CONFIDENTIAL
TREATMENT REQUESTED. Confidential portions of this
document have been redacted and have been separately filed with the
Commission.
EXHIBIT 10.03
ADVISORY AGREEMENT
THIS AGREEMENT, made as of July 1, 2009 ,
among RJO Global Trust, a Delaware statutory business trust (the
“Fund”), R.J. O’Brien Fund Management, LLC, a
Delaware limited liability company (the “Managing
Owner”), and Haar Capital Management LLC, a Delaware limited
liability company (the “Trading Advisor”).
W I T N E S S E T
H :
WHEREAS , the Fund has been organized as a Delaware
statutory business trust pursuant to its organizational
documents to, among other things, directly or indirectly through
one or more commodity trading advisor, trade, buy, sell, spread, or
otherwise acquire, hold, or dispose of commodities (including, but
not limited to, foreign currencies, mortgage-backed securities,
money market instruments, financial instruments, and any other
securities or items which are now, or may hereafter be, the subject
of futures contract trading), domestic and foreign commodity
futures contracts, forward contracts, foreign exchange commitments,
options on physical commodities and on futures contracts, spot
(cash) commodities and currencies, exchange of futures contracts
for physicals transactions, exchange of physicals for futures
contracts transactions, and any rights pertaining thereto, whether
traded on an organized exchange or otherwise (hereinafter referred
to collectively as “futures interests;” provided
, however , such definition shall exclude securities futures
products as defined by the Commodity Futures Trading Commission
(“CFTC”), options in securities futures and options in
equities) and securities (such as United States Treasury
securities) approved by the CFTC for investment of customer funds
and other securities on a limited basis, and to engage in all
activities incident thereto;
WHEREAS , the Fund is a commodity pool operated by the
Managing Owner; and the Fund’s units are being offered
pursuant to a registration statement on Form S-1 (No. 333-146177)
as from time to time amended filed under the Securities Act of
1933, as amended;
WHEREAS , the principals of the Trading Advisor have
extensive experience trading in futures interests and the Trading
Advisor is willing to provide the services and undertake the
obligations as set forth herein;
WHEREAS , the Fund and the Managing Owner each desires
the Trading Advisor to act as a trading advisor for the Fund and to
make investment decisions with respect to futures interests for the
Fund and the Trading Advisor desires so to act; and
WHEREAS , the Fund, the Managing Owner and the Trading
Advisor wish to enter into this Agreement which, among other
things, sets forth certain terms and conditions upon which the
Trading Advisor will conduct the futures interest trading with
respect to a portion of the Fund’s assets, as described
herein.
NOW, THEREFORE , the parties hereto hereby agree as
follows:
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Undertakings
in Connection with the Continuing Offering of Units
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(a) The Trading
Advisor agrees with respect to the continuing offering of interests
(“Units”) in the Fund: (i) to make all disclosures
regarding itself, its principals and affiliates, its trading
performance, its trading systems, methods and strategies (subject
to the need, in the reasonable discretion of the Trading Advisor,
to preserve the secrecy of Proprietary Information (as defined in
Section 1(c) hereof) concerning such systems, methods and
strategies), any client accounts over which it has discretionary
trading authority (other than the names of or identifying
information with respect to any such clients), and otherwise, as
the Fund may reasonably require (x) in connection with Fund’s
offering materials (the “Prospectus”) as required by
Rule 4.21 of the regulations under the Commodity Exchange Act (the
“CEAct”), and the rules and regulations of the
Securities and Exchange Commission (the “SEC”)
including in connection with any amendments or supplements thereto,
or (y) to comply with any other applicable law or rule or
regulation, including those of the CFTC, the National Futures
Association (the “NFA”), the SEC, or any other
regulatory or self-regulatory body, exchange, or board with
jurisdiction over its members (or to comply with the reasonable
request of the aforementioned organizations); and (ii) to otherwise
cooperate with the Fund and the Managing Owner by providing
information regarding the Trading Advisor in connection with the
preparation of the Prospectus, including any amendments or
supplements thereto, as part of making application for registration
of the Units under the securities or blue sky laws of any
jurisdictions, including foreign jurisdictions, as the Fund may
deem appropriate; provided that all such disclosures are subject to
the need, in the reasonable discretion of the Trading Advisor, to
preserve the secrecy of Proprietary Information concerning its
clients, systems methods and strategies. As used herein, unless
otherwise provided, the term “principal” shall have the
meaning as defined in Rule 4.10(e) of the CFTC’s regulations
and the term “affiliate” shall mean an individual or
entity that directly or indirectly controls, is controlled by, or
is under common control with, such party. The Managing
Owner may, in its sole discretion and at any time, withdraw the SEC
registration of the Units or discontinue the offering of
Units.
(b) If the Trading
Advisor becomes aware of any materially untrue or misleading
statement or omission regarding itself or any of its principals or
affiliates in the Disclosure Document (as defined in Section 19
hereof), or of the occurrence of any event or change in
circumstances which would result in there being any materially
untrue or misleading statement or omission in the Disclosure
Document regarding itself or any of its principals or affiliates,
the Trading Advisor shall promptly notify the Managing Owner and
shall cooperate with the Managing Owner in the preparation of any
necessary amendments or supplements to the Prospectus. Neither the
Trading Advisor nor any of its principals, or affiliates, or any
stockholders, officers, directors, or employees shall distribute
the Prospectus or selling literature or shall engage in any selling
activities whatsoever in connection with the continuing offering of
Units except as may be specifically approved by the Managing Owner
and agreed to by the Trading Advisor.
(c) For purposes of
this Agreement, and notwithstanding any of the provisions hereof,
all non-public information relating to the Trading Advisor
including, but not limited to, records, whether original,
duplicated, computerized, handwritten, or in any other form, and
information contained therein, business and/or marketing and/or
sales plans and proposals, names of past and current clients, names
of past, current and prospective contacts, trading
methodologies,
systems, strategies and programs, trading advice, trading
instructions, results of proprietary accounts, training materials,
research data bases, portfolios, and computer software, and all
written and oral information, furnished by the Trading Advisor to
the Fund and the Managing Owner and/or their officers, directors,
employees, agents (including, but not limited to, attorneys,
accountants, consultants, and financial advisors) or controlling
persons (each a “Recipient”), regardless of the manner
in which it is furnished, together with any analysis, compilations,
studies or other documents or records which are prepared by a
Recipient of such information and which contain or are generated
from such information, regardless of whether explicitly identified
as confidential, with the exception of information which (i) is or
becomes generally available to the public other than as a result of
acts by the Recipient in violation of this Agreement, (ii) is in
the possession of the Recipient prior to its disclosure pursuant to
the terms hereof, (iii) is or becomes available to the Recipient
from a source that is not bound by a confidentiality agreement with
regard to such information or by any other legal obligation of
confidentiality prohibiting such disclosure, or (iv) that is
independently developed by the Recipient without use of the
confidential information described in this Section 1(c), are and
shall be confidential information and/or trade secrets and the
exclusive property of the Trading Advisor (“Confidential
Information” and/or “Proprietary
Information”).
(d) The Fund and the
Managing Owner each warrants and agrees that they and their
respective officers, directors, members, equity holders, employees
and agents (including for purposes of this Agreement, but not
limited to, attorneys, accountants, consultants, and financial
advisors) will protect and preserve the Confidential Information
and will disclose Confidential Information or otherwise make
Confidential Information available only to the Fund’s or the
Managing Owner’s officers, directors, members, equity
holders, employees and agents (including for purposes of this
Agreement, but not limited to, attorneys, accountants, consultants,
and financial advisors), who need to know the Confidential
Information (or any part of it) for the purpose of satisfying their
fiduciary, legal, reporting, filing or other obligations hereunder
or to monitor performance in the account during the term of this
Agreement or thereafter, or to the Fund, Managing Owner or a
Recipient, as the case may be, is required to disclose such
Confidential Information due to a fiduciary obligation or legal or
regulatory request. Additionally, the Fund and the Managing Owner
each warrants and agrees that it and any Recipient will use the
Confidential Information solely for the purpose of satisfying the
Fund’s or the Managing Owner’s obligations under this
Agreement and not in a manner which violates the terms of this
Agreement.
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Duties of
the Trading Advisor.
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(a) Upon the
commencement of trading operations on or about July 1, 2009 by the
Trading Advisor with respect to a portion of the assets of the
Fund, the Trading Advisor hereby agrees to act as a Trading Advisor
for the Fund and, as such, shall have authority and responsibility
for directing the investment and reinvestment of that portion of
the Fund’s assets allocated to the Trading Advisor, which
shall consist of the Allocated Net Assets (as defined in Section
5(c) hereof) plus “notional” funds, if any, allocated
to the Trading Advisor, as specified in writing by the Managing
Owner and consented to by the Trading Advisor (the
“Assets”), on the terms and conditions and in
accordance with the prohibitions and the trading policies set forth
in Exhibit A to this Agreement as amended from time to time and
provided in writing to the Trading Advisor by the Managing Owner
(the “Trading Policies”); provided ,
however , that the
Managing Owner
may override the instructions of the Trading Advisor without notice
to the Trading Advisor to the extent necessary (i) to comply with
the Trading Policies and with applicable speculative position
limits, (ii) to fund any distributions or redemptions, (iii) to pay
the Fund’s expenses, (iv) to the extent the Managing Owner
believes doing so is necessary for the protection of the Fund, (v)
to terminate the futures interest trading of the Account (as
defined in Section 4) with the Trading Advisor, or (vi) to comply
with any applicable law or regulation. The Managing Owner agrees
not to override any such instructions for the reasons specified in
clauses (ii) or (iii) of the preceding sentence unless the Trading
Advisor fails to comply with a request of the Managing Owner to
make the necessary amount of funds available to the Fund within two
trading days of such request. The Trading Advisor shall
not be liable for the consequences of any decision by the Managing
Owner to override instructions of the Trading Advisor, except to
the extent that such consequences result from a material breach of
this Agreement by the Trading Advisor or the Trading Advisor fails
to comply with the Managing Owner’s decision to override an
instruction. Notwithstanding anything to the contrary
contained in this Agreement, the Fund shall have the right to
instruct the Trading Advisor to liquidate any or all positions at
any time.
(b) The Trading
Advisor shall:
(i) Exercise good
faith and due care in trading futures interests for the account of
the Fund in accordance with the prohibitions and Trading Policies,
and the trading systems, methods, and strategies of the Trading
Advisor described in the Disclosure Document, with such changes and
additions to such trading systems, methods or strategies as the
Trading Advisor, from time to time, incorporates into its trading
approach for accounts the size of the Fund.
(ii) Provide the
Managing Owner, within 45 days of the end of a calendar quarter,
and within 45 days of a separate request which the Managing Owner
may make from time to time, with information comparing the
performance of the Fund’s account and the performance of all
other client accounts (“Other Accounts”) directed by
the Trading Advisor using the trading systems used by the Trading
Advisor on behalf of the Fund over a specified period of time for
the purpose of confirming that the Fund has been treated equitably
compared to such Other Accounts. In providing such
information, the Trading Advisor may take such steps as are
necessary to assure the confidentiality of the Trading
Advisor’s clients’ identities. The Trading Advisor
shall, upon the Managing Owner’s request, consult with the
Managing Owner concerning any discrepancies between the performance
of such Other Accounts and the Fund’s account. The Trading
Advisor shall promptly inform the Managing Owner in writing of any
material discrepancies of which the Trading Advisor is aware. The
Managing Owner acknowledges that the following differences in
accounts may cause divergent trading results: different
trading strategies, methods or degrees of leverage, different
trading policies, accounts experiencing differing inflows or
outflows of equity, different risk profiles, accounts which
commence trading at different times and accounts which have
different portfolios or different fiscal years.
(iii) Inform the
Managing Owner when the Trading Advisor’s open positions
maintained by the Trading Advisor exceed the Trading
Advisor’s applicable speculative position limits.
(iv) Upon request of
the Managing Owner, promptly provide the Managing Owner with all
information concerning the Trading Advisor and its activities
reasonably requested by the Managing Owner (including, without
limitation, information relating to changes in control, key
personnel, trading approach, or financial
condition). Additionally, the Trading Advisor agrees to
furnish R.J. O’Brien & Associates, LLC
(“RJOB”) by telephone, facsimile or electronic data
transmission (i) a final report of all trades at the end
of each business day and (ii) a report of any trade made involving
a position with a required initial margin equal to 10% or more of
the Assets within 30 minutes of the Trading Advisor’s receipt
of confirmation, verbal or otherwise, from the executing broker
that such a trade has been executed. The Trading Advisor
further acknowledges and agrees that the timely provision of all
such information is of the essence in order to enable the Fund, its
designated entities, and RJOB to monitor and comply with mandatory
risk control algorithms imposed upon the operation of the
Fund.
(c) All purchases and
sales of futures interests pursuant to this Agreement shall be for
the account, and at the risk, of the Fund and not for the account,
or at the risk of the Trading Advisor or any of its affiliates or
each of their principals, stockholders, directors, officers, or
employees, or any other person, if any, who controls the Trading
Advisor. All brokerage commissions and related transaction fees
arising from such trading by the Trading Advisor shall be for the
account of the Fund.
(d) Subject to Section
8(a) hereof, *
. The Trading Advisor
shall have an affirmative obligation to promptly notify the
Managing Owner upon discovery of its own errors with respect to the
account, and the Trading Advisor shall use its best efforts to
identify and promptly notify the Managing Owner of any order or
trade which the Trading Advisor reasonably believes was not
executed in accordance with its instructions to any Commodity
Broker or such other commodity broker utilized to execute orders
for the Fund.
(e) Prior to the
commencement of trading by the Fund, the Managing Owner, on behalf
of the Fund, shall deliver to the Trading Advisor a trading
authorization appointing the Trading Advisor the Fund’s
attorney-in-fact for such purpose (a form of which is attached
hereto as Exhibit B).
(f) In performing
services to the Fund, the Trading Advisor shall utilize its
Discretionary Commodity Trading Program (the “Trading
Program”), as described in the Disclosure Document, and as
modified from time to time. The Trading Advisor shall give the
Managing Owner prior written notice of any change in the Trading
Program that the Trading Advisor considers to be material (and
shall not effect such change on behalf of the Fund without the
Managing Owner’s consent), including any additional futures
interests to be traded by the Trading Advisor not already listed on
Exhibit C. Changes in the futures interests traded,
provided that such futures interests are listed on Exhibit C, shall
not be deemed a modification of the Trading Program.
* Confidential material redacted and filed
separately with the Commission.
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Trading
Advisor as an Independent Contractor.
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For all purposes of this Agreement, the Trading
Advisor shall be deemed to be an independent contractor and shall,
unless otherwise expressly provided herein or authorized, have no
authority to act for or represent the Fund in any way or otherwise
be deemed an agent of the Fund. Nothing contained herein
shall be deemed to require the Fund to take any action contrary to
its governing documents as from time to time in effect, or any
applicable law or rule or regulation of any regulatory or
self-regulatory body, exchange, or board. Nothing herein contained
shall constitute the Trading Advisor or the Managing Owner as
members of any partnership, joint venture, association, syndicate
or other entity, or be deemed to confer on any of them any express,
implied, or apparent authority to incur any obligation or liability
on behalf of any other. It is expressly agreed that the Trading
Advisor is neither a promoter, sponsor, or issuer with respect to
the Fund, nor does the Trading Advisor have any authority or
responsibility with respect to the offer, sale or issuance of
Units.
The Trading Advisor shall effect all
transactions in futures interests for the Fund through the
Fund’s separate account of the Fund to be traded exclusively
by the Trading Advisor (the “Account”) maintained with
RJOB or such commodity broker or brokers as the Managing Owner
shall direct and appoint from time to time (the “Commodity
Brokers”).
Notwithstanding the foregoing, the Trading
Advisor may execute trades through floor brokers other than those
employed by RJOB and its affiliates so long as arrangements
(including executed give-up agreements) are made for such floor
brokers to “give-up” or transfer the positions to RJOB
in conformity with the Trading Policies set forth in Exhibit A
attached hereto.
(a) For the services
to be rendered to the Fund by the Trading Advisor under this
Agreement:
(i) The Fund shall pay
the Trading Advisor a monthly management fee equal to 1/12
of * % (a * % annual
rate) of the Assets allocated to it (as defined in Section 2(a)
hereof) as of the last day of each month (the “Management
Fee”). The Management Fee is payable in arrears
within 20 Business Days of the end of the month for
which it was calculated. For purposes of this Agreement,
“Business Day” shall mean any day which the securities
markets are open in the United States.
(ii) The Fund shall pay
the Trading Advisor an incentive fee equal to 20 . 0% of the
New Trading Profit (as defined in Section 5(d) hereof) that shall
accrue monthly but is not payable until the end of each calendar
quarter (the “Incentive Fee”). The initial
incentive period will commence on the date the Trading Advisor
commences trading the Account and shall end on the last day of the
calendar quarter after such date. The Incentive Fee is
payable within 20 Business Days of the end of the calendar quarter
for which it was calculated.
* Confidential material redacted and filed
separately with the Commission.
(b) If this Agreement
is terminated on a date other than the last day of a calendar
quarter, the Incentive Fee shall be determined as if such date were
the end of a calendar quarter. If this Agreement is terminated on a
date other than the end of a month, the Management Fee described
above shall be determined as if such date were the end of a month,
but such fee shall be prorated based on the ratio of the number of
trading days in the month through the date of termination to the
total number of trading days in the month. If, during any month
after the Trading Advisor commences trading operations on behalf of
the Account (including the month in which the Trading Advisor
commences such operations), the Fund does not conduct business
operations, or suspends trading for the Account, or, as a result of
an act or material failure to act by the Trading Advisor, is
otherwise unable to utilize the trading advice of the Trading
Advisor on any of the trading days of that month for any reason,
the Management Fee shall be prorated based on the ratio of the
number of trading days in the month which the Account engaged in
trading operations or utilizes the trading advice of the Trading
Advisor to the total number of trading days in the month. The
Management Fee payable to the Trading Advisor for the month in
which the Fund begins to receive trading advice from the Trading
Advisor pursuant to this Agreement shall be prorated based on the
ratio of the number of trading days in the month from the day the
Fund begins to receive such trading advice to the total number of
trading days in the month. In the event that there is an increase
or decrease in the Assets as of any day other than the first day of
a month, the Trading Advisor shall be paid a pro rata Management
Fee on such increase or decrease in the Assets for such
month.
(c) The term
“Allocated Net Assets” shall mean the total assets of
the Fund allocated to the Account (including, but not limited to,
all cash and cash equivalents, accrued interest and amortization of
original issue discount, and the market value (marked-to-market) of
all open futures interest positions and other assets of the
Account) less all liabilities of the Fund determined in accordance
with generally accepted accounting principles consistently applied
under the accrual basis of accounting. Unless generally accepted
accounting principles require otherwise, the market value of a
futures or option contract traded on a United States exchange shall
mean the settlement price on the exchange on which the particular
futures or option contract shall be traded by the Trading Advisor
on behalf of the Account with respect to which the Net Assets are
being determined; provided , however , that if a
contract could not be liquidated on such day due to the operation
of daily limits or other rules of the exchange on which that
contract shall be traded or otherwise, the settlement price on the
first subsequent day on which the contract could
be liquidated shall be the market value of such contract
for such day, or if a contract could not be liquidated on such day
due to the exchange being closed for an exchange holiday, the
settlement price on the most recent preceding day on which the
contract could have been liquidated shall be the market value of
such contract for such day. The market value of a
forward contract or a futures or option contract traded on a
foreign exchange or market shall mean its market value as
determined by the Managing Owner on a basis consistently applied
for each different variety of contract.
(d) The term
“New Trading Profit” shall mean net futures interest
trading profits (realized and unrealized) on the Assets, decreased
proportionally by the Trading Advisor’s monthly Management
Fees and brokerage commissions and NFA fees applicable to the
Account. Interest income is not included in New Trading
Profit. Extraordinary expenses do not reduce New Trading
Profit. Extraordinary expenses do not reduce New Trading
Profit. Such trading profits and items of decrease shall be
determined from the end of the last calendar quarter in respect of
which an Incentive Fee was earned by the Trading Advisor or, if no
Incentive Fee has been earned previously by the Trading Advisor,
from the date that the Trading Advisor commenced managing the
Assets, to the end of the calendar quarter as of which such
Incentive Fee calculation is being made. New Trading Profit shall
be calculated before reduction for Incentive Fees paid or accrued
so that the Trading Advisor does not have to earn back Incentive
Fees.
(e) If any payment of
Incentive Fees is made to the Trading Advisor on account of New
Trading Profit earned by the Trading Advisor and the Trading
Advisor thereafter fails to earn New Trading Profit or experiences
losses for any subsequent incentive period, the Trading Advisor
shall be entitled to retain such amounts of Incentive Fees
previously paid to the Trading Advisor in respect of such New
Trading Profit. No Incentive Fees shall be payable to the Trading
Advisor until the Trading Advisor has earned New Trading Profit;
provided , however , that if the Assets are reduced
because of redemptions that occur at the end of, and/or subsequent
to, a calendar quarter in which the Trading Advisor
experiences a futures interest trading loss for the Fund, the
trading loss that must be recovered before the Trading Advisor will
be deemed to experience New Trading Profit in a subsequent
calendar quarter will be equal to the amount determined by (x)
dividing the Assets after such decrease by the Assets in
immediately before such decrease and (y) multiplying that fraction
by the amount of the unrecovered futures interest trading loss
prior to such decrease. In the event that the Trading Advisor
experiences a trading loss in more than one
calendar quarter without the Trading Company paying an
intervening Incentive Fee and Assets are reduced in more than one
such calendar quarter because of redemptions, then the trading
loss for each such calendar quarter shall be adjusted in accordance
with the formula described above and such reduced amount of futures
interest trading loss shall be carried forward and used to offset
subsequent futures interest trading profits. No Incentive Fees
shall be payable to the Trading Advisor until the Trading Advisor
has earned New Trading Profit.
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Designation
of Additional Trading Advisors and Reallocation of Net
Assets
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(a) If
the Managing Owner at any time deems it to be in the
best interests of the Fund,
the Managing Owner may designate one or more
additional trading advisors for the Fund
and may apportion to such additional
trading advisor(s) the management of such amounts of the
Fund’s assets as the Managing Owner shall
determine in its absolute discretion. The
designation of an additional trading advisor or advisors
and the apportionment of the Fund’s assets to such
trading advisor(s) pursuant
to this Section 6 shall neither
terminate this Agreement nor modify in any
regard the respective rights and obligations of the Fund, the
Managing Owner and the Trading Advisor
hereunder. In the event that assets are reallocated from
the Trading Advisor, the Trading Advisor
shall thereafter receive
management and incentive fees based, respectively,
on Assets, as reduced pursuant to this Section 6(a)
and the Trading Profits attributable to such
reduced Assets.
(b) The
Managing Owner may at any time and from time to time upon three
business days' prior notice reallocate Assets to any other trading
advisor or advisors of the Fund or allocate additional Assets upon
three business days' prior notice to the Trading Advisor from such
other trading advisor or advisors; provided that any such addition
to or withdrawal from Assets will only take place on the last day
of a month unless the Managing Owner determines that the best
interests of the Fund require otherwise. The Trading
Advisor shall have the right to refuse any additional allocations
to be made pursuant to this Section 6(b).
(c) The
Managing Owner shall not, without the consent of the Trading
Advisor, allocate to the Trading Advisor "notional" assets of the
Fund.
(a) This Agreement
shall continue in effect for a period of one year from the date the
Agreement was entered into unless otherwise terminated as set forth
in this Section 7. The Trading Advisor may terminate this Agreement
at the end of such one-year period by providing prior written
notice of termination to the Fund at least sixty days prior to the
expiration of such one-year period. If the Agreement is not
terminated upon the expiration of such one-year period, this
Agreement shall automatically renew for an additional one-year
period and shall continue to renew for additional one-year periods
until this Agreement is otherwise terminated, as provided for
herein. This Agreement shall automatically terminate if
the Fund is dissolved.
(b) The Fund and
Managing Owner each shall have the right to terminate this
Agreement in its discretion (i) at any month end upon five
days’ prior written notice to the Trading Advisor, or (ii) at
any time upon prior written notice to the Trading Advisor upon the
occurrence of any of the following events: (A) if any person
described as a “principal” of the Trading Advisor in
the Prospectus ceases for any reason to be an active
“principal” of the Trading Advisor; (B) if the Trading
Advisor becomes bankrupt or insolvent; (C) if the Trading Advisor
is unable to use its trading systems or methods as in effect on the
date hereof and as modified in the future for the benefit of the
Fund; (D) if the registration, as a commodity trading advisor, of
the Trading Advisor with the CFTC or its membership in the NFA is
revoked, suspended, terminated, or not renewed, or limited or
qualified in any respect; (E) except as provided in Section 12
hereof, if the Trading Advisor merges or consolidates with, or
sells or otherwise transfers its advisory business, or all or a
substantial portion of its assets, any portion of its futures
interest trading systems or methods, or its goodwill to, any
individual or entity; (F) if, at any time, the Trading Advisor
violates any Trading Policy or administrative policy, except with
the prior express written consent of the Managing Owner; or (G) if
the Trading Advisor fails in a material manner to perform any of
its obligations under this Agreement.
(c) The Trading
Advisor may terminate this Agreement at any time, upon thirty
days’ prior written notice to the Fund and Managing Owner, in
the event: (A) that the Managing Owner imposes additional trading
limitation(s) in the form of one or more Trading Policies or
administrative policies that the Trading Advisor does not consent
to, such consent not to be unreasonably withheld; (B) the Managing
Owner objects to the Trading Advisor implementing a proposed
material change to the Trading Program and the Trading Advisor
certifies to the Managing Owner in writing that it believes such
change is in the best interests of the Fund; (C) the
Manag
