Exhibit 10.02


 


SERVICES AGREEMENT


 


This
Agreement is made as of the
                
day of
                ,
20     between: (1)                   
(“Service Provider”) and (2) Millburn Ridgefield Corporation (“Millburn”)
and Global Macro Trust (the “Fund”)


 


Recitals


 


A.                 The Fund is a
publicly offered commodity pool whose interests are registered with the
Securities and Exchange Commission under the Securities Act of 1933.


 


B.                   The Fund wishes
to have Service Provider provide to Fund or on its behalf certain
administrative services with respect to beneficial owners of the Fund’s Series 2
Units (“Interest or Unit Holder(s)”) which Service Provider has made available
to Interest or Unit Holders through securities brokerage accounts carried by
Service Provider on its own behalf or on behalf of its correspondents (“Correspondents”).


 


C.                   Service
Provider agrees to provide such services in accordance with the terms and
conditions set forth herein.


 


D.                  Service
Provider acts as broker for its customers to effect the purchase, redemption or
exchange of Interests or Units of investment funds.


 


AGREEMENT


 


Therefore,
in consideration of the mutual promises set forth herein, the parties agree as
follows:


 


I.                                         Interest or Unit Holder Services


 


A.                                   Interest or Unit Holder Account Set-up and Maintenance


 


Service
Provider shall maintain and provide to Correspondents adequate facilities and
procedures to: (1) establish and maintain Fund investments on behalf of
Interest or Unit Holders within a consolidated brokerage account(s) on the
Service Provider transaction processing and recordkeeping system, and (2) access
Interest or Unit Holders’ current Fund information including, but not limited
to, share balances, dividend information and transaction history.


 


B.                                     Interest or
Unit Holder Assistance


 


Service
Provider shall make available to Correspondents any information maintained by
Service Provider as may be necessary for Correspondents to support and resolve
Interest or Unit Holder servicing inquiries. 
Service Provider personnel will assist Correspondents in the
investigation of Interest or Unit Holder inquiries when necessary.  Service Provider will support Interest or
Unit Holder service inquiries from Interest or Unit Holders who maintain brokerage
accounts with Service Provider.


 


C.                                     Transaction
Processing and Settlement


 


The
Service Provider transaction processing system shall enable Interest or Unit
Holders to purchase and redeem Interests or Units of Funds available through
Service Provider.  Service Provider shall
facilitate settlement with Fund of Interest or Unit Holder transactions in such
Fund


 


1

















 


insofar
as such transactions are requested to Service Provider or Correspondents on
behalf of Interest or Unit Holders. 
Transaction requests will be communicated via physical application and
tender documents created and maintained by the Fund.  Fund will not execute transactions in special
custody accounts for the exclusive benefit of customers of Service Provider
without explicit authorization from Service Provider.  Investment, redemption, and distribution
proceeds will be moved between parties via Federal Funds Wire in accordance
with the Fund’s and Service Provider’s wire instructions.


 


D.                                    Interest or Unit Holder Account Statement Preparation and
Distribution


 


With
respect to each Interest or Unit Holder holding Fund investments through
Service Provider, Service Provider shall deliver or cause to be delivered
statements, in written or electronic format, to such Interest or Unit Holder at
least quarterly.  Statements will include
transaction details for the statement period for each Fund in which Interests
or Units were purchased or redeemed and a summary of the number of Fund
Interests or Units owned and share value thereof as of the statement date to
the extent such value is provided by the Fund.


 


E.                                      Confirmation Preparation and Distribution


 


Service
Provider shall generate a written confirmation for each purchase and redemption
transaction affecting each Interest or Unit Holder’s Fund investments held
through Service Provider to the extent such confirmation is required by federal
security laws, and such confirmation shall be distributed to Interest or Unit
Holders in written or electronic format through or on behalf of Service Provider
or Correspondents.


 


F.                                      Payment of Fund Distributions


 


Service
Provider shall distribute to Interest or Unit Holders all dividend, capital
gain or other payments authorized by the Fund and distributed to and received
by Service Provider, if any, and such distributions shall be credited to
Interest or Unit Holders in accordance with the instructions provided by each
Interest or Unit Holder, including, but not limited to, dividend reinvestment
into the Fund or cash payments of distributions.


 


G.                                     Offering Memorandum Fulfillment


 


Prior
to any Interest or Unit Holder’s acquisition of Interests or Units by purchase
or transfer, the Fund shall provide, or shall cause a Selling Agent to provide
in written or electronic form an Offering Memorandum for such Fund to the
extent such Offering Memorandum is required by federal security laws.  Subsequent to any Interest or Unit Holder’s
acquisition of Interests or Units by purchase or transfer, the Fund shall
provide or cause a Selling Agent to provide to such Interest or Unit Holder
annually, in written or electronic form, an Offering Memorandum for such Fund
to the extent such Offering Memorandum is required by federal security laws
with respect to such acquisition and is provided by the Fund to Service
Provider or its designee.


 


The
Fund and Millburn acknowledge and agree that Service Provider is not
responsible for: (i) the compliance of any Offering Memorandum or
supplement thereto, annual report, proxy statement or item of advertising or
marketing material of or relating to any Fund, with any applicable laws, rules or
regulations; (ii) the registration or qualification of any Interests or
Units of any Fund under any federal or applicable state laws; or (iii) the
compliance by any Fund or Fund/Agent or any “affiliated person” (as that term
is defined in the rules under the Investment Company Act of 1940, as
amended), with any applicable federal or state law, rule, or regulation or the rules and
regulations of any self-regulatory organization with jurisdiction over such Fund,
Fund/Agent or affiliated person.


 


2

















 


H.                                    Account Level Tax Reporting


 


Service
Provider shall provide to Interest or Unit Holders through Service Provider or
Correspondent such reports and information as may be required by the
then-prevailing laws and regulations under the Internal Revenue Code for
non-retirement accounts and qualified and non-qualified retirement plan
accounts.  Millburn affirms that the Interests or Units
are subject to IRS schedule K-1 reporting and acknowledges such reporting will
be provided directly to the beneficial owners by the Fund or Millburn or their
representatives.


 


II.                                     Representations and
Warranties


 


A.                                   The Fund and
Millburn each represent and warrant that:


 


(1)                                  it has the requisite authority to enter
into this Agreement on its own behalf;


 


(2)                                  it is in conformity with all federal or
state laws, rules or regulations or the rules and regulations of any
self-regulatory organization to which it is subject;


 


(3)                                  all sales
charges detailed in the Fund’s Offering Memorandum are not excessive as defined
by FINRA Rule 2810; and


 


(4)                                  the payment to Service Provider of any
fees pursuant hereto:


 


(a)          has been duly authorized by
the Fund, Millburn, its Board of Directors, or any other persons to the extent
such authorization is required to properly make such payment;


(b)         is properly disclosed in the
relevant Fund Offering Memorandum to the extent such disclosure may be
required; and


(c)          is in conformity with all
federal or state laws, rules or regulations or the rules and
regulations of any self-regulatory organization to which the Fund or its agents
are subject.


 


B.                                     Service
Provider represents and warrants that:


 


(1)                                  it is a
[Limited Liability Company] duly organized under the laws of the State of
[Delaware] and is duly registered and/or qualified as a broker/dealer with the
SEC, FINRA and in every state or territory of the United States of America
(including the District of Columbia) where such registration or qualification
is required and has the requisite authority to enter into this Agreement and to
carry out the services contemplated herein;


 


(2)                                  the execution
and delivery of this Agreement and the performance of the services contemplated
herein have been duly authorized by all necessary corporate action on its part,
and this Agreement constitutes the valid and binding obligations of Service
Provider;


 


(3)                                  it is in
material conformity with all federal, state and industry laws or regulations to
which it is subject;


 


(4)                                  it has
established an anti-money laundering compliance program, and that its
implementation of the program complies in all material respects with applicable
law and regulations; and


 


(5)                                  it has adopted
policies and practices related to the protection of non-public personal information
pursuant to SEC Regulation S-P.  These
policies and practices are designed to comply with Regulation S-P in all
material respects, including, but not limited to, the obligation to provide
appropriate administrative, technical and physical safeguards reasonably
designed to (i) ensure the security and confidentiality of customer
records and information; (ii) protect against any anticipated threats or
hazards to the security or integrity of customer records and information; and (iii) protect
against unauthorized access to or use of customer records or information that
could result in substantial harm or inconvenience to any customer.


 


3

















 


C.                                     Each party
hereto represents and warrants that it shall provide to the others such
information or documentation necessary for such party to fulfill its
obligations hereunder, such other information or documentation as any party may
reasonably request, and that it shall comply with such operating policies and
procedures as the parties may jointly adopt from time to time.


 


III.                                 Fees


 


DEFINITIONS.  As used herein, these terms
are defined as follows:


 


A.                                   Servicing Asset
Based Fee


 


For
the services provided by Service Provider hereunder, Millburn shall pay to
Service Provider a fee with respect to each Fund, which fee shall be based upon
a percentage per annum of the month end value of the aggregate number of
Interests or Units of the Fund held by Service Provider for the accounts of
customers of Service Provider and Correspondents.  Such fee shall be calculated and paid in
accordance with Exhibit A hereto.


 


B.                                     Start up Fees


 


Millburn
shall pay to Service Provider a one-time start up fee (“Start Up Fee”) for
Service Provider’s initial set up and preparation to support the Fund.  The amount of the Start Up Fee is set forth
on Exhibit A and shall be due and payable to Service Provider upon the
earlier of:  (i) 30 days from the
execution of this Agreement; or (ii) the availability of any such Fund to
customers of Service Provider and Correspondents.  The identity and description of each Fund
which is subject to this Agreement shall be set forth in Exhibit B, as
amended from time to time.


 


C.                                     CUSIP Fee


 


Millburn shall pay to
Service Provider a fee (“CUSIP Fee”) to add any Fund to Service Provider’s
computer system in order to make such Fund available to customers of Service
Provider and Correspondents.  The amount
of the CUSIP Fee is set forth on Exhibit A, and shall be due and payable
to Service Provider upon the earlier of: 
(i) the date such fund is identified on Exhibit B; or (ii) the
availability of such Fund to customers of Service Provider or Correspondents.


 


D.                                    Maintenance Fee


 


Millburn
shall pay to Service Provider an annual maintenance fee (“Maintenance Fee”)
with respect to certain Funds as set forth on Exhibit A.


 


As
set forth in Exhibit A, fees described in this section III are subject to
change.  In the event of material changes
to the scope of services provided hereunder, the parties agree to negotiate in
good faith as to the appropriate amendment to the fees due Service Provider.


 


IV.                                Indemnification


 


Millburn
shall indemnify and hold harmless Service Provider and each officer, employee
and agent of Service Provider from and against any and all claims, demands,
actions, losses, damages, liabilities, or costs, charges, counsel fees, and
expenses of any nature (“Losses”) arising out of: (i) any inaccuracy or
omission in any Offering Memorandum or supplement thereto, registration
statement, annual report, or proxy statement of Fund; (ii) any inaccuracy
or omission in any advertising or promotional material provided to, reviewed
by, or generated by Fund; (iii) any
breach by Fund or Millburn of any representation, warranty, covenant, or
agreement contained in this Agreement; or (iv) any action taken or omitted
to be taken by Service Provider pursuant to this


 


4

















 


Agreement,
except to the extent such Losses result from Service Provider’s breach of this
Agreement, willful misconduct, or gross negligence.


 


Service
Provider shall indemnify and hold harmless Fund and Millburn and their
respective officers, employees and agents from and against any and all Losses
arising out of: (i) Service Provider’s dissemination of information
regarding Fund that contains any inaccuracies or omissions unless such
information was provided to and reviewed by, or generated by, Fund or Millburn;
(ii) any breach by Service Provider of any representation, warranty,
covenant, or agreement contained in this Agreement; and (iii ) any Losses
resulting from Service Provider’s willful misconduct or gross negligence.


 


V.                                    Confidentiality


 


Each
party acknowledges and understands that with respect to the activities
described in this agreement any and all technical, trade secret, or business
information, including, without limitation, financial information, business or
marketing strategies or plans, product development or customer information (“Proprietary
Information”) shared by one party with the other is confidential and
proprietary, constitutes trade secrets of the owner of such Proprietary
Information, and is of great value and importance to the success of the owner’s
business.  The recipient of any such
Proprietary Information agrees to use its best efforts (the same being not less
than that employed to protect its own proprietary information) to safeguard any
Proprietary Information received from the other party and to prevent the
unauthorized, negligent or inadvertent use or disclosure thereof.  The recipient of any such Proprietary
Information shall not, without the prior written approval of any officer of the
owner, directly or indirectly, disclose the Proprietary Information to any
person or business entity except for a limited number of employees, attorneys,
accountants and other advisors of the recipient on a need-to-know basis or as
may be required by law or regulation. The recipient of any such Proprietary
Information shall promptly notify the owner in writing of any unauthorized,
negligent or inadvertent use or disclosure of Proprietary Information.  The recipient of any such Proprietary
Information shall be liable under this Agreement to the owner for any use or
disclosure in violation of this Agreement by it or its employees, attorneys,
accountants, or other advisors or agents.


 


The
recipient of such Proprietary Information shall not have any obligations under
this Section V with respect to any information that is: (i) already
known to the recipient or its affiliates at the time of the receipt; (ii) publicly
known at the time of the receipt; or (iii) independently developed by the
recipient or its affiliates.  This Section V
shall continue in full force and effect notwithstanding the termination of this
Agreement.


 


VI.                                Effective Date, Duration and
Termination


 


With respect to the
Fund, this Agreement shall become effective upon the earlier of: (i) the
date such Fund is identified on Exhibit B, as amended from time-to-time;
or (ii) the availability of the Fund to customers of Service Provider
and/or Correspondents.  The Fund and
Millburn represent that prior to the effective date, if the Fund or Millburn
requires any approval of this Agreement, such approval has been obtained.  If the Fund requires any periodic approval of
this Agreement, such approval has been obtained.  The Agreement shall continue in force for one
year; thereafter, this Agreement shall remain in full force and effect for
successive annual periods, unless earlier terminated.


 


This Agreement is
terminable as to any Fund by any party upon 60 days’ written notice thereof to
the other parties or upon default hereof provided that such default shall not
terminate this Agreement to the extent the defaulting party has been notified
of such default by the non-defaulting party and the defaulting party cures such
default within 10 business days of notice of such default.


 


After
the date of termination as to any Fund, no fee will be due with respect to any
Interests or Units of such Fund that are first placed or purchased in Service
Provider or Correspondent


 


5

















 


customer
accounts after the date of such termination. 
However, notwithstanding any such termination, Millburn will remain
obligated to pay Service Provider the fee as to each share of such Fund that
was considered in the calculation of the fee as of the date of such
termination, for so long as such share is held in the Service Provider or
Correspondent account.  This Agreement,
or any provision hereof, shall survive termination to the extent necessary for
each party to perform its obligations with respect to Interests or Units for
which a fee continues to be due subsequent to such termination.


 


VII.                            Miscellaneous


 


A.                                   Suspension of Availability


 


Notwithstanding
any other provision of this Agreement, Service Provider may suspend the
availability of any Fund for purchases, redemptions or exchanges by Interest or
Unit Holders for any reason, including but not limited to, court order or
regulatory concerns.


 


B.                                     Custody


 


Millburn
and the Fund acknowledge that Fund Interests or Units maintained by the Fund
for Interest or Unit Holders hereunder are held in custody for the exclusive
benefit of customers of Service Provider or its Correspondents and shall be
held free of any right, charge, security interest, lien or claim against
Service Provider in favor of the Fund or its agents acting on behalf of the
Fund.  Accordingly, Fund must confirm
such acknowledgment in Exhibit C.


 


C.                                     Use of Service Provider Name


 


The
Fund will not, nor will Fund’s general partner cause or permit the Fund to,
describe or refer to the name “                    ”
or any derivation thereof or any affiliate thereof, or to the services or
relationship contemplated by this Agreement in any advertisement or promotional
materials or activities without the prior written consent of an authorized
officer of Service Provider, provided, however, that once Service Provider has
authorized generic references of the availability of the Funds through Service
Provider or its affiliates, said generic references shall not be subject to
prior written consent.


 


D.                                    Non-exclusivity


 


Each
party acknowledges that each other party, unless otherwise agreed to in
writing, may enter into agreements similar to this Agreement with other parties
for the performance of services similar to those provided under this Agreement.


 


E.                                      Force
Majeure


 


Neither
Service Provider nor its affiliates shall be liable to Fund or Millburn for any
damage, claim or other loss whatsoever caused by circumstances or events beyond
its reasonable control.


 


F.                                      Arbitration


 


In the event of a dispute between Service Provider
and Millburn and/or the Fund relating to or arising out of this Agreement or
the relationship of the parties hereto, the parties will submit the matter to
arbitration in accordance with this sub-section:


 


(a)          Arbitration will be held in accordance with the rules and
regulations of the FINRA Code of Arbitration Procedure, except, (i) in the
event that the FINRA is unwilling to accept jurisdiction of the matter, such
arbitration will be held in accordance with the rules and regulations of
the American Arbitration Association under the Commercial Arbitration
Procedures then in effect, and (ii) in the event that a non-party to this
Agreement brings an


 


6

















 


arbitration against Fund
or Service Provider relating to or arising out of this Agreement, then the
parties agree to arbitrate in whichever arbitration forum such arbitration is
brought.  In the event that (i) a
non-party initiates a judicial proceeding against Fund or a Fund Selling Agent
relating to, or arising out of, this Agreement, (ii) such claim cannot be
compelled to arbitration, and (iii) either party asserts a claim against
the other party in connection with such proceeding, then the parties agree to
submit to the jurisdiction of the court in that judicial proceeding.


 


(b)         If the arbitration is brought by one of the parties hereto, the number of
arbitrators will be three (3), and they will be selected in accordance with the
rules and regulations of the FINRA Code of Arbitration Procedure or
American Arbitration Association under the Commercial Arbitration Procedures
then in effect, as appropriate.  The
arbitrators shall be attorneys specializing in securities law.  Any award of the arbitrators will be limited
to compensatory damages and will be conclusive and binding upon the
parties.  The arbitration shall be
governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, to the
exclusion of state laws inconsistent therewith, and judgment upon the award may
be entered in any court having jurisdiction.


 


(c)          Each party will bear its own expenses, including legal and accounting
fees, if any, with respect to the arbitration. 
The arbitrator will designate the party to bear the expenses of the arbitration
or the respective amounts of such expense to be borne by each party.  Any costs, fees or taxes involved in
enforcing the award shall be fully assessed against and paid by the party
resisting enforcement of the award.


 


(d)         Nothing in this Section will prevent either party from resorting to
judicial proceedings or otherwise for injunctive relief to prevent serious
irreparable harm or injury to a party or to others


 


G.                                     Notices


 


All
notices and communications required or permitted by this Agreement shall be in
writing and delivered personally or sent by first class mail or federal express
unless otherwise agreed.  All such
notices and other communications shall be made:


 


if to Service Provider, to:


 


[                            ]


 


if to Fund or Millburn, to:


Millburn
Ridgefield Corporation


411
West Putnam Avenue


Greenwich,
Connecticut 06830


Attention:
Eileen Grace


 


 


Copy
to:


The
Millburn Corporation


1270
Avenue of the Americas


11th Floor


New
York, New York  10020


Attention:
Gregg Buckbinder


 


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H.                                    Amendments


 


This
Agreement and any Exhibits hereto other than Exhibit Amay be amended only
upon the written agreement of the parties in an amendment to the existing
Agreement and Exhibits.


 


I.                                         Entire Agreement


 


This Agreement, including any Amendments and Exhibits
hereto, contains the entire agreement of the parties as to the subject matter
hereof and supersedes any prior agreements, written or oral.


 


J.                                        Non-Assignability / Choice of Laws


 


This
Agreement may not be transferred or assigned by Milburn, the Fund or Service
Provider, and shall be construed in accordance with the laws of New York.


 


K.                                    Severability


 


Every
provision in the Agreement is intended to be severable, and if any term or
provision hereof is held to be illegal or invalid for any reason whatsoever,
such illegality or invalidity shall not effect the validity of the remainder
hereof.


 


L                                         Counterparts Permitted


 


The Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original and all of which taken together
shall constitute one and the same Agreement.


 


M.                                 Dealer Agreement Waiver


 


By signing this Agreement, the Fund verifies that Fund
does not require an executed Dealer Agreement from Service Provider in
connection with the services to be provided hereunder.


 


N.                                    Product/Operational
Attributes


 


Service
Provider, Millburn and Fund acknowledge the following attributes related to the
structure of the Fund:


 


(a)          The Fund will require a completed application or subsequent investment
form as authorization for all purchases, both new and additional, of the
Fund.  No trade will be placed in the
Fund without a completed account application being on file.


 


(b)         The Fund is available for subscriptions each calendar month.  The Fund shall provide, or shall cause a duly
authorized Selling Agent to provide, the subscription documents to each
underlying investor.  Fund will provide
details in advance of any actual subscription if elected by any Service
Provider participant.  The Fund
acknowledges all proceeds for Service Provider accounts related to the
subscription, including “hold back” payments, if applicable, will be paid in
accordance with wire instructions provided by Service Provider.  Upon receipt of the trade confirmation and
proceeds, Service Provider will process the requested subscription.


 


8

















 


(c)          The Fund will provide to Service Provider the estimated Net Asset Value (“NAV”)
on a [daily/weekly] basis and actual NAV on a monthly basis.  Service Provider will update its pricing
systems at least one time each month.


 


(d)         The Fund will provide Service Provider with a monthly reconciliation file
that will include statement date, Service Provider Tax ID, Fund description,
Fund CUSIP, Service Provider Interest or Unit Holder account number, Interest
or Unit Holder name, Fund units, account ownership type, Interest or Unit
Holder Social Security Number, and statement date’s NAV.


 


(e)          The Fund will provide Service Provider with a monthly trade and transfer
settlement activity file that will include Service Provider Tax ID, Fund
description, Fund CUSIP, Service Provider Interest or Unit Holder account
number, Interest or Unit Holder name, Interest or Unit Holder Social Security
Number, settlement date, Fund units, investment amount, purchase/redemption
NAV, and transaction type.


 


(f)            The Fund will provide Service Provider with a distribution file,
commensurate with any dividend or capital gain payments made by the Fund, that
will include Service Provider Tax ID, Interest or Unit Holder Social Security
Number, Interest or Unit Holder name, distribution amount, reinvested units,
Service Provider Interest or Unit Holder account number, reinvestment price,
Fund CUSIP, and Federal Funds wire reference number.  The Fund/Agent acknowledges all proceeds for
Service Provider accounts related to distributions, will be paid in accordance
with wire instructions provided by Service Provider


 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written below.


 


 


	
  Global
  Macro Trust.

  	
  [Service Provider]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Millburn
  Ridgefield Corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  
						



 


9
















 


EXHIBIT A


FEE SCHEDULE


 


	
  1.

  	
  Start Up Fee:

  	
  $ [         ]

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  CUSlP Addition Fee:

  	
  $ [         ]
  (per CUSIP not already available on Service
  Provider’s computer system as of the execution date of this Services
  Agreement)

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Servicing Asset Based Fee:

  
					



 


(a) For the services
provided by Service Provider hereunder, Millburn shall pay to Service Provider
a fee with respect to each Fund, calculated at least monthly and paid monthly
in arrears, equal to [0.    ] percent per annum of the
market value of the total number of Interests or Units of such Fund held in
accounts at Service Provider (determined by multiplying the number of such
Interests or Units times the month-end publicly reported net asset value of
each share), excluding the value of (i) Interests or Units held in a
brokerage account prior to the effective date of the Agreement as to the Fund
issuing such Interests or Units (“Pre-Participating Assets”), and (ii) Interests
or Units first placed or purchased in a brokerage account after the termination
of the Agreement as to the Fund issuing such Interests or Units. The total
number of Interests or Units of all Funds with respect to which a fee will be
due to Service Provider hereunder shall be referred to in this Exhibit A as “Participating
Assets”.


 


(b) After each
month-end, Service Provider shall send to Millburn a statement of the month end
Net Assets of Interests or Units of the Fund for
which the fee is calculated for the preceding month, together with a statement
of the amount of such fee.  In the
calculation of such fee, Service Provider’s records shall govern unless
Millburn can demonstrate that the number of Interests or Units or Fund price(s) used
in such calculation is inaccurate.


 


(c) Millburn shall pay
to Service Provider such fee within 30 days after the
end of the calendar month, provided Millburn’s receipt of such statement.  Such payment shall be by wire transfer or
other form acceptable to Service Provider and shall be separate from payments
related to redemption proceeds and distributions.


 


	
  4.

  	
  Maintenance Fees:

  



 


Each Fund will be subject to
a per Fund annual fee based on December brokerage month-end assets in
accordance with the following schedule:


 


	
  Fund Assets

  	
   

  	
  Annual
  Fee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  less than $2.5 million

  	
   

  	
  $

  	
  [       ]

  	
   

  
	
  $2.5 million -
  $5.0 million

  	
   

  	
  $

  	
  [       ]

  	
   

  
	
  greater than $5.0 million

  	
   

  	
  -0-

  	
   

  



 


The annual Maintenance Fee
shall be waived if such Fund has been included on Exhibit B and subject to
the terms of this Agreement for less than 12 months prior to
the fee calculation date. Service Provider will not charge Fund
an annual Maintenance Fee if the average assets per Fund exceeds $5 million (as
measured by dividing the total market value of all Fund Interests or Units
subject to this Agreement as of December month-end
by the total number of Funds subject to this Agreement).


 


Upon 30 days’ prior written
notice to Millburn, Service Provider may change, amend or waive any fee or the method of
payment thereof under this Agreement. 
Service Provider may issue to


 


10

















 


Millburn and the Fund a new or replacement
Agreement or Exhibit A.  Such
change, amendment or waiver shall be effective on the date stated in such notice.
The acceptance by Millburn on behalf of the Fund of any order after the date
stated in such notice shall represent Millburn’s agreement to pay such fees to
Service Provider.


 


11

















 


EXHIBIT  B


 


I.       FUNDS
PARTICIPATING IN NO TRANSACTION FEE FUND PROGRAM


(Fees as set forth in Exhibit A)


 


	
  Fund Name

  	
   

  	
  CUSIP

  	
   

  	
  Trading Symbol

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  Global Macro Trust

  	
   

  	
  37943M 10 3

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
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12

















 


EXHIBIT C
 


[Date]


 


 


Re: Custody of Uncertificated Units of Beneficial
Interest; SEC Rule 15c3-3


 


Dear Sirs


 


                        
(“Service Provider”), a registered broker-dealer under the Securities and
Exchange Act of 1934 (“the Act”), has been asked to establish special custody
accounts for the benefit of our customers (“account(s)”) in Global Macro Trust
(“Fund”).  Pursuant to an interpretation of subparagraph
(c)(1) of Rule 15c3-3 (17 CFR 240.15c3-3), we are required to obtain the
following affirmations from the Fund to demonstrate possession and control of
said interests.


 


Accordingly,
Service Provider requests that you confirm the following:


 


a)     Each such account contains only customer’s
securities and is carried free of any right, charge, lien or claim of any kind
in favor of the Fund or any person claiming through the Fund; and


b)    Each such account will be registered as “Special
Custody Account for the Exclusive Benefit of Customers of
                            ”;


c)     The Interests in the Fund are registered with the
Securities and Exchange Commission pursuant to the Securities Act of 1933; and


d)    The Fund shall inform Service Provider if the Fund
experiences substantial problems of an operational nature which may endanger the
interests of Service Provider customer(s).


 


Please
confirm the preceding provisions by signing as indicated below and returning
this original to my attention at the Service Provider address listed
above.  .


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CONFIRMED
  BY:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  



 


13