SERVICES AND INDEMNIFICATION AGREEMENT

SERVICES AND INDEMNIFICATION AGREEMENT

THIS SERVICES AND INDEMNIFICATION AGREEMENT (this “ Agreement ”) is made and entered into as of the ______ day of                , 2007, by and among R.J. O’Brien Fund Management, LLC, a Delaware limited liability company (the “ Managing Owner ”), the managing owner of the JWH Global Trust (the “ Trust ”), and the Trust which was formed pursuant to the Business Trust Act of the State of Delaware (the “ Trust Act ”) on November 12, 1996, and John W. Henry & Company, Inc, a Florida corporation (“JWH”).

W I T N E S S E T H:

WHEREAS, the Trust was formed for the purpose of engaging in speculative trading of futures contracts on currencies, interest rates, energy, and agricultural products, metals and stock indices, options on such futures contracts, and spot and forward contracts on currencies and precious metals;

WHEREAS, the Trust offers, sells and issues units in the Trust (“ Units ”);

WHEREAS, the Managing Owner and the Trust have entered into a Lead Selling Agreement, dated July 18, 2007, with TJM Investments LLC, an Illinois limited liability company (“Selling Agent”), the Selling Agent having agreed to assist, as selling agent, in the wholesale offer and sale of the Units on a reasonable efforts basis, through additional selling agents without any firm underwriting commitment; and

WHEREAS, JWH is the commodity trading advisor for the Trust, having entered into a Trading Advisory Agreement with the Trust and the Managing Owner dated April 1997 (“Advisory Agreement”) , and has provided certain information about JWH that is disclosed in the Registration Statement, Prospectus and Promotional Materials (each as defined below) and approved by JWH, copies of which will be distributed to investors and potential investors in connection with the sale of Units;

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereto hereby agree as follows:

SECTION 1. Representations and Warranties of the Managing Owner and the Trust . Each of the Managing Owner and the Trust severally as applicable to itself (and, in the case of the Managing Owner, as applicable to the Trust) represent and warrant as of the date hereof to JWH as follows:

(a)         The Managing Owner has filed with the Securities and Exchange Commission (the “ SEC ”) under the Securities Act of 1933, as amended (the “ 1933 Act ”), and the rules and regulations promulgated by the SEC thereunder (the “ SEC Regulations ”), the following: on July 26, 2007, Post-Effective Amendment No. 3 to the October 6, 2004, registration statement on Form S-1, for the registration of an additional $500,000,000 in Units, filed with the SEC and declared effective by the SEC on November 1, 2004 (SEC File No. 333-119560), on Form S-1, which was declared effective by the SEC on _____________, 2007.

(b)         Copies of the preliminary prospectus contained in each of the Registration Statements filed with the SEC on behalf of the Trust and copies of the final prospectuses thereto have also been, or will be, filed with (i) the Commodity Futures Trading Commission (the “ CFTC ”) under the Commodity Exchange Act (the “ Commodity Act ”) and the rules and regulations promulgated thereunder by the CFTC (the “ CFTC Rules ”); and (ii) the National Futures Association (the “ NFA ”) in accordance with NFA Compliance Rule 2-13. Copies of each of the Registration Statements referred to in this Section 1(a) have also been filed with National Association of Securities Dealers, Inc. (the “ NASD ”) pursuant to its Conduct Rules.

(c)         The Registration Statement referred to in Section 1(a) and the prospectus included therein are hereinafter called the “ Registration Statement ” and the “ Prospectus ,” respectively, except that if the Trust files a post-effective amendment to the Registration Statement, then the term “Registration

Statement” shall, from and after the filing of each such amendment, refer to the applicable Registration Statement, as amended by such amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the SEC as part of the applicable Registration Statement; and if a prospectus as first issued in compliance with the SEC Regulations shall differ from the prospectus on file at the time the applicable Registration Statement or any amendment thereto shall have become effective, the term “Prospectus” shall refer to the prospectus most recently so issued from and after the date on which it shall have been issued, including any amendment or supplement thereto. The Trust shall not file any amendment to the Registration Statement or any amendment or supplement to the Prospectus unless JWH has received reasonable prior notice of and a copy of such amendments or supplements and has not reasonably objected thereto in writing.

(d)         The Trust will not utilize any promotional brochure or other marketing materials (collectively, “ Promotional Material ”), including “Tombstone Ads” or other communications qualifying under Rule 134 of the SEC Regulations, which mention or include reference to JWH which are reasonably objected to by JWH. No reference to JWH may be made in the Registration Statement, Prospectus or in any Promotional Material which has not been approved in writing by JWH, which approval JWH may withhold in its reasonable discretion.

(e)         The Certificate of Trust pursuant to which the Trust has been formed (the “ Certificate of Trust ”) and the Trust’s Declaration and Agreement of Trust (the “ Declaration and Agreement of Trust ”) each provides for the subscription for and sale of the Units; all action required to be taken by the Managing Owner and the Trust as a condition to the continued sale of the Units to qualified subscribers therefore has been or, prior to each sale of Units, will have been taken; and, upon payment of the consideration therefore specified in all accepted Subscription Agreements and Powers of Attorney, the Units will constitute valid beneficial interests in the Trust.

(f)          The Trust is a business trust duly organized pursuant to the Certificate of Trust, the Declaration and Agreement of Trust and the Trust Act and validly existing under the laws of the State of Delaware with full power and authority to engage in the trading of futures, options on futures, and spot/forward contracts, as described in the Prospectus; the Trust has filed a certificate of assumed name in the State of Illinois as provided by 805 I.L.C.S. 405/1.

(g)         The Managing Owner is duly organized and validly existing and in good standing as a corporation under the laws of the State of Illinois and in good standing as a foreign corporation in each other jurisdiction in which the nature or conduct of its businesses requires such qualification and the failure to so qualify would materially adversely affect the Trust’s or the Managing Owner’s ability to perform their obligations hereunder.

(h)         The Trust and the Managing Owner have proper power and authority under applicable law to perform their respective obligations under the Declaration and Agreement of Trust, the Escrow Agreement relating to the offering of the Units (the “ Escrow Agreement ”), and this Agreement, as described in the Registration Statement and Prospectus.

(i)          The Registration Statement and the Prospectus contain all statements and information required to be included therein by the Commodity Act and rules thereunder the rules and regulations thereunder. As of the most recent effective date, the Registration Statement and Prospectus complied in all material respects with the requirements of the 1933 Act, the Commodity Act, SEC Regulations and CFTC Rules . As of its most recent effective date, the Registration Statement and Prospectus did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. This representation and warranty shall not, however, apply to any statement or omission in the Registration Statement or Prospectus made in reliance upon and in conformity with information relating to JWH and furnished or approved in writing by JWH; or with respect to any information contained in the prior versions of the Registration Statements and Prospectuses.

(j)          With respect to the Managing Owner, KPMG LLP are the accountants who audited the financial statements filed with the SEC as part of the Registration Statement. They are the independent public accountants with respect to the Managing Owner as required by the 1933 Act and the SEC Regulations; and with respect to the Trust, CF & Co, LLP are the accountants who audited the financial statements filed with the SEC as part of the Registration Statement and are the independent public accountants with respect to the Trust as required by the 1933 Act and the SEC Regulations.

(k)         The financial statements filed as part of the Registration Statement and those included in the Prospectus present fairly the financial position of the Trust and of the Managing Owner as of the dates indicated; and said financial statements have been prepared in conformity with generally accepted accounting principles (as described therein), or, in the case of unaudited financial statements, in substantial conformity with generally accepted accounting principles, applied on a basis which is consistent in all material respects for each balance sheet date presented.

(l)          Since the date as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change not already known in the condition, financial or otherwise, of the Managing Owner or the Trust, whether or not arising in the ordinary course of business.

(m)        The Declaration and Agreement of Trust, the Escrow Agreement and this Agreement have each been duly and validly authorized, executed and delivered by each Managing Owner signatory thereto for itself and on behalf of the Trust, and each constitutes a legal, valid and binding agreement of the Trust and the Managing Owner signatory thereto enforceable in accordance with its terms.

(n)         The execution and delivery of the Declaration and Agreement of Trust, the Escrow Agreement, and this Agreement, the incurrence of the obligations set forth in each of such agreements and the consummation of the transactions contemplated therein and in the Prospectus do not and will not constitute a breach of, or default under, any instrument by which either the Managing Owner or the Trust, as the case may be, is bound or any order, rule or regulation applicable to the Managing Owner or the Trust of any court or any governmental body or administrative agency having jurisdiction over the Managing Owner or the Trust.

(o)         There is not pending or, to the Managing Owner’s knowledge, threatened, any action, suit or proceeding before or by any court or other governmental body to which the Managing Owner or the Trust is a party, or to which any of the assets of the Managing Owner or the Trust is subject, which is not referred to in the Prospectus or which is not otherwise known, and which might reasonably be expected to result in any material adverse change in the condition (financial or otherwise), of the Managing Owner or the Trust or is required to be disclosed in the Prospectus pursuant to applicable CFTC Rules. The Managing Owner has not received any notice of an investigation or warning letter from NFA or the CFTC regarding non-compliance by the Managing Owner with the Commodity Act or the regulations thereunder.

(p)         The Managing Owner has all federal and state governmental, regulatory and commodity exchange approvals and licenses, and has effected all filings and registrations with federal and state governmental agencies required to conduct its businesses and to act as described in the Registration Statement and Prospectus or required to perform its obligations as described under the Declaration and Agreement of Trust and this Agreement (including, without limitation, registration as a commodity pool operator under the Commodity Act and membership in NFA as a commodity pool operator), and the performance of such obligations will not contravene or result in a breach of any provision of its certificate of incorporation, by-laws or any agreement, order, law or regulation binding upon it. The principals of the Managing Owner identified in the Registration Statement are all of the principals of the Managing Owner, as “principals” is defined by CFTC Rules. Such principals are duly listed as such on the Managing Owner’s commodity pool operator Form 7-R registration.

(q)         The Trust does not require any federal or state governmental, regulatory or commodity exchange approvals or licenses, or need to effect any filings or registrations with any federal or state governmental agencies in order to conduc