exhibit102.htm


    
       

      
        
          

        

      

      EXHIBIT 10.2

    


    Quantitative Investment
Management LLC

     

    Commodity
Trading Advisory Agreement

     

    This
Agreement for Commodity Trading Advisory Services is made and entered into this
____ day of February 2010, by and between Quantitative Investment Management
LLC, (the “Advisor”) and RFMC Willowbridge Fund, LP , whose general partner is
Ruvane Fund Management Corporation, (the “Client”).

     

    This
Agreement is entered into based upon the following representations:

     

    The
Client represents that it has speculative capital for the principal purpose of
investing in certain commodity futures contracts and other investment
instruments as described in Exhibit A (the “Trading Interests”) pursuant to
trading policies described in the Advisor’s Disclosure Document and proprietary
trading strategy as detailed in Exhibit A, as it may be updated or amended (the
“Strategy”), and has been informed and is fully cognizant of the possible high
risks associated with such investments.

     

    It is
mutually agreed that:

     

    
      	
              1.

            	
              The
      Client shall deposit with such commodities broker as is mutually
      acceptable to the parties (the “Broker”) funds and/or securities in an
      amount of not less than reflected in section (a)(i) of Exhibit B (the
      “Account”).

            


    

     

    
      	
              2.

            	
              The
      Client hereby appoints the Advisor, and the Advisor accepts such
      appointment, as its agent and attorney-in-fact with respect to the
      management of the Account. The Advisor will trade the Trading Interests
      pursuant to the Strategy and will have the exclusive authority to issue
      all necessary instructions to the Broker, provided that Client can
      instruct Advisor to exit positions necessary for Client to satisfy
      speculative trading limits. The Advisor also agrees to manage the Account
      in accordance with the agreed upon “Nominal Account Size” as described in
      Section (a) of Exhibit B (agreed trading level irrespective of amount of
      “Actual Funds,” including non-cash, margin qualifying assets, on deposit).
      Client agrees to execute all documents necessary, including the
      questionnaire in Exhibit B, for such purpose. All such transactions shall
      be for the account and risk of the
Client.

            


    

     

    
      	
              3.

            	
              The
      Advisor will seek capital appreciation in the Account by trading
      speculatively in the Trading Interests utilizing the Strategy as described
      in Exhibit A.

            


    

     

    
      	
              4.

            	
              The
      Advisor’s services are not rendered exclusively to the Client, and the
      Advisor shall be free to render similar services to
  others.

            


    

     

    
      	
              5.

            	
              This
      Agreement shall remain in effect until terminated upon receipt of written
      notice by mail, fax or email (“Written Notice”) of either party from the
      other. The Advisor or the Client may terminate this Agreement for any
      reason upon such Written Notice. Upon termination of this Agreement, the
      Advisor will close all open positions, and all accrued but unpaid fees
      shall become immediately due and payable to the
  Advisor.

            


    

     

    
      	
              6.

            	
              The
      Client may withdraw funds from the Account at any time and may add funds
      to the Account in such amount as mutually agreed upon with the Advisor
      (however, Client acknowledges that there is no assurance that the Advisor
      will allow it to add funds); provided, however, that the Client agrees to
      notify the Advisor by Written Notice in advance of such additions and
      withdrawals. No adjustment may be made to the Nominal Account Size without
      the mutual consent of both Client and Advisor. The Client acknowledges
      that the Advisor may terminate this Agreement pursuant to the terms of
      paragraph 5 if the Client reduces or gives Written Notice to the Advisor
      that it intends to reduce the Account to a level below which the Advisor
      cannot effectively utilize the
Strategy.

            


    

     

    
      	
              7.

            	
              The
      Account shall bear all commissions and/or related expenses arising from
      the transactions exercised in the management of the Account. The Client
      shall be responsible for assuring the payment of all margins, premiums,
      commissions and other amounts due to the Broker or any futures commission
      merchant (“FCM”) executing trades on behalf of the Client as provided in
      paragraph 13 in connection with transactions effected by the Advisor. The
      Client shall also authorize and instruct the Broker or any FCM to furnish
      the Advisor with copies of any and all statements, confirmations and other
      documents and materials provided to the Client with respect to trading
      conducted by the Advisor with such Broker or FCM
  hereunder.

            


    

     

    
      	
              8.

            	
              The
      Client agrees to inform the Advisor immediately if the Client is
      dissatisfied with the Advisor’s decisions or actions, or if the Client is
      dissatisfied with the Broker’s handling of the
  Account.

            


    

     

    
      	
              9.

            	
              The
      Advisor’s recommendations and authorizations shall be for the account and
      risk of the Client. The Advisor makes no guarantee that any of its
      services will result in a profit to the Client. The Client has discussed
      the risks of futures trading with the Broker and the Advisor and
      understands those risks. The Client assumes the responsibility of losses
      that may be incurred. Client acknowledges that since it is the owner of
      the Account and the Account is not a limited liability structure, it bears
      the risk of losses in excess of the capital it has invested in the
      Account.

            


    

     

    
      	
              10.

            	
              The
      Client will not pay the Advisor any management fee. The Client will pay
      the Advisor a quarterly incentive fee equal to a percentage of any New Net
      Profit in the Client’s Account as of the end of each calendar quarter as
      set forth in Exhibit B. “New Net Profit” is defined as the excess of the
      cumulative Gain/Loss from Commodity Trading (excluding interest) less
      trading and management fees over its highest past value at any prior
      calendar quarterly period (i.e., “new” profit). The “Gain/Loss from
      Commodity Trading” is the net gain or loss from closed and completed
      commodity transactions (after brokerage commissions) plus the
      increases/decreases in the value of the open positions at the end of each
      calendar quarter (accounting for commissions that would be incurred by
      closing such open positions). In the event of subsequent losses, the
      quarterly incentive fee would not be charged until there are New Net
      Profits to offset such losses. The quarterly incentive fee shall not be
      rebated by virtue of subsequent losses. To the extent that the Nominal
      Account Size is reduced at a time when the cumulative Gain/Loss from
      Commodity Trading represents a net loss, the amount of such net loss (a
      “Carry Forward Loss”) will be reduced by multiplying the Carry Forward
      Loss by a fraction, the numerator of which is the Nominal Account Size
      immediately after such reduction and the denominator of which is the
      Nominal Account Size immediately prior to such reduction. The Client will
      pay the Advisor any such incentive fee payment in a timely manner and
      provide the Advisor with an accounting prepared by its administrator
      regarding such payment.

            


    

     

    
      	
              11.

            	
              The
      Client agrees to execute such additional forms as Broker deems necessary
      to authorize the Broker to make payments from the Account to the Advisor
      in compensation for services set forth in this
  Agreement.

            


    

     

    
      	
              12.

            	
              The
      parties agree that the specific terms of this Agreement and the advice
      provided to the Client by the Advisor are confidential and shall not be
      disclosed by either party except as is reasonably necessary in the
      ordinary course of such party’s operations or pursuant to valid legal
      process.

            


    

     

    
      	
              13.

            	
              The
      Client acknowledges that the Advisor may utilize the services of multiple
      FCMs for the execution of trades for Client’s account and that FCMs may
      include FCMs other than the Broker. Client authorizes the Advisor to use
      other FCMs for the placement and execution of trades for Client’s account
      at the Advisor’s sole discretion.

            


    

     

    
      	
              14.

            	
              The
      Advisor makes no guarantee that any of its services will result in a
      profit or will not result in a loss for the Client. The Advisor will not
      be liable to the Client or to others except by reason of acts constituting
      willful misconduct or gross negligence as to its duties herein, and
      disclaims any liability for human or machine errors in order to trade or
      not to trade any Trading Interest.

            


    

     

    
      	
              15.

            	
              The
      Client represents to the Advisor that it is a “qualified eligible person”
      (“QEP”) as defined in Rule 4.7 under the Commodity Exchange Act because it
      meets one or more of the criteria listed in Exhibit C. The General Partner
      represents to the Advisor that it is a member in good standing of the NFA,
      and that the Client is in compliance with all applicable rules and
      regulations of the Securities and Exchange Commission, the CFTC, and the
      NFA to the extent material to the conduct of its business. The Advisor
      represents to the Client that it is a member in good standing of the NFA
      and has all required governmental and regulatory licenses to perform its
      obligations under this Agreement and the Advisor is in compliance with all
      applicable rules and regulations of the CFTC and the NFA to the extent
      material to the conduct of its business; and the performance by the
      Advisor of its obligations under this Agreement will not violate, or
      constitute a default under, the certificate of incorporation of, articles
      of incorporation, bylaws of, or any agreement, order, law or regulation
      binding upon, the Advisor.

            


    

     

    
      	
              16.

            	
              This
      Agreement shall be governed by and construed and administered in
      accordance with the internal substantive laws of the State of Virginia
      without regard to principles of conflict of laws. Any controversy or claim
      arising out of or relating to this Agreement shall be settled by binding
      arbitration in Charlottesville, Virginia in accordance with the rules then
      in effect of the National Futures Association, and judgment upon the award
      rendered by the arbitrators may be entered into any court having
      jurisdiction thereof. Client agrees to pay all expenses, including
      attorneys’ fees, incurred by Advisor to defend any unsuccessful claim
      Client brings against Advisor, and the Advisor agrees to pay all expenses,
      including attorneys’ fees, incurred by Client to defend any successful
      claim Advisor brings against
Client.

            


    

     

    
      	
              17.

            	
              The
      parties agree to comply with all applicable federal, state and local laws,
      rules and regulations with respect to this Agreement. Each party agrees
      that it will promptly notify the other party in the event that it becomes
      aware any violation or non-compliance with such laws, rules or regulations
      or the commencement of any action, suit, proceeding or investigation
      involving such party. The Advisor agrees to provide the General Partner
      with any information concerning the Advisor that the General Partner may
      reasonably request concerning the Advisor including, but not limited to,
      information regarding any change in control, personnel, trading approach
      and financial condition which the General Partner reasonably deems to be
      material to the Client, and shall notify the General Partner of any such
      matters the Advisor believes are material to the Client. The Advisor shall
      cooperate, to the extent that the General Partner may reasonably request,
      in preparing offering materials, investor information reports and
      regulatory filings relating to the Client. Nothing in this Agreement shall
      require the Advisor to disclose the proprietary details of the Strategy
      used to manage the Client’s Account. The Advisor will make itself
      reasonably available upon the reasonable request of the General Partner to
      support efforts to market or develop the Client, including without
      limitation participating in telephone calls and meetings with potential
      marketers or customers of the Client. Further, the Advisor agrees to
      cooperate with the General Partner in connection with its obligations to
      the Client.

            


    

     

    
      	
              18.

            	
              In
      the event that any of the provisions of this Agreement are invalid for any
      reason whatsoever, all other conditions and provisions of this Agreement
      shall, nevertheless remain in full force and
  effect.

            


    

     

    
      	
              19.

            	
              Neither
      party may assign this Agreement without the prior consent of the other
      party.

            


    

     

    
      	
              20.

            	
              This
      Agreement constitutes the entire agreement between the parties, and no
      modifications or amendments of this Agreement shall be binding unless in
      writing and signed by the participants
hereto.

            


    

     

    
      	
              21.

            	
              Client
      acknowledges that he has read and understands this Agreement describing
      the Strategy pursuant to which the Account will be
  managed.

            


    

     

    
      	
              22.

            	
              This
      Agreement may be executed in one or more counterparts, each of which will
      be deemed an original and all of which shall constitute one
      document.

            


    

     

    
      	
              23.

            	
              By
      depositing funds with the Broker, the Client acknowledges and accepts the
      proprietary techniques of the Strategy and the Client’s suitability to
      bear the economic risk of loss in commodity
  trading.

            


    

     

    In
Witness Whereof, the parties hereto have executed this Agreement as of the date
first written above.

     

    PURSUANT
TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH
ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT
REQUIRED TO BE, AND HAS NOT BEEN FILED WITH THE COMMISSION. THE COMMODITY
FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A
TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR
DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT
REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT
DOCUMENT.

     

    

      
        	
                RFMC
      WILLOWBRIDGE FUND, LP

                 

              	
                QUANTITATIVE
      INVESTMENT MANAGEMENT LLC:

              
	 
      	 
      	 
      	 
      
	
                By:

              	 
      	
                By:

              	 
      
	
                Name:

              	 
      	
                Name:

              	 
      
	
                Title:

              	 
      	
                Title:

              	 
      


      




    
      
         


      

      
        
          

        

      

       

    


    EXHIBIT
A

     

    Interests
Traded:

     

    
      	
              E-mini
      Nasdaq

            	
              10
      Year Note

            	
              Euro
      Currency

            	
              Gold

            
	
              E-mini
      S&P

            	
              US
      Bond

            	
              Japanese
      Yen

            	
              Silver

            
	
              E-mini
      Russell

            	
              2
      Year Note

            	
              British
      Pound

            	
              Copper

            
	
              Dax

            	
              5
      Year Note

            	
              Canadian
      Dollar

            	
              Natural
      Gas

            
	
              FTSE
      100

            	
              EuroDollar

            	
              Australian
      Dollar

            	
              Crude
      Oil

            
	
              DJ
      Euro Stoxx 50

            	
              Eurobund

            	
              Swiss
      Franc

            	
              Brent
      Crude

            
	
              Hang
      Seng

            	
              Euribor

            	
              Corn

            	
              Gas
      Oil

            
	
              Nikkei
      225 (OSE)

            	
              Euro-Bobl

            	
              Soybeans

            	
              Heating
      Oil

            
	
              CAC
      - 40

            	
              Euro-Schatz

            	
              Sugar

            	
              Unleaded
      Gas

            
	
              KOSPI

            	
              Long
      Gilt

            	
              Wheat

            	
              WTI
      Crude

            
	
              SGX
      Nikkei

            	
              Short
      Sterling

            	 
      	 
      
	
              TOPIX

            	
              JGB
      (TSE)

            	 
      	 
      


    

    


    Investment Strategy &
Restrictions:

     

    Quantitative Investment
Management’s Global Program uses over 5,000 quantitative trading models that
utilize pattern recognition to predict short and medium-term price movements in
global futures contracts.

     

    Currently, only exchanged
traded futures contracts will be traded in accordance with
and  pursuant to the Reference Fund (or the onshore or offshore funds
which invest in the Reference Fund).

     

    The Advisor will give the
Client prompt written notice following the commencement of trading new
interests, strategies or markets, provided that such notice shall be given no
later than 30 days after the commencement of such trading.

     

    



    
       

      
        
          

        

      

       

    


    EXHIBIT
B

     

    Conditions
for this Account:

     

    (a)           The
Nominal Account Size at which the Account will be traded is $20,000,000 (twenty
million dollars).

     

    (i)           Initial
Actual Funds: The initial actual deposit in the Account is $20,000,000 (twenty
million dollars).

     

    (ii)           Committed
Funds: Client hereby states that the Account’s marginable assets include $-0- in
funds not deposited in the actual trading account, but on deposit in a separate
account at the FCM (“Committed Funds”). Client acknowledges an additional
cross-margining agreement may be required.

     

    (iii)           Initial
Notional Funds: Client hereby acknowledges that the Account’s Nominal Account
Size includes $-0-_ in initial notional funds not deposited in the actual
trading Account.

     

    (b)           The
quarterly incentive fee rate for this account is 30% (thirty
percent).

     

    (c)           The
estimated average per trade commission rate is $11 per roundturn.

     

    



    
       

      
        
          

        

      

       

    


    EXHIBIT
C

     

    Qualified Eligible Person
(“QEP”) Status

     

    “Portfolio
Requirement”

     

    Portfolio
Requirement means that a Subscriber --

     

    (a)           owns
securities (excluding interests in issuers with which Subscriber is affiliated)
and other investments with an aggregate market value of at least $2
million.

     

    (b)           has
on deposit for its own account with a futures commission merchant, at any time
during the preceding six months, $200,000 or more in exchange-specified initial
margin and option premiums for futures and other commodity interest positions,
or

     

    (c)           has
a portfolio comprised of a proportionate combination of the investments
specified in (a) above and the margin and premium specified in (b) above --
e.g., investments of $1,000,000 and margin and option premiums of
$100,000).

     

    “Natural Persons” (i.e.,
Individuals)

     

    1.           Subscriber
meets the Portfolio Requirement AND -- either
--

     

    (a)           has
a net worth (including home, furnishings and automobiles), or joint net worth
with spouse, exceeding $1 million, OR

     

    (b)           has
had individual gross income of $200,000 or more in the past two calendar years,
or joint gross income with spouse of $300,000 in those years and, in either
case, has a reasonable expectation of his individual or joint gross spousal
income, respectively, reaching the same level in the current year.

     

    Pension and Profit-Sharing
Plans

     

    2.           Subscriber
meets the Portfolio Requirement AND is
--

     

    (a)           An
employee benefit plan under ERISA: (i) whose decision to invest in the Fund is
made by a plan fiduciary (as defined in ERISA §3(21)) that is a registered
investment adviser, bank, savings and loan association, or insurance company; or
(ii) with total assets exceeding $5 million; or (iii) that is a self-directed
plan, and the decision to invest in the Fund is made by a QEP; or

     

    (b)           A
plan established and maintained by a state, a political subdivision thereof, or
any agency or instrumentality thereof, for the benefit of its employees and with
total assets exceeding $5 million.

     

    Individual Retirement
Accounts

     

    3.           An
IRA whose owner is a QEP under 1(a) above.

     

    Partnerships, Corporations
and other Entities

     

    4.           Subscriber
meets the Portfolio Requirement AND is--

     

    (a)           A
commodity pool, trust, insurance company separate account or bank
collective  trust: (i) with total assets exceeding $5 million, (ii)
that was not formed for the purpose of investing in the Fund and (iii) whose
decision to invest in the Fund was directed by a QEP. (If the entity does not
meet these tests, it may still qualify as a QEP under (9) below.);

     

    (b)           A
corporation, a partnership or a Massachusetts or similar business trust, but
which is not a commodity pool, that: (i) has total assets exceeding $5 million
and (ii) was not formed for the specific purpose of investing in the
Fund;

     

    (c)           An
insurance company (as defined in §2(1) of the Securities Act) acting for its own
account or for the account of a QEP; an investment company registered under the
ICA, or a business development company as defined therein which was not formed
for the specific purpose of investing in the Fund; a bank (as defined in
§3(a)(2) of the Securities Act) or savings and loan or other institution (as
defined in §3(a)(5)(A) of the Securities Act) acting for its own account or that
of a QEP; or an organization described in §501(c)(3) of the Internal Revenue
Code with total assets exceeding $5 million; or

     

    (d)           A
governmental entity (including the U.S., any state, or a non-U.S. jurisdiction)
or political subdivision thereof, or a multinational or supranational entity, or
any instrumentality, agency or department of any of the foregoing, if authorized
by law to invest in a commodity pool.

     

    Investment Professionals and
Related Persons

     

    5.           A
CFTC-registered CPO or CTA who: (a) has been registered and active as such for
two years or (b) in the case of a CPO operates pools with aggregate assets
exceeding $5 million, or in the case of a CTA advises accounts with aggregate
assets deposited with futures commission merchants exceeding $5
million.

     

    6.           With
respect to an exempt pool, (such as the Fund):

     

    (a)           The
CPO, CTA or investment adviser of the exempt pool offered or sold, or an
affiliate of any of the foregoing;

     

    (b)           A
principal of the exempt pool or the CPO, CTA or investment adviser of the exempt
pool, or an affiliate of any of the foregoing;

     

    (c)           An
employee of the exempt pool or the CPO, CTA or investment adviser of the exempt
pool, or of an affiliate of any of the foregoing (other than an employee
performing solely clerical, secretarial or administrative functions with regard
to such person or its investments) who, in connection with his or her regular
functions or duties, participates in the investment activities of the exempt
pool, other commodity pools operated by the pool operator of the exempt pool or
other accounts advised by the trading advisor or the investment adviser of the
exempt pool, or by the affiliate; provided that such employee has been
performing such functions and duties for or on behalf of the exempt pool, CPO,
CTA, investment adviser or affiliate, or substantially similar functions or
duties for or on behalf of another person engaged in providing commodity
interest, securities or other financial services, for at least 12
months;

     

    (d)           Any
other employee of, or an agent engaged to perform legal, accounting, auditing or
other financial services for, the exempt pool or the CPO, CTA or investment
adviser of the exempt pool, or any other employee of, or agent so engaged by, an
affiliate of any of the foregoing (other than an employee or agent performing
solely clerical, secretarial or administrative functions with regard to such
person or its investments); provided, that such employee or agent:

     

    (i)           Is
an “accredited investor” as defined in Rule 501 of Regulation D under the
Securities Act of 1933, as amended; and

     

    (ii)           Has
been employed or engaged by the exempt pool, commodity pool operator, commodity
trading advisor, investment adviser or affiliate, or by another person engaged
in providing commodity interest, securities or other financial services, for at
least 24 months;

     

    (e)           The
spouse, child, sibling or parent of a person who satisfies the criteria of
6(a)-(d) above; provided
that: (i) an investment in the exempt pool by any such family member is
made with the knowledge and at the direction of the person; and (ii) the family
member is not a qualified eligible person for the purposes CFTC Rule
4.7(a)(3)(xi);

     

    7.           A
CFTC-registered futures commission merchant.

     

    8.           An
SEC-registered broker or dealer.

     

    Entities That Are
Wholly-Owned by QEPs

     

    9.           An
entity in which all the owners or participants are QEPs.

     

    Non-United States
Persons

     

    10.           An
individual who is not a resident of the United States.

     

    11.           A
corporation, partnership or other entity organized principally for passive
investment (such as a commodity pool or investment company): (a) that was not
formed for the principal purpose of enabling U.S. Persons to participate in the
Fund or in other commodity pools exempt under CFTC Rule 4.7; and (b) is 90% or
more owned by Non-U.S. Persons and U.S. Persons that are QEPs.

     

    12.           A
corporation, partnership or other entity, other than a passive investment entity
as described immediately above, organized under the laws of, and with its
principal place of business in, a non-U.S. jurisdiction.

     

    13.           A
pension plan for the employees, officers or principals of an entity organized
and with its principal place of business outside the U.S.

     

    14.           An
estate or trust whose income is not subject to U.S. income tax, regardless of
source.