efc9-0945_emailedex101.htm


     

     

    Exhibit
10.1


    ADVISORY
AGREEMENT

    


    


    AGREEMENT made as of this 25th
day of May 2007 by and among AM
Trading SPC, a segregated portfolio company formed under the laws of the
Cayman Islands (the “Fund”) acting for and on behalf of the cell named AM Trading SPC – MSP 41 Segregated
Portfolio (the “Cell”) and Winton Capital Management Ltd
(the "Advisor") herein referred to as the "Agreement."

     

     

    WITNESSETH:

    


    THAT, WHEREAS, the Agreement
between the parties supersedes all prior agreements between the parties
regarding the Advisor’s “Diversified” Program; and

    


    WHEREAS, the Fund is a Cayman
Islands segregated portfolio company (SPC) comprised of various segregated
portfolios (each a “cell”) and formed to allow investor funds and other “feeder”
vehicles to allocate all or a portion of their respective assets into shares of
various cells within the Fund, and any references to the “Cell” will include the
reference “the Fund acting for and on behalf of the Cell”; and

    


    WHEREAS, pursuant to the terms
of an agreement entered into by and between the Cell and AlphaMetrix Investment
Advisors LLC, a limited liability company formed under the laws of the State of
Illinois (“AIA” or the “Trading Manager”) (the “TM Agreement”), the Cell
appointed AIA as its attorney-in-fact to assist it with the implementation of
its trading objectives, including but not limited to the selection and hiring of
one or more trading advisors for the Cell to manage and trade its assets and to
negotiate and enter into agreements in conjunction with the Fund with one or
more trading advisors granting each such trading advisor discretionary
investment management authority with respect to the assets of the Cell ;
and

    


    WHEREAS, the Cell and the
Advisor wish to enter into this Agreement in order to set forth the terms and
conditions upon which the Advisor will render and implement trading advisory
services during the term of this Agreement;

    


    NOW, THEREFORE, the parties
agree as follows:

    


    1.           DUTIES
OF THE ADVISOR.

    


    (a)           During
the term hereof, the Advisor shall have sole authority and responsibility for
directing the investment and reinvestment in commodities, spot foreign exchange,
futures, forwards, swaps, options, exchange of futures for physical
transactions, exchange of physical for futures transactions and other derivative
instruments traded on United States and non-United States exchanges and markets
(regulated and over-the-counter) (collectively, "financial interests”) in one or
more accounts of the Cell established for the Advisor’s trading at a clearing
broker (all such accounts collectively being referred to as the “Account”). The
Advisor will determine the trades in financial interests on behalf of the Cell
in accordance with the description of the Advisor’s trading program identified
in and the constraints set forth in Appendices A and B hereto and as replicated in
the Supplements to the AlphaMosaic SPC and AlphaMosaic US LLC offering
memorandums (the “Cell Supplements”).  The Advisor also agrees to
refrain from effecting transactions in any financial interest that is a futures
contract not approved by the Commodity Futures Trading Commission (“CFTC’), as
the Cell may contain the direct or indirect investments of U.S.
persons.

     

     

     

    
      
        
        

      

      
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      Exhibit
10.1

    

    
 

    (b)           All
purchases and sales of financial interests shall be for the account and at the
risk of the Cell. All brokerage and floor commissions and fees,
reasonable give-up fees, option premiums, and all other transaction costs
and expenses incurred in connection
with transactions by and for the Cell by the Advisor shall be charged to the
Account. All trades for the Account shall be made through such commodity broker
or brokers as the Cell directs. On behalf of the Cell, the Fund has selected the
clearing brokers (the "Brokers") designated in the Cell Supplements and hereby
directs the Advisor to clear all trades for the
Account through the Brokers and to enter into any agreements on the Cell’s
behalf in order to effect such direction. The Advisor may use a Broker to
execute trades.  The Advisor may also use exchange floor brokers,
give-up brokers or other executing entities not affiliated with the Broker to
execute any trades, provided that Cell receives prior written notice thereof and
that Cell expresses its consent to the use of such broker (e.g. as a party to
the ”give up” agreement involving such broker).

    


    (c)           The
Advisor acknowledges that the Cell has appointed AIA as its attorney-in-fact
with full authority to appoint trading advisors to manage the assets of the
Fund’s separate cells pursuant to the TM Agreement.  The Cell
instructs the Advisor to accept directives, instructions and other
communications from AIA in its capacity as the attorney-in-fact of the Cell and
the Advisor shall be entitled to rely on directives, instructions and other
communications from AIA as being authorized until such time as the Advisor has
received written notice from the Cell of the revocation of such power of
attorney; provided, however, that in the unlikely event that the Advisor
receives conflicting instructions from the Cell and AIA, the Advisor shall
comply with the instructions of the Cell.

    


    2.           INDEPENDENCE OF THE ADVISOR.
Each party to this agreement is an independent contractor and, unless otherwise
expressly provided herein or authorized in writing, shall have no authority to
act for, represent or otherwise be deemed an agent of any other party to this
agreement.

    


    3.           COMPENSATION.

    


    In consideration of and in compensation
for all of the services to be rendered by the Advisor hereunder, the Trading
Manager will pay fees to the Advisor as set forth in Appendix A as
follows:

    


    (a) Management
Fee.  The Advisor will be entitled to a monthly Management Fee, and
the following concepts and definitions shall apply:

    


    “Designated Account Size” shall
be initially equal to the amount set forth in Appendix A and as revised from
time to time upon notice to the Advisor.  Unless otherwise
specifically stated, the initial trading date shall not be set forth in this
Agreement and instead shall be communicated through the notice described in this
paragraph. Upon written instruction from time to time, occurring generally at
any Dealing Date for the Cell (at which times redemptions and/or subscriptions
occur, allowed on a semi-monthly basis), the Cell shall notify the Advisor of
any increases or decreases in the Designated Account Size.   In
the event the Advisor does not receive any notice of change in Designated
Account Size for a particular period, the Advisor shall assume that such amount
is the same as that for the prior period, i.e., the prior period’s and
current period's trading profits or losses shall be disregarded and all fees and
expenses incurred by the Cell in connection with the Advisor’s trading
activities shall also be disregarded.

    


    The management fee payable to the
Advisor shall be calculated as a percentage of the Designated Account Size as of
the end of the period.  Since the Cell may only deposit with the
Broker those assets necessary to meet exchange margin requirements, it is
impossible to 

     

     

    
      
        
        

      

      
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      Exhibit
10.1



     

    depict
the amount of the management fee as a percentage of actual assets. However, as
an example, assume Cell deposits with the Broker assets equal to 20% of the
Designated Account Size. If the Advisor receives a management fee equal to 1% of
the Designated Account Size per annum, such fee is equivalent to 5% of the
actual assets per annum.

    


    The Trading Manager can adjust the
Designated Account Size provided it gives the Advisor prior written notice and
the Advisor consents to such adjustment. The Cell acknowledges and understands
the higher volatility and absolute rates of return (both positive and negative),
higher asset-based fees and greater number of commissions that are inherent in
trading the Account at a level higher than actual assets. Management fees will
be prorated for adjustments in the Designated Account Size instructed during the
period.

    


    


    (b) Incentive
Fee.  The following concepts and definitions shall apply to the
Incentive Fee described in Appendix A:

    


    “Net Profits” consists of the
cumulative profits of the Cell, including realized and unrealized profits, after
deduction for all reasonable transaction costs and applicable Cell-related
expenses.  “New Net Profits” is only recognized to the extent that
cumulative “Net Profits” exceeds the highest level of cumulative Net Profits as
of the end of any prior fiscal quarter, or $0, is higher (the “Prior High Net
Index” or “High Water Mark”).   All Incentive
Fees  paid to the Advisor will be retained by the Advisor and the
Advisor shall have no obligations to repay any such fees  even if
subsequent losses are experienced.

     

    The
Incentive Fee will accrue monthly but will be paid quarterly. Because the
Incentive Fee is paid on unrealized appreciation on open positions, such
appreciation may never be realized.  If New Net Profits are positive
at the time of redemption, the Incentive Fees accrued to the Advisor on that
portion of the New Net Profits attributed to the redeemed Shares shall be deemed
due and payable at that time.

     

    “Loss Carryforward” means the
dollar amount by which the Net Index (as defined in Appendix A hereto) is below
its Prior High Net Index.  Upon a redemption or other withdrawal of
assets from the Fund by an investor at a time when a Loss Carryforward has
accumulated, for purposes of subsequent Incentive Fees such Loss Carryforward
will be reduced, as of the date of redemption, by multiplying the Loss
Carryforward by a fraction, (x) the numerator of which shall be the amount of
the withdrawal and (y) the denominator of which shall be the amount of the
Cell’s assets prior to giving effect to the withdrawal.  In the event
that an addition is made to the Cell’s assets within three (3) months following
a reduction in the Cell’s Loss Carryforward by reason of a withdrawal, the Loss
Carryforward shall equal or be increased by, as applicable, an amount (up to the
aggregate amount of Loss Carryforward reductions within the immediately
preceding three (3) months).  AlphaMetrix will provide accounting to
Winton Capital Management in any instance in which such an addition affects the
Loss Carryforward in the manner described in the foregoing
sentence..

    


    If this Agreement shall be terminated
on a date other than at the end of an incentive period, incentive fees shall be
calculated as if such termination date were the end of the period and the
management fee shall be prorated based on the number of calendar days for which
services were rendered divided by the total number of calendar days in such
period. Management and incentive fees shall be paid to the Advisor within 30
business days after the date on which they are earned.

     

     

    
      
        
        

      

      
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      Exhibit
10.1


 

    The Advisor, its principals and
employees have not and do not intend to enter into any soft commission
arrangements with any brokers.

    


    


    4.           RIGHT TO ADVISE OTHERS. The
Advisor's present business is advising with respect to the purchase and sale of
financial interests. The services provided by the Advisor hereunder are not to
be deemed exclusive. The Fund acknowledges that the Advisor may render advisory,
consulting and management services to other clients. The Advisor shall be free
to advise others and manage other commodity accounts as well as trade for
proprietary accounts during the term of this Agreement and to use the same or
different information and trading methods and strategies which the Advisor
obtains, produces or utilizes in the performance of services for the Cell, and
the Advisor shall be free to compete for the same financial interests as the
Cell or to take positions in financial interests which are the same as or
opposite to the Cell's positions on behalf of any other account advised,
managed, or traded by the Advisor.

    


    However, the Advisor warrants that the
rendering of such consulting, advisory and management services to other
commodity trading accounts and entities will not materially impair the discharge
of the Advisor's responsibilities under this Agreement and that the Advisor will
not knowingly and deliberately favor other client accounts over the Cell on an
overall basis. The Cell acknowledges that in the presentation of performance
data, different accounts, even though traded according to the same investment
program, can have varying investment results. The reasons for this are due to
numerous material differences among accounts, including but not limited to: (a)
the periods during which accounts are active; (b) the investment program used
(although all accounts may be traded in accordance with the same approach, such
approach may be modified periodically as a result of ongoing research and
development by the Advisor); (c) leverage employed; (d) the size of the account,
which can influence the size of positions taken and restrict the account from
participating in all markets available to an investment program; (e) the amount
of interest income earned by an account, which will depend on the rates paid by
a broker on equity deposits and/or on the portion of an account invested in
interest-bearing obligations such as U.S. Treasury bills; (f) the amount of
management and incentive fees and the brokerage commissions paid; (g) the timing
of orders to open or close positions; (h) the market conditions, which in part
determine the quality of trade executions; (i) trading instructions/restrictions
of the client; (j) procedures governing the timing for the commencement of
trading and the method of moving toward full portfolio commitment for new
accounts; (k) variation in fill prices; and (l) the timing of additions and
withdrawals.  The Advisor will promptly notify the Cell if the Cell's
positions are included in an aggregate amount of positions controlled by the
Advisor which exceeds an applicable speculative limit.  If the
Advisor's trading recommendations are altered because of the application of
speculative limits, the Advisor will not modify the trading instructions to Cell
in such manner as to materially affect Cell disproportionately compared with
other client accounts.

    


    5.           RECORDS. On behalf of the Cell
the Fund will instruct the Broker to furnish copies of all trade confirmations
and monthly trading reports concerning the trading to the Advisor. Cell may
inspect the trading records of accounts of the Advisor relating to its services
under this agreement on the premises of the Advisor upon reasonable prior
written notice and during normal business hours and subject to reasonable
assurances of confidentiality. Moreover, the Advisor shall provide to the Cell,
promptly upon reasonable request, information comparing the performance of the
Cell's account managed by the Advisor and the performance of all other accounts
managed by the Advisor using the investment strategies used by the Advisor for
the Cell's account over a specified period of time.  The Advisor shall
also permit the Fund, the Cell or their agents to review records of the Advisor
relating to the performance of accounts and allocation of orders among the
various clients of the Advisor, including the Cell and the personal


     

     

     

    
      
        
        

      

      
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      Exhibit
10.1



     

    trading
account of the principals of the Advisor, and including the performance of
sampling analysis of allocations of trades among client and proprietary
accounts, provided that
the Advisor shall not be required to disclose any client identities, client
records, or other information that would violate any applicable legal or
contractual restrictions applicable to the Investment Manager.  In
providing such information, the Advisor shall not be required to disclose, and
may take such steps as are necessary to assure the confidentiality of, the
identities of all clients.  The Advisor shall, upon the Cell’s
request, consult with the Cell concerning any material discrepancies between the
performance of such other accounts and the performance of the Cell’s
account.

    


    6.           TERM; TERMINATION; EVENTS LEADING TO
SUSPENSION. This Agreement shall continue in effect until terminated as
provided herein. Either party may terminate this Agreement upon ten (10) days’
written notice to the other party.  Notwithstanding the foregoing, the
Advisor shall permanently or temporarily suspend trading activities immediately upon the
written request of the Cell and/or AIA, in accordance with the Cell’s reasonable
instructions, without requiring the termination of this Agreement.  In
the event of a suspension due to a material breach of this Agreement, Maximum
Drawdown Event, or Margin Usage Event (the latter two as defined in Appendix A
hereto), accrual and payment of the management fee will terminate immediately
until further notice; in the event of any other suspension without termination,
the parties shall agree in good faith under the circumstances whether the
management fee described above shall be calculated and paid to the Advisor until
trading resumed.

    


    


    7.           STANDARD
OF LIABILITY AND INDEMNITIES.

    


    (a)           The
Advisor shall not be liable to the Cell or its respective successors or assigns
for any act or failure to act taken or omitted by the Advisor if such act or
failure to act did not constitute gross negligence, willful misconduct, , or a
material breach of this Agreement, and did not result from a termination event
set forth in Section 6 above.

    


    (b)           (i)
The Cell shall indemnify and hold harmless the Advisor and its principals,
directors, officers, shareholders, employees, agents and affiliates and their
respective successors and assigns (collectively, "Affiliates") from and against
any and all losses, claims, damages, liabilities, costs, and  expenses
(including, without limitation, attorneys’ and accountants’ fees and
disbursements), judgments and amounts paid in settlement (collectively,
“Losses”),  to which the Advisor and its Affiliates may become subject
based upon, arising out of or otherwise related to this Agreement, the
transactions contemplated hereby or the fact that the Advisor is or was a
trading advisor to the Cell unless any such Losses are the direct result of the
Advisor’s failure to meet the standard of liability applicable to it under
Section 7(a).

    


    (ii) The Advisor shall indemnify and
hold harmless Cell from and against any and all Losses to which Cell may become
subject provided that such Losses arise directly out of the Advisor’s failure to
meet the standard of liability applicable to it under Section 7(a).

    


    (c)           (i)
Promptly after receipt by any of the indemnified parties under this Agreement of
notice of any action, arbitration, claim, demand, dispute, investigation,
lawsuit or other proceeding (each a “Proceeding”), the party seeking
indemnification (the “Indemnitee”) shall notify the party from which
indemnification is sought (the “Indemnitor”) in writing if a claim is to be made
under this Agreement. To the extent that the Indemnitor has actual knowledge of
the commencement of such Proceeding, the failure to notify the Indemnitor shall
not relieve such Indemnitor from any indemnification liability imposed by this
Section 7, or from any obligation or liability which it may have to such
Indemnitee otherwise than under this Section 7.

     

     

     

    
 

    
      
        
        

      

      
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      Exhibit
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                 (ii) The Indemnitor
shall be entitled to participate in the defense of any Proceeding and to assume
the defense thereof with the assistance of counsel reasonably satisfactory to
the Indemnitee.

    


    (iii) The Indemnitee shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall
be at the Indemnitee’s own expense unless (i) otherwise agreed by the Indemnitor
and Indemnitee or (ii) the named parties to the Proceeding (including any
impleaded parties) include both the Indemnitor and the Indemnitee, and
representation of both parties by the same counsel creates a conflict of
interest situation. The parties agree that the Indemnitor shall not be liable
for legal fees or other expenses of more than one separate firm of attorneys for
all such Indemnitees, which firm shall be designated in writing by such
Indemnitees and be reasonably acceptable to the Indemnitor.

    


    (iv) The Indemnitee shall cooperate
with the Indemnitor in connection with any Proceeding and shall make all
personnel, books and records relevant to the Proceeding available to the
Indemnitor and grant such authorizations or powers of attorney to the agents,
representatives and counsel of the Indemnitor as the Indemnitor may reasonably
consider desirable in connection with the defense of any such
Proceeding.

    


    (d)  An Indemnitor shall not
be liable under this Section 7 for any settlement of any Proceeding effected
without its consent with respect to which indemnity may be sought
hereunder.

    


    (e)  Any dispute as to
whether a person or entity is entitled to indemnification under Section 7 of
this Agreement shall be determined by binding arbitration in accordance with
Section 20 of this Agreement.

    


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

    


    (g)           The
Advisor hereby acknowledges, understands and agrees that the Fund is a
Segregated Portfolio Company as defined in the applicable Cayman Islands
corporation laws and as described in the Memorandum, that the Fund is entering
into this Agreement on behalf of the Cell, and that all of the liabilities and
obligations of the Fund to the Advisor under this Agreement or otherwise
including, without limitation, with respect to the payment of management and
performance fees is expressly limited to the assets of the Cell and its
Account.  The Advisor hereby further acknowledges and agrees that the
Advisor shall look only to assets of the Cell (including the Account) for the
payment of any amounts owed to the Advisor in respect of the services rendered
to the Fund with respect to the Cell to the exclusion of the other assets of the
Fund, AIA, AlphaMosaic SPC or any other feeder fund(s), the Clearing Broker, the
Administrator and any of their respective shareholders, members, partners,
directors, officers, principals and affiliates provided that such aforementioned
entities, (with the exception of other Cells) have not acted or failed to act in
a manner that constitutes gross negligence, willful misconduct, or a material
breach of this Agreement, whereby in such circumstances the Advisor reserves any
course of action it may have against such aforementioned entities.

     
 

     

    
      
        
        

      

      
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      Exhibit
10.1

       

       

      


      8.           REPRESENTATIONS AND
WARRANTIES. (a) The Advisor represents and warrants to the Cell
that:

       

    

     (i)         it
has full capacity and authority to enter into this Agreement, and to provide the
services required hereunder;

    


    (ii)         it
is in compliance in all material respects with the UK Financial Services
Authority (FSA) and
its applicable regulations as well as all other applicable regulators in all
jurisdictions and the regulations thereunder, and will remain in compliance in
all material respects during the term of this Agreement and it will not, by
acting as Advisor to Cell, breach any undertaking, agreement, contract, statute,
rule or regulation to which the Advisor is a party or by which the Advisor is
bound which would limit or materially affect the performance of the Advisor's
duties under this Agreement;

    


    (iii)         it
is duly registered with either the FSA or the U.S CFTC in the appropriate
capacity and is a member of National Futures Association, and the Advisor will
maintain and renew such registration and membership during the term of this
Agreement;

    


    (iv)         all
of the information describing the Advisor in the Advisor's Disclosure Document
or completed due diligence questionnaire, including but not limited to the
Advisor's performance results and notes thereto, is complete, true and
accurate in all material respects and, in the case of the Disclosure Document,
complies with the applicable provisions of Part 4 of the U.S. Commodity Futures
Trading Commission’s regulations under the CEA as of the date of the Advisor's
document;

    


    (v) it will
promptly provide to Cell or its delegate with any amendments to its Disclosure
Document;

    


    (vi) it has
supplied the Cell or its delegate with a full and accurate list of all markets
it intends to trade on behalf of the Cell, and acknowledges that the Fund may
require the elimination of all non-CFTC-approved financial
interests;  and

    


    (vii)         the
representations and warranties stated above shall be continuing during the term
of this Agreement and, if, at any time, any event has occurred which would make
any of the foregoing not true, the Advisor will promptly notify
Cell.

    


    (b)           On
behalf of the Cell, the Fund represents and warrants to the Advisor
that:

    


    (i)         it
is a Segregated Portfolio Company duly organized, in good standing and validly
existing under the laws of the Cayman Islands, with full power and authority to
enter into and perform its obligations under this Agreement;

    


    (ii) it is a
commodity pool as defined by the CEA and, as such, has filed or intends to file
all necessary regulatory notices relating to the pool, and is a “Qualified
Eligible Person” (“QEP”), as that term is defined in Rule 4.7 of the CEA, based
on it being either a non-U.S. person or a pool comprised of investors that are
QEPs;

    


    (iii)         this
Agreement has been duly and validly authorized, executed and delivered by Cell
and this Agreement is a valid and binding agreement of Cell enforceable in
accordance with its terms;

    


    (iv)         the
execution and delivery of this Agreement by it, on behalf of the Cell, and the
consummation of the transactions herein contemplated and compliance with the
terms of this Agreement will not constitute or result in a violation of or
default under, or conflict 

     

     

     

    
      
        
        

      

      
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      Exhibit
10.1



     

     

    with any
statute, rule, regulation, agreement, undertaking, or order of any court or
regulatory body binding upon the Cell; and

    


    (v)         the
within representations and warranties shall be continuing during the term of
this Agreement and, if, at any time, any event has occurred which would make or
tend to make any of the foregoing not true, it will promptly notify the Advisor
on behalf of the Cell.

    


    (vi) the offering memorandum of the
Cell  (the “Memorandum”) does not contain any untrue statement of
material fact or omit to state therein a material fact required to be stated
therein or necessary to be stated therein in order to prevent the statements
made therein, in light of the circumstances under which they are made, from
being misleading;

    


    (vii)         the
representations and warranties stated above 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 Fund will promptly notify the
Advisor on behalf of the Cell.

    


    9.           PROPERTY RIGHTS OF THE
ADVISOR. Unless otherwise agreed either expressly or verbally, and in
connection with the Confidentiality and Non-Disclosure Agreement executed by the
parties, the Cell and Fund agree to maintain in confidence any and all
confidential materials of the Advisor or other documents or information marked
or expressed as being confidential by the Advisor, which it concurrently,
hereafter or previously obtains pursuant to or in connection with this
Agreement, except as otherwise agreed with the Advisor. Notwithstanding the
foregoing, the Advisor acknowledges that it may display daily and intraday
performance, and related performance information and statistics, to clients of
the Cell and Mosaic Platform, provided that the Cell will not display or make
available to clients any historical database comprised of such daily and/or
intraday performance information. The Cell further agrees that it shall not
disclose to any person all management and incentive fee negotiations with the
Advisor and the terms of this Agreement, unless, in each case, required to do so
by law, regulation, the request of any regulatory authority or valid legal
process. The Fund, on behalf of the Cell, acknowledges that the advisory
services provided by the Advisor involves the use of proprietary information and
further agrees that it shall not copy, disclose, misuse, misappropriate or
reverse engineer or otherwise appropriate or make use of in any manner the
trading strategies, systems, algorithms, models, techniques, methods, policies,
programs and analyses previously, currently used by the Advisor in the conduct
of its business or procure any third party to do the same.

    


    10.           NO GUARANTEE OF PERFORMANCE.
The Advisor makes no promises, representations, warranties or guarantees that
any of its services to be rendered to Cell will result in a profit or will not
result in a loss.

    


    11.           ORDER ENTRY. The Advisor
agrees that in the placement of Cell's orders with the Broker, it will utilize a
fair and equitable and reasonable order entry and execution system.

    


    12.           COMPLETE AGREEMENT. This
Agreement constitutes the entire agreement between the parties, and no other
agreement as to the matters referred to herein, verbal or otherwise, shall be
binding upon the parties hereto.

    


    13.           ASSIGNMENT. This Agreement may
not be assigned by any party without the prior written consent of the other
party.

    


    14.           AMENDMENT. This Agreement may
not be amended except by the written consent of the parties.

     

     

     

    
      
        
        

      

      
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      Exhibit
10.1


 

    15.           SUCCESSORS. This Agreement
shall be binding upon and inure to the benefit of the parties hereto, their
permitted successors and assigns.

    


    16.           SURVIVAL OF CERTAIN TERMS.
Cell’s obligation to pay fees to the Advisor for services rendered prior
to any termination of this Agreement, the provision relating to reinstatement of
Loss Carryforward in Section 3, the provisions regarding indemnification set
forth in Section 7 and the provisions regarding confidentiality and property
rights under Section 9 shall survive the termination of this
Agreement.

    


    17.           NOTICES. All notices required
or desired to be delivered under this Agreement shall be delivered personally,
by telex, facsimile or other means of electronic communication, or by registered
or certified mail, postage prepaid, return receipt requested, as
follows:

    


    If to the
Cell:                                    AM
Trading SPC

    c/o AlphaMetrix Investment Advisors
LLC, its Trading Manager

    181 W. Madison St.

    Suite 3825

    Chicago, Illinois
60602

    Attn:  Jarek
Kozlowski or Jon Stein

    Phone: 312-267-8400

    Fax: 312-201-9987

    


    If to the
Advisor:                              Attn: Martin Hunt

    Winton
Capital Management Ltd

    1-5 St
Mary Abbot’s Place,

    London W8
6LS

    Telephone
+44 (0)20 7610 5350

    Fax +44
(0) 20 7610 5301

    


    All
notices required or desired to be delivered under this Agreement shall be deemed
delivered and received by the party to whom a notice is addressed upon such
party's actual receipt of such notice.

    


    18.           GOVERNING LAW. This Agreement
shall be governed by and construed in accordance with the laws of England and
Wales.

    


    19.           CONSENT TO JURISDICTION. The
parties agree that any dispute arising out of this Agreement or the Account,
whether by arbitration or otherwise, shall be resolved within England and Wales.
Accordingly, the parties submit to the jurisdiction of the courts located
England and Wales and agree that any action or proceeding brought by either
party to enforce any right to assert any claim whatsoever in connection with
this Agreement shall be commenced within England and Wales.

    


    20.           ARBITRATION. The parties
expressly agree that any controversy arising out of or relating to Cell’s
Account or this Agreement shall be resolved only by arbitration in accordance
with the rules of the National Futures Association or an appropriate arbitration
association as the parties to this agreement may reasonably agree. Cell and
Advisor are aware that they are waiving certain rights by entering into this
provision.

     

     

    
 

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
10.1



    
 

    PURSUANT
TO AN EXEMPTION FROM THE U.S. COMMODITY FUTURES TRADING COMMISSION IN CONNECTION
WITH COMMODITY TRADING ADVISORS WHOSE CLIENTS ARE LIMITED TO QUALIFIED ELIGIBLE
PERSONS, THIS DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE
CFTC.  THE CFTC DOES NOT PASS UPON THE MERITS OF INVESTING WITH THE
ADVISOR OR THE ACCURACY OF THE INFORMATION HEREIN.  THEREFORE, THE
CFTC HAS NOT REVIEWED OR APPROVED THIS AGREEMENT.

     
 

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

    


    
      	
               
      

            	
              AM
      TRADING SPC

            


    

    
      	
               
      

            	
              on
      behalf of AM Trading SPC
      – MSP 41
Segregated
Portfolio

            


    

    


    


          
By:         ____________________________________

    Jon L.
Stein, Principal and Co-CIO of


    AlphaMetrix Investment Advisors, the
Trading 

    Manager for the Fund and the
Cell

    


                   
By:         ___________________________________

                          Name:   
________________________________

                         Director

    


    


    Winton Capital Management
Limited

    


    


    


    By:
____________________________________

    


    


    


    
      
        
        

      

      
        -10-

        
          

        

      

      
 

    

    Exhibit 10.1

     

    FUTURES
TRADING AUTHORIZATION

    


    


                                  May
__, 2007

    


    Attn: Martin Hunt

    Winton
Capital Management Ltd

    1-5 St
Mary Abbot’s Place

    London W8
6LS

    Telephone
+44 (0)20 7610 5350

    Fax +44
(0) 20 7610 5301

    


    


    Re:           Futures Trading
Authorization

    


    Gentlemen:

    


    On behalf of AM Trading SPC – MSP 41 Segregated
Portfolio (the “Cell”), the Fund does hereby make, constitute and appoint
you as its Attorney-in-Fact to purchase and sell financial interests, including
commodity futures contracts and option contracts, and foreign exchange
transactions through the Brokers listed in the Cell Supplement, each serving as
a Broker, in accordance with the Advisory Agreement between us dated May __,
2007.

    


    Please note that the Trading Manager
will be responsible for your compensation and that the Cell’s Brokers have not
been authorized to make such payments from the various Accounts.

    


    This Authorization can be suspended or
terminated at any time by the Cell or its delegate upon written notice sent to
the Advisor.

    


    Very truly yours,

    


     

    
      


      
        	
                 
      

              	
                AM
      TRADING SPC

              


      

      
        	
                 
      

              	
                on
      behalf of AM Trading SPC
      – MSP 41 

                Segregated
      Portfolio

              


      

      


      


            
By:         ____________________________________

      Jon L.
Stein 

      Principal and Co-CIO of


      AlphaMetrix Investment Advisors, the
Trading 

      Manager for the Fund and the
Cell

      


                     
By:         ___________________________________

                              
Name:   
________________________________

                           Director

      


      


      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

      


    

    
 

     

    Exhibit
10.1


    


    Appendix A – Implementation
Summary

    Current
as of 05-07

    


    
      	
              A.  

            	
              Basic
      Facts and Fee Terms

            


    

    


    
      	
              1.  

            	
              Winton
      Capital Management Limited
(“Winton”)

            


    

    


    
      	
              2.  

            	
              Address:

            


    

    Attn: Martin Hunt

    Winton
Capital Management Ltd

    1-5 St
Mary Abbot’s Place

    London W8
6LS

    Telephone
+44 (0)20 7610 5350

    Fax +44
(0) 20 7610 5301

    


    


    
      	
              3.  

            	
              Program &
      Description: Diversified Trading
Program.

            


    

    


    Winton’s
investment technique consists of trading a portfolio of more than 120 futures
contracts on major futures exchanges and forward markets worldwide, employing a
totally computerised, technical, trend-following trading system developed by its
principals. This system tracks price movements from these markets around the
world, and frequently carries out certain computations to determine how long or
short the portfolio should be so as to maximize profit within a certain range of
risk.

     
 

     

    
      	
              4.  

            	
              Markets
      Traded:

            

        i. Global
exchange traded futures, forwards and options

    


    
      	
              5.  

            	
              Fees:  The
      following rates will apply for purposes of Section 3 of the
      Agreement:

            


    

     

    [Redacted]

     

    
    

    
      	
              c.  

            	
              Plus
      any other additional compensation from the Trading Manager or other
      parties as agreed per any side letter or
  agreement.

            


    

    


    
      	
              6.  

            	
              Funding:

            


    

    
      	
              a.  

            	
              Designated
      Account Size = $3 million
      initially, to be revised periodically by the Trading
      Manager.

            


    

    
      	
              b.  

            	
              %
      of Nominal:  67%

            


    

    
      	
              c.  

            	
              Factor
      ( 1/ %Nom):  1.5

            


    

     

     

    
 

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    
       

      
        Exhibit
10.1



       

    

    
      	
              7.  

            	
              Account
      Numbers

            

             a. UBS
Securities Account No. ________________

    


    


    B.  Risk
and Exposure Parameters

    


    Based on
data provided by the Advisor and calculations by the SPC Manager, the parties
acknowledge the following parameters, and the Advisor agrees to use its
reasonable efforts toward staying with the Max Allowable Drawdown and Max
Historical Margin as stated below. Notwithstanding the foregoing, the Cell
acknowledges that the parameters stated below are for guidance purposes only and
that the Advisor shall not be responsible for any breach thereof :

    


    
      	 
      	
              On
      Designated Acct Size (Index)

            	
              On
      Cell Cash

            	
              Target

               

            
	
              Ann’d
      Std Dev

              (daily,
      unless otherwise stated)

            	
              21%

            	
              32%

            	
              n/a

               

            
	
              Max
      Allowable Drawdown

              (typically
      1.5-2x 250-day ann’d std dev)

            	
              35%

            	
              53%

            	
              n/a

            
	
              Margin
      Usage as % of Cell Cash

               

            	 
      	 
      	 
      
	
                    Max
      Historical Margin

               

            	
              33%

            	
              50%

            	
              n/a

            
	
                    Average
      Expected

               

            	
              18%

            	
              27%

            	
              n/a

            


    

    


    


                Notations
Used:

    
      	
              (t)  

            	
              =
      at current time

            


    

     
(i)  =   at initial trading date

     
(vd) = current Cell value date

    


    Max Allowable Drawdown Event
occurs when

     
 

    Max
Allowable Drawdown – Current Drawdown (t) < 3.0%

    


    where

    


          Current
Drawdown = 1  - (Manager Net Index / Highest Manager Net
Index)

     

    Margin Usage Event occurs
when

     

    
      Current
margin as % of Cell Cash > (Max Historical Margin % of Cell Cash –
10%).


    

    
    

    


    In the event of a Max Drawdown
Event or a Margin Usage Event, the Trading Manager of the Cell shall notify the
Advisor to suggest suspension of trading pursuant to Section 6 of the
Agreement.

    
 

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
10.1




     

    
      	
              C.  

            	
              Calculation
      of Manager Net Index

            


    

    


    The
Manager Net Index tracks the Cell’s performance and is used as the basis for
determining whether a Max Allowable Drawdown Event has occurred.

    


    Manager Net Index(t) =
Manager Net Index(i) + (Net
Profits(period ending
t) / Designated Account Size(vd-1))

    


    Where

    


    Net Profits = (see formula in
Agreement)

    


    Manager Net Index(i) =
100

    


    
      	
              D.  

            	
              Maximum
      Exposures Across Markets

            


    

     

              (See “Appendix B -
Limitations on Markets Traded”, attached)

    


    


    


    


    


    


    


    


    


    Acknowledged
by Advisor:

     

    By:              
___________________________

     

    Print Name:
___________________________

     

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    Exhibit
10.1


    


    


    Appendix
B --  Limitations on Market Exposures

     

    


    
      	
              1.  

            	
              In
      the table below, please indicate the markets and exchanges that you will
      be trading on behalf of the Client (please add additional sheets if
      necessary)

            


    

    
      	
              2.  

            	
              Please
      list the maximum number of contracts that you feel your system could put
      on in each market traded, given a $1,000,000
  allocation.

            


    

    
      	
              3.  

            	
              If
      this covers options, please use delta
  equivalents. 

            


    

     

    
      	 	 	 	 	 	 
	
              Program
      Name

            	
              Trader
      Market Code

            	
              Exchange

            	
              Market
      Description

            	
              Max
      Contracts

            	
              Maximum

              Spreads

            
	 
      	
              (example) 
      US BONDS

            	
              CBOT

            	
              US
      T-Bond

            	
              20

            	
              60

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


    

    


     

    


     Acknowledged by
Advisor:

     

    By:              
___________________________

     

    Print Name:
___________________________

     

    


    -15-