with any
action, suit or proceeding if Advisor acted in good faith and in a manner it
reasonably believed to be in or not opposed to the best interests of the
Partnership and the Trading Company, and provided that its conduct does not
constitute gross negligence or a breach of its fiduciary
obligations.  The termination of any action, suit or proceeding by
judgment, order or settlement shall not, of itself, create a presumption that
Advisor did not act in good faith and in a manner which it reasonably believed
to be in or not opposed to the best interests of the Partnership.

     

    (b)           Any
indemnification under subsection (a) above, unless ordered by a court or
administrative forum, shall be made only as authorized in the specific case and
only upon a determination by independent legal counsel in a written opinion that
indemnification is proper in the circumstances because Advisor has met the
applicable standard of conduct set forth in subsection (a)
above.

     

    (c)           To
the extent that Advisor or its affiliates has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsection (a) above, or in defense of any claim, issue or matter therein,
the provisions of subsection (b) above shall not apply and the Partnership,
the Trading Company and the General Partner jointly and severally shall
indemnify it or its affiliates against the expenses, including attorneys’ and
accountants’ fees, actually and reasonably incurred by it or its affiliates in
connection therewith.

     

    (d)           Expenses
incurred in defending a threatened or pending civil, administrative or criminal
action, suit or proceeding against Advisor or its affiliates may in the sole
discretion of the General Partner, be paid by the Partnership, the Trading
Company and the General Partner jointly and severally in advance of the final
disposition of such action, suit or proceeding, if and to the extent that the
person on whose behalf such expenses are paid shall agree to reimburse the
Partnership, the Trading Company and/or the General Partner, as applicable, in
the event indemnification is not permitted under this
Section 10.

     


    
      
         


      

      
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    (e)           Advisor
agrees to indemnify, defend and hold harmless the Partnership, the Trading
Company, the General Partner and the General Partner’s shareholders, officers,
directors, employees or associated persons (collectively, “its affiliates”)
against all liabilities incurred by them by reason of any act or omission of
Advisor relating to the Partnership and/or the Trading Company (including costs
and expenses of investigating and defending any claims, demand or suit and
attorneys’ and accountants’ fees) if there has been a final judicial or
regulatory determination that such act or omission materially violated the terms
of this Agreement or involved gross negligence, fraud, recklessness or
intentional misconduct on the part of Advisor.

     

    (f)           In
the event that any claim, dispute or litigation arises between Advisor and any
party other than the Partnership, the Trading Company or the General Partner,
which claim, dispute or litigation is unrelated to the Partnership’s and/or the
Trading Company’s business, and if the Partnership, the Trading Company or the
General Partner are made a party to such claim, dispute or litigation by such
other party, Advisor shall defend any actions brought in connection therewith on
behalf of the Partnership, the Trading Company and/or the General Partner each
of whom agree to cooperate in such defense and Advisor shall indemnify and hold
harmless the Partnership, the Trading Company and the General Partner from and
with respect to any amounts awarded to such other party.  If any
claim, dispute or litigation arises between the Partnership, the Trading Company
and/or the General Partner and any party other than Advisor which claim, dispute
or litigation is unrelated to Advisor’s business, and if Advisor is made a party
to such claim, dispute or litigation by such other party, the Partnership, the
Trading Company and the General Partner jointly and severally shall defend any
actions brought in connection therewith on behalf of Advisor or its principals,
each of whom agree to cooperate in such defense and the Partnership, the Trading
Company and the General Partner jointly and severally shall indemnify and hold
harmless Advisor and its affiliates from and with respect to any amounts awarded
to such other party.  Notwithstanding any other provision of this
subsection (f), if, in any claim as to which indemnity is or may be
available, any indemnified party reasonably determines that its interests are or
may be, in whole or in part, adverse to the interests of the indemnifying party,
the indemnified party may retain its own counsel in connection with such claim
and shall be indemnified by the indemnifying party for any legal or any other
expenses reasonably incurred in connection with investigating or defending such
claim.

     

    (g)           None
of the foregoing provisions for indemnification shall be applicable with respect
to default judgments, confessions of judgment or settlements entered into by the
party claiming indemnification (“Indemnitee”) without the prior consent of the
party obligated to indemnify the other party (“Indemnitor”); provided, however,
that should the Indemnitor refuse to consent to a settlement approved by the
Indemnitee, the Indemnitee may effect such settlement, pay such amount in
settlement as it shall deem reasonable and seek a judicial or regulatory
determination with respect to reimbursement by the Indemnitor of any loss,
liability, damage, cost or expenses (including reasonable attorneys’ and
accountants’ fees) incurred by the Indemnitee in connection with such settlement
to the extent such loss, liability, damage, cost or expense (including
reasonable attorneys’ and accountants’ fees) was caused by or resulted from a
material violation of this Agreement by the Indemnitor or violation of the
standard of conduct set forth herein.  Notwithstanding the foregoing,
the Indemnitor shall, at all times, have the right to offer to settle any
matters and if the Indemnitor successfully negotiates a settlement and tenders
payment therefore to the Indemnitee, the Indemnitee must either use its best
efforts to dispose of the matter in accordance with the terms and conditions of
the proposed settlement or the Indemnitee may refuse to settle the matter and
continue its defense in which latter event the maximum liability of the
Indemnitor to the Indemnitee shall be the amount of said proposed
settlement.

     

    (h)           The
foregoing provisions for indemnification shall survive the termination of this
Agreement.

     


    
      
         


      

      
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    (i)           Advisor
acknowledges as to it that the indemnities provided in this Agreement by the
General Partner, the Trading Company and the Partnership to Advisor shall be
inapplicable in the event of any liability accruing to the extent, if any,
caused by or based upon Advisor’s misrepresentations, omissions or breach of any
warranty in this Agreement.

     

    11.           Reallocation of
Assets.  The General Partner in its sole and absolute
discretion may allocate assets away from or, with Advisor’s consent to, Advisor
as of the first day of any month on 10 days’ prior written
notice.  Any refusal by Advisor to accept an allocation of additional
assets must be communicated by Advisor to the General Partner within 8 days
prior to the proposed allocation date after having received the required notice
of the proposed allocation from the General Partner, or on such shorter notice
as is acceptable to the General Partner.  Notwithstanding the
foregoing, the General Partner may reallocate assets away from Advisor at any
time, if the purpose of the reallocation is to meet a margin call from the
Partnership’s and/or the Trading Company’s clearing broker resulting from the
trading activities of another commodity trading advisor engaged by the
Partnership and/or the Trading Company, but only to the extent that such other
commodity trading advisor, whose trading has resulted in the margin call, has no
Partnership and/or Trading Company assets not committed to Commodity Interest
positions.  The General Partner shall immediately notify Advisor and
all other affected commodity trading advisors engaged by the Partnership and/or
the Trading Company of any reallocation.

     

    12.           Complete
Agreement.  This Agreement among Advisor, the Partnership, the
Trading Company and the General Partner shall constitute all agreements between
Advisor, the Partnership and the Trading Company shall supersede any prior
agreements among Advisor, the Partnership and the General Partner, including,
without limitation, the Prior Advisory Contract, and no other agreements, verbal
or otherwise, shall be binding upon the parties to this Agreement.

     

    13.           Assignment and
Successors.  This Agreement may not be assigned nor the duties
hereunder delegated by either party without the express written consent of the
other party.  This Agreement is made solely for the benefit of, and
shall be binding upon, the parties and their respective successors and assigns,
and no other person shall have any right or obligation under it.

     

    14.           Amendment.  This
Agreement may not be amended except by a written instrument signed by the
parties.

     

    15.           Notices.  All
notices required to be delivered under this Agreement shall be delivered
personally or by registered or certified mail, postage prepaid, return receipt
requested, to (i) Advisor at [ADDRESS]; (ii) to the Partnership, the
Trading Company and the General Partner at Dearborn Capital Management, L.L.C.,
555 West Jackson Boulevard, Suite 600, Chicago, Illinois 60661,
Attn:  David M. Kavanagh; (iii) with a copy to Jennifer
Durham King, Esq., Vedder Price P.C., 222 N. LaSalle St., Ste. 2600, Chicago,
Illinois 60601; or (iv) to any other address designated by the party to
receive the same by written notice similarly given.

     

    16.           Notice of Threatened, Pending or
Completed Actions, Suits or Proceedings.

     

    (a)           The
General Partner will immediately give written notice to Advisor
of:  (i) any threatened, pending or completed action, suit or
proceedings (including without limitation any reparations proceedings or
administrative proceeding threatened or instituted under the CE Act) to which
the Partnership was or is a party or is threatened to be a party; and
(ii) any judgments or amounts paid by the Partnership in settlement in
connection with any such threatened, pending or completed action, suit or
proceeding.

     

    (b)           Advisor
will immediately give written notice to the General Partner
of:  (i) any threatened, pending or completed action, suit or
proceeding (including without limitation any reparations proceeding or
administrative proceeding threatened or instituted under the CE Act) to which
Advisor was or is a party or is threatened to be a party; and (ii) any
judgments or amounts paid by Advisor in settlement in connection with any such
threatened, pending or completed action, suit or proceeding.

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    (c)           Written
notices required to be given pursuant to this Section 16 shall contain all
pertinent information concerning the threatened, pending or completed action,
suit or proceeding and, in the case of any pending or completed action suit or
proceeding, shall include a copy of the complaint, petition or similar documents
asserting a claim.

     

    (d)           The
General Partner, the Trading Company and Advisor agree to use their best efforts
to maintain the confidentiality of notices received pursuant to this
Section 16 and agree not to disclose the contents of such notices to
persons other than their affiliates, or except as may be required, in their good
faith judgment, by any applicable law or regulation.

     

    17.           Governing Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Illinois applicable to contracts made in that State without reference
to its conflicts of laws provisions.

     

    18.           Notional Funds
Disclosure.  The CFTC requires Advisor to make the following
disclosure to the Partnership (“you”):

     

    (a)           You
should request your commodity trading advisor to advise you of the amount of
cash or other assets (Actual Funds) which should be deposited to the advisor’s
trading program for your account to be considered “Fully
Funded.”  This is the amount upon which the commodity trading advisor
will determine the number of contracts traded in your account and should be an
amount sufficient to make it unlikely that any further cash deposits would be
required from you over the course of your participation in the commodity trading
advisor’s program;

     

    (b)           You
are reminded that the account size you have agreed to in writing (the “nominal”
or “notional” account size) is not the maximum possible loss that your account
may experience; and

     

    (c)           You
should consult the account statements received from your futures commission
merchant in order to determine the actual activity in your account, including
profits, losses and current cash equity balance.  To the extent that
the equity in your account is at any time less than the nominal account size,
you should be aware of the following:

     

    (i)           Although
your gains and losses, fees and commissions measured in dollars will be the
same, they will be greater when expressed as a percentage of account
equity.

     

    (ii)           You
may receive more frequent and larger margin calls.

     

    (iii)           The
disclosures which accompany the performance table may be used to convert the
rates of return (“RORs”) in the performance table to the corresponding RORs for
particular partial funding levels.

     

    19.           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but such counterparts shall, together, constitute only
one instrument.

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    This
Agreement has been executed for and on behalf of the undersigned as of the date
first set forth above.

     

    NOTICE:  THIS
AGREEMENT CONTAINS AN AUTOMATIC RENEWAL PROVISION IN SECTION 9
HEREIN.

     

    
      
        	
                GRANT
      PARK FUTURES FUND LIMITED PARTNERSHIP

                 

                By:   Dearborn
      Capital Management, L.L.C.

                 

                By:   Dearborn
      Capital Management, Ltd.,

                        
      its Managing Member

                 

              
	
                By:   __________________________________

                 
             David M. Kavanagh,

                   
           its President

                 

              
	
                DEARBORN
      CAPITAL MANAGEMENT, L.L.C.

                 

                By:   Dearborn
      Capital Management, Ltd.,

                     
         its Managing Member

              
	
                 

                By:   __________________________________

                       
       David M. Kavanagh,

                 
             its President

                 

              
	
                [NAME
      OF TRADING COMPANY]

                 

              
	
                By:   Dearborn
      Capital Management, L.L.C.,

                   
           its Manager

                 

              
	
                By:   Dearborn
      Capital Management, Ltd.,

                     
         its Managing Member

                 

              
	
                By:   __________________________________

                       
       David M. Kavanagh,

                 
             its President

                 

              
	
                [NAME
      OF ADVISOR]

                 

                By:   __________________________________

                   
           [NAME],

                     
         [TITLE]

              


      

    

    



    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    
      EXHIBIT
10.1

    

    



    SCHEDULE
A

     

    (a)           In
consideration of and in compensation for all of the services to be rendered by
Advisor to the Partnership and the Trading Company under this Agreement,
beginning with the first calendar quarter-end following the date of this
Agreement, Advisor shall receive compensation from the General Partner, the
Partnership and/or the Trading Company, as applicable, as follows:

     

    (1)           The
Trading Company will pay to Advisor a “Consulting Fee” of [__]% per year
(computed and accrued monthly on the basis of month-end “Allocated Net Assets,”
as defined in subsection (c) below but excluding notional funds, if any, and
paid quarterly) of such Advisor’s Allocated Net Assets.

     

    (2)           The
Trading Company will pay to Advisor a quarterly “Incentive Fee” of [__]% of “New
Trading Profits on the Allocated Net Assets of Advisor,” as defined in
subsection (d) below.

     

    (b)           Advisor
shall not receive any commissions, compensation, remunerations or payments
whatsoever from any clearing broker with whom the Partnership and/or the Trading
Company carries an account for any transactions executed in the Trading
Company’s account, nor shall Advisor at any time be an “affiliate” of any
clearing broker with whom the Partnership and/or the Trading Company carries an
account, as such term is used in the Partnership Agreement.

     

    (c)           “Allocated
Net Assets” means that portion of the Partnership’s Net Assets allocated to
Advisor by the General Partner through the Trading Company and subject to
Advisor’s trading discretion (including any notional funds), together with any
appreciation or depreciation in such Allocated Net Assets. “Net Assets” is
defined as the total assets of the Partnership including all cash and cash
equivalents plus the market value of all open Commodity Interest positions and
U.S. Treasury bills, but minus all accrued liabilities of the Partnership. The
market value of a Commodity Interest position shall be that price quoted on the
exchange on which each such contract is traded as of the close of each trading
day, or if any such contract is not so traded, the fair market value of each
contract, as determined by the General Partner.

     

    (d)           “New
Trading Profits on the Allocated Net Assets of Advisor” shall mean the sum of
(A) the net of any profits (excluding interest income) and losses realized on
all trades closed out during the period calculated with respect to the assets of
each class of Units of such Allocated Net Assets, plus (B) the net of any
unrealized profits and losses on open positions as of the end of such period
(after deduction for accrued brokerage commissions and all other transaction
fees and costs) calculated with respect to the assets of each class of Units of
such Allocated Net Assets, minus (C) (i) the net of any unrealized profits or
losses on open positions as of the end of the preceding period (after deduction
for accrued brokerage commissions and all other transaction fees and costs)
calculated with respect to the assets of each class of Units of such Allocated
Net Assets, and (ii) cumulative net realized or unrealized trading losses
calculated with respect to the assets of each class of Units of such Allocated
Net Assets (reduced by a proportionate share of realized and unrealized trading
losses calculated with respect to the assets of each class of Units of such
Allocated Net Assets attributable to redeemed Units or reallocated amounts as of
any redemption or reallocation date), if any, carried forward from all preceding
periods since the last period for which an Incentive Fee was payable to
Advisor.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

      EXHIBIT
10.1

    

    
 

    COMMODITY
TRADING AUTHORIZATION

     

    [DATE],
2009

     

    [NAME OF
ADVISOR]

    [ADDRESS]

    [ADDRESS]

    [ADDRESS]

    Attn:  [NAME]

     

    Dear
[NAME OF ADVISOR]:

     

    Dearborn
Capital Management, L.L.C. (“Dearborn”), as Manager of [NEW TRADING COMPANY,
LLC.] (the “Trading Company”) and General Partner of Grant Park Futures Fund
Limited Partnership (the “Partnership”), does hereby make, constitute and
appoint you as attorney-in-fact of the Trading Company to purchase and sell
commodity interests, including futures contracts, forward contracts, options on
futures contracts, forward contracts and on commodities, spot contracts and swap
contracts, through [NAME], as clearing broker for the Partnership and the
Trading Company in accordance with the Advisory Contract dated as of [DATE]
among you, the Partnership, the Trading Company and Dearborn.

     

    
      	 
      	
              Very
      truly yours,

               

              DEARBORN
      CAPITAL MANAGEMENT, L.L.C.

               

              By:   Dearborn
      Capital Management, Ltd.,

                      
      its Managing Member

               

              By:   _____________________________

                      
      David M. Kavanagh,

                      
      its President