TRADING ADVISORY AGREEMENT THIS TRADING ADVISORY AGREEMENT, made and effective the day of 2010 by and between: Paskewitz Asset Management, LLC 100 Plainfield Avenue, Suite 1 Edison, NJ 08817 (herein, PAM ) and (herein, the Client ) RECITALS A. PAM is registered as a commodity trading advisor ( CTA ) with the Commodity Futures Trading Commission ( CFTC ). B. The Client desires to engage PAM as a trading advisor and PAM is willing to provide trading advisory services upon the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties agree as follows: 1. The Account. A. Authorization. The Client authorizes PAM to buy, sell or otherwise trade in commodity futures contracts, forward contracts, and/or commodity options (herein, the Commodity Interests ) and to make or take delivery in fulfillment of same, out of the funds in an account managed by PAM (the Account ). Prior to the Client s acceptance of trading advice from PAM in accordance with this Agreement, the Client shall deliver to PAM a trading and giveup authorization in the form of Appendix A hereto appointing PAM as an agent of the Client as attorney-in-fact for such purpose. B. Establishment of Account. The Client and PAM will execute any documents as may be necessary to open and maintain the Account, including the opening of an account for the trading of Commodity Interests for the Client with clearing broker(s) selected by the Client and approved by PAM (herein, the Brokers ). The Brokers, as may be changed from time to time, provided that the terms of any related agreement must be acceptable to the Client and PAM. The Client shall instruct the Brokers to provide PAM with all copies of statements related to the Account, including account opening papers. C. Account Size. The aggregate amount of capital committed to the Account for trading (herein, Nominal Account Size ) will be initially as set forth in the Schedule I (the Account Guidelines ), attached hereto. The Account s Nominal Account Size shall include the amount of capital committed to the Account for trading and will include all cash and cash 1 of 10
equivalents, accrued interest, notional funds, if any, and the market value of all open positions less any costs or expenses that would be payable with respect to the closing of each open Commodity Interest position including, but not limited to, any brokerage commissions, exchange, NFA, give-up fees and storage, demurrage and insurance costs (herein, collectively Transaction Costs ). The market value of an open Commodity Interest position will be determined in accordance with Section 4C(ii) below. The Nominal Account Size will be the amount used to determine positions held by the Account. D. Withdrawals. The Client will give PAM at least fifteen (15) days prior notice of all withdrawals and additions to the Account, including any change in the Account s notional funds or Nominal Account Size, and will use its best efforts to make all such additions, withdrawals and/or changes as of the last day of a month. The Client will not make a partial withdrawal or change, if such a withdrawal or change reduces the Nominal Account Size to less than $1 million. 2. Services of PAM. A. Type of Program. PAM shall manage the Account in accordance with the investment strategy specified in the Account Guidelines attached hereto as Schedule I. C. Activities of Brokers. PAM has no responsibility for the activities of the Client s Brokers, including, without limitation, executions of the Commodity Interest transactions after orders are transmitted by PAM, payment of brokerage commissions, confirmations of transactions to the Client, transmittal of monthly account statements to the Client, margin requirements, or custody over the funds, Commodity Interests, or assets in the Account. 3. Communications with Brokers. The Client hereby authorizes PAM to communicate, as required, all orders for the Account to any Broker and they are hereby authorized to accept and execute all such orders. 4. Compensation. A. Payment of Management Fee. The Client will pay PAM management fees at the rates set forth in the Account Guidelines attached hereto as Schedule I at the end of each applicable month, or in the case of the first month of advisement of the Account prorated for the portion of the month invested. Subsequent mid-month additions/withdrawals will be added/subtracted on a time-weighted basis. Subject to Section 4E, the management fee will be paid monthly in arrears from the Account. If this Agreement is terminated on a date other than the end of a calendar 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 number of business days in the month through the date of termination bears to the total number of business days in the month. The management fee will be prorated in the same manner if PAM begins trading the Account on a day other than the first business day of the month. As used herein, (i) business day shall mean any day, other than a Saturday or Sunday, on which is not a federal holiday in the US and on which the New York Stock Exchange is not authorized or required to be closed B. Incentive Fee. The Client will pay PAM incentive fees based on new Net Profit (as defined below) attributable to the Account at the rates set forth in the Account Guidelines attached hereto as Schedule I. Except as provided in Section 4D below, the incentive fee shall accrue and be payable on a monthly basis and/or upon withdrawals from the Account less any 2 of 10
Management Fee amounts accrued or earned with respect to the Account. If this Agreement is terminated or a withdrawal is processed from the Account on any day that is not the end of a calendar month, the incentive fee shall be computed as if the effective date of termination or the date of withdrawal, as the case may be, were the last day of the then current calendar month. C. Net Profit or Loss. Net Profit, if positive, and Net Loss, if negative, means, with respect to each Program Account: (i) the net realized gain or loss from closed and completed Commodity Interest transactions in the incentive period (net of all actual and accrued transaction costs); (ii) plus or minus the increase or decrease in the market value of open Commodity Interest positions in the incentive period less the transaction costs associated with these open positions. The market value of an equity or commodity futures contract traded on a commodity futures exchange shall mean the settlement price on the exchange on which the particular security or contract is traded by PAM on the day with respect to which market value is being determined, provided, that if a contract could not be liquidated on such day due to the operation of daily limits or other rules of the exchange upon which that contract is 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 such other value as PAM may deem fair and reasonable in a manner that is intended to be consistent with applicable laws, regulation, and interpretations of industry best practice. In the event of spread positions that are not settled simultaneously, PAM will make an adjustment to keep the positions in parity; (iii) less the carryforward of cumulative Net Loss since the last preceding period for which an incentive fee was payable (herein, Net Loss Carryforward ). Any excess gain remaining after such deductions will be the Net Profit. Any amount of loss resulting after such deductions will be the Net Loss. In the event of Net Loss, PAM is entitled to retain any incentive fee previously paid. D. Reduction of Carryforward. If the Client has an outstanding Net Loss Carryforward with respect to the Account when it withdraws a portion of the capital in the Account, including a reduction in notional funds, the amount of the Net Loss Carryforward for incentive fee calculation purposes will be reduced in direct proportion to the amount of capital withdrawn. E. Payment of Fees. The Client agrees to execute a fee payment authorization in the form attached hereto as Appendix B instructing the Broker to pay to PAM the management and/or incentive fees due to PAM from the Account as invoiced to the Broker(s) indicating the fees calculated in accordance with this Agreement, subject to the procedures specified in such authorization. 5. Representations by PAM. PAM represents and warrants to the Client that: A. PAM is a corporation validly existing under the laws of Delaware. B. PAM is a CTA registered with the CFTC and a member of the National Futures Association ( NFA ) in such capacity. 3 of 10
C. There are no actions or proceedings by a governmental, regulatory or selfregulatory body pending or threatened against PAM. D. PAM has full authority and power to execute, deliver, consummate and perform this Agreement; the individual executing this Agreement has the requisite authority to bind PAM to this Agreement; this Agreement is valid, binding and enforceable against PAM (such enforceability being subject to creditors rights generally). E. The above representations and warranties are continuing in nature during the term of this Agreement, and if at any time any event occurs that makes any of the foregoing not true, PAM will promptly notify the Client. that: 6. Representations by the Client. The Client represents and warrants to PAM A. The Client is knowledgeable about the trading of Commodity Interests and understands that trading in such instruments is highly speculative and that the risk exists of substantial losses which could exceed the Nominal Account Size. B. The Client is a qualified eligible person as defined in CFTC Regulation 4.7. C. The Client has significant additional resources beyond the Nominal Account Size of the Account and any funds that may in the future be committed to the Account and all funds in the Account represent risk capital to the Client; D. There are no actions or proceedings by a governmental, regulatory or selfregulatory body pending or threatened against Client. E. The Client has full authority and power to execute, deliver, consummate and perform this Agreement for the Client; the individual executing this Agreement has the requisite authority to bind the Client to this Agreement; this Agreement is valid, binding and enforceable against the Client (such enforceability being subject to creditors rights generally). F. No party other than the Client has an interest in the Account; all the information relating to the Client given to PAM in connection with the opening of the Account is full, complete and accurate and PAM may rely on such information until it receives written notice from the Client of any changes; and G. The above representations and warranties are continuing in nature during the term of this Agreement, and if at any time any event occurs that makes any of the foregoing not true, the Client will promptly notify PAM. 7. Non-Exclusive Advice. PAM s services to the Client are not exclusive and PAM and its principals shall be free to render similar services to others, even if based upon the same or similar advice. 8. Parallelism. PAM will use its best efforts to trade client accounts that utilizes the same trading program as that of the Account, in a parallel manner so as to (i) allocate execution prices for any purchase or sale of all Commodity Interests between all accounts on a pro rata basis; and (ii) maintain the same position in all accounts for particular Commodity Interests. PAM may trade the Account and another account in a non-parallel manner if, among other 4 of 10
reasons (i) the owner of either account instructs PAM to trade different commodities for its account or use a different program or trading policy for the account other than the program or trading policy used for the Account; or (ii) PAM decides not to trade certain Commodity Interests for either account based on the amount of equity in a respective account. 9. Term and Termination. A. Term. This Agreement shall continue from the date of execution until it is terminated at the discretion of either party upon at least thirty (30) days prior written notice to the other party (herein, the effective termination date ). B. Acts Upon Termination. PAM will close out all open positions in the Account in an orderly manner after PAM s issuance or receipt of a notice of termination. The Client acknowledges that in certain circumstances PAM may not be able to close all positions by the effective termination date. 10. Speculative Position Limits. If PAM (either alone or aggregated with the positions of any other person if such aggregation shall be required by the Commodity Exchange Act, the CFTC or any other regulatory authority having jurisdiction) shall exceed applicable limits in any Commodity Interests traded for the Client, PAM shall immediately take such action as PAM may deem fair and equitable to comply with the limits. 11. Notices. Any communication, notice or demand pursuant to this Agreement shall be in writing and delivered by courier service, certified or overnight mail, or by facsimile with confirmation of receipt, and shall be effective upon actual receipt by the party to which such notice shall be directed, addressed as follows: If to PAM, at: Paskewitz Asset Management, LLC 100 Plainfield Avenue, Suite 1 Edison, NJ 08817 Attention: Bradford Paskewitz Facsimile: (732) 393-0041 If to the Client, at: Attention: Facsimile: 12. Confidentiality. PAM and the Client will each keep confidential the terms of this Agreement and each transaction hereunder, and all related agreements, business practices, financial data, procedures and policies hereunder or otherwise relating to either of them or their 5 of 10
affiliates that are not publicly available or otherwise known by the Client through independent sources (herein, Confidential Information ). The parties shall keep Confidential Information in strictest confidence except to the extent necessary for purposes of this Agreement to communicate it to PAM s officers, employees and counsel or to any Broker, or service provider for the Client or PAM, or any director, officer, employee or counsel of the Client or PAM, or except as required by applicable law or regulation. Notwithstanding the foregoing, PAM is authorized to provide a copy of this Agreement to a respective marketing agent, broker or consultant that introduced the Client and PAM or otherwise provide services to the Account. The obligations of the parties pursuant to this Section shall survive termination of this Agreement. 13. Indemnification and Liability. A. The Client will indemnify PAM, its principals and employees against any loss, liability, damage, cost or expense resulting from any claim, action or proceedings relating to the business or activities undertaken by them on behalf of the Client or actions taken or omitted to be taken by PAM, its principals or employees under this Agreement; provided that such conduct or actions of PAM, its principals or employees does not constitute gross negligence, willful misconduct or fraud. B. PAM will indemnify and hold harmless the Client and their representatives from and against any liabilities, claims, costs, fines, damages, expenses, losses arising out of or in connection with the conduct or actions of PAM, its principals or employees that constitutes gross negligence, willful misconduct or fraud. C. PAM will not be liable for any losses in the Account resulting from PAM s trading strategy or as a result of any act or omission in connection with the services performed by PAM under this Agreement in the absence of fraud, gross negligence or willful misconduct on the part of PAM, its principals or employees. D. No party hereto shall be liable to any other party for any special, indirect, incidental or consequential damages of any kind whatsoever. 14. Contract Terms To Be Exclusive. This Agreement contains the sole and entire agreement between the parties and supersedes any and all other agreements between the parties relating to the subject matter hereof. 15. Governing Law. This Agreement and performance hereunder and all suits and special proceedings hereunder shall be construed in accordance with the laws of the State of New Jersey. 16. Assignability. This Agreement shall be binding on and inure to the benefit of the respective parties hereto and their successors and assigns. No party shall assign the rights or delegate the duties pursuant to this Agreement without the prior written consent of the other party. 17. Waiver. The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either party. 18. Severability. If any provision of this Agreement or its application to any party or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this 6 of 10
Agreement and its application shall not be affected and shall be enforceable to the fullest extent permitted by law. 19. Headings. Headings in this Agreement are for the convenience of the parties only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. 20. CFTC Disclosure. The following disclosure is provided in CFTC Regulation 4.7(b)(2)(i)(A): 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 A COMMODITY TRADING ADVISOR S DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT. IN WITNESS WHEREOF, the parties have set their hands and seals on the day first written above. PASKEWITZ ASSET MANAGEMENT, LLC By: Bradford Paskewitz, Principal Dated:, 2010 By: Print Name & Title Dated:, 2010 7 of 10
A. Investment Strategy SCHEDULE I ACCOUNT GUIDELINES PAM shall use its S & P Contrarian 3x Strategy trading program as described below in conducting trading activities for the Account. In implementing this strategy for a Client Account, PAM invests exclusively in S&P 500 e-mini futures with the objective of achieving consistent capital growth, which is uncorrelated or negatively correlated with the CTA Index, the S&P 500 index, the U.S. Government Bond index, as well as all other major hedge fund indices. The goal is to achieve consistent absolute returns in all likely future market scenarios, and provide added-value as a diversification to portfolios that have other assets. The fully-systematic contrarian program employs multiple models to forecast short and intermediate term tops and bottoms in the S&P 500 index, and then simultaneously generate trades, buying identified bottoms, and selling identified tops. The trading portfolio represents the net outcomes of the predictive sub-models. For example, if 2 of the sub-models wanted to buy, and 1 wanted to short, then the portfolio trade would be to buy 1 unit, since the other buy and simultaneous short signals would be cancelled out. Risk control is both pro-active and reactive. Pro-active risk controls include limits on leverage and scaling of positions appropriate to investor volatility and return objectives. Typical exposure is approximately 1/3 of maximum exposure, and at times, the strategy can be completely out of the market. Pro-active risk control is further provided by strategy diversification. Reactive risk controls include a stop loss on positions to assure that catastrophic losses are limited. The worst case scenario for this strategy is that an adverse large price gap occurs subsequent to the portfolio putting on a maximum exposure position. This trading program targets net performance of 25% annually with volatility of 15-20%. It has an average holding period of about 6 trading days. It has extremely high liquidity due to the high daily trading volume of the S&P 500 futures, and has estimated capacity of $1 billion. B. Nominal Account Size The minimum amount of capital committed to the Account for trading (the Nominal Account Size ) will initially be $, in the aggregate, comprised of actual funds of $ and notional funds of $. The Nominal Account Size will be adjusted as a result of trading performance. C. Fees The fees payable to PAM shall be calculated in accordance with Section 4 of the Agreement at the following rates: Management Fee: Incentive Fee: 2% per annum, payable on monthly basis. 20% of new Net Profits attributable to the Account on a monthly basis. 8 of 10
APPENDIX A TRADING AND GIVE-UP AUTHORITY Paskewitz Asset Management, LLC 100 Plainfield Avenue, Suite 1 Edison, NJ 08817 Dear Sir or Madam: The undersigned ( Client ) does hereby make, constitute and appoint you as its attorney-in-fact to buy and sell Commodity Interests in accordance with the Trading Advisory Agreement between Client and Paskewitz Asset Management, LLC ( PAM ) dated as of, 2010. By executing below, Client further authorizes PAM to execute orders on behalf of Client s Account on a give-up basis and issues PAM the authority to designate the broker(s) who will act as executing broker(s) (the Executing Broker ) for trades entered on behalf of Client s Account. The Executing Broker will "give up" the orders to the clearing broker for the Account (the "Clearing Broker") for and at the risk of Client s Account. The Clearing Broker will act as the carrying broker and will carry these positions. Client understands that the Executing Broker will charge fees for the give-up orders to the Clearing FCM. Client agrees to reimburse the Clearing Broker from assets in the Account held at the Clearing Broker. Client authorizes Advisor to enter into all arrangements on behalf of Client that are necessary and appropriate (in PAM s sole discretion) to set up and maintain give-up arrangements on Client s behalf. Client authorizes PAM to negotiate any such give-up arrangement for a fee of up to $.75 per half-turn. Very truly yours, By: Print Name & Title Dated:, 2010 APP A-1
, 2010 APPENDIX B FEE PAYMENT AUTHORIZATION To: Subject to the procedures described in the third paragraph of this authorization, you are hereby fully empowered and authorized to withdraw and pay funds, at the direction of Paskewitz Asset Management, LLC ( PAM ) from the undersigned account established and maintained with your firm for the payment of certain management fees and/or incentive fees or both. It is understood and agreed that you shall not be required to pay any funds as a result of PAM s instructions if there are not sufficient funds in the account. Following the end of each month, PAM will prepare a statement setting forth the amount of Management Fees and, if applicable, Incentive Fees accrued and owing to PAM as of such date, and PAM shall send such statement to (the Client ), via e- mail to the following e-mail addresses (or such other address or addresses as the Client shall notify the Company in writing): and to you. If the Client does not object to the statement in writing, with a copy to you within five (5) business days of the receipt thereof (the Review Period ), the statement shall for all purposes be deemed to be conclusively correct and the amount shown on the statement shall be debited from the Account. If the Client objects to the statement in writing, with a copy to you within the Review Period, you shall debit the Account for the amount not in dispute and PAM and the Client shall use their best efforts to resolve the disputed amount as soon as possible. You shall be indemnified and held harmless by the undersigned and PAM from any loss suffered or liability incurred by reason of any act or omission made in compliance with the authorization contained herein. The authority and indemnification hereby conferred shall remain in full force and effect unless and until expressly revoked or modified by you at least five (5) business days prior to the date any proposed revocation or modification is to become effective. Account No: PASKEWITZ ASSET MANAGEMENT, LLC By: By: Print Name & Title Bradford Paskewitz, Principal Dated:, 2010 Dated:, 2010 APP B-1