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Exhibit 10.4

ADVISORY AGREEMENT

ADVISORY AGREEMENT (the " Agreement" ) dated as of the 20th day of November, 2006, by and among WCM POOL LLC , a Delaware limited liability company (the " Company" ), PREFERRED INVESTMENT SOLUTIONS CORP. , a Delaware corporation (the " Administrator" ), and WINTON CAPITAL MANAGEMENT LIMITED, a company registered in England and Wales (the " Advisor" ).

W I T N E S S E T H :

WHEREAS , the Company has been organized primarily for the purpose of trading, buying, selling, spreading or otherwise acquiring, holding or disposing of futures, forward and options contracts with respect to commodities. Other transactions also may be effected from time to time, including among others, those as more fully identified in Exhibit A hereto; the foregoing commodities and other transactions are collectively referred to as " Commodities" ; and WHEREAS , the Company is authorized and directed to utilize the services of the Advisor in connection with the Commodities trading activities of the Company; and

WHEREAS , each of the members of the Company (the " Members" ) is a commodity pool of which the Administrator is the sole managing owner and/or general partners; and

WHEREAS , none of the Members currently is accepting additional investments; and

WHEREAS , each of the Members has acquired an interest in the Company; and WHEREAS , the Advisor' s present business includes the management of Commodities accounts for its clients; and

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WHEREAS , the Advisor is registered as a Commodity Trading Advisor under the Commodity Exchange Act, as amended (the " CE Act" ), and is a member of the National Futures Association (the " NFA" ) as a Commodity Trading Advisor and will maintain such registration and membership for the term of this Agreement; and

WHEREAS , the Company and the Advisor desire to enter into this Agreement in order to set forth the terms and conditions upon which the Advisor will render and implement commodity advisory services on behalf of the Company during the term of this Agreement.

NOW, THEREFORE , the parties agree as follows:

1. Duties of the Advisor . (a) Appointment . The Company hereby appoints the Advisor, and the Advisor hereby accepts appointment, as the Company' s limited attorney-in-fact to exercise discretion to invest and reinvest in Commodities during the term of this Agreement the assets of the Company (the " Allocated Assets" ) on the terms and conditions and for the purposes set forth herein. This limited power-of-attorney is a continuing power and shall continue in effect with respect to the Advisor until terminated hereunder. The Advisor shall have sole authority and responsibility for independently directing the investment and reinvestment in Commodities of the Allocated Assets for the term of this Agreement pursuant to the trading programs, methods, systems and strategies described in Exhibit A hereto, which the Company has selected to be utilized by the Advisor in trading the Allocated Assets (collectively referred to as the Advisor' s " Trading Approach" ), subject to the trading policies and limitations as set forth in and attached hereto as Exhibit B (the " Trading Policies and Limitations" ), as the same may be modified from time to time and provided in writing to the Advisor. The portion of the Allocated Assets to be allocated by the Advisor at any point in time to one or more of the various trading strategies


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comprising the Advisor' s Trading Approach will be determined as set forth in Exhibit A hereto, as it may be amended from time to time, with the consent of the parties, it being understood that trading gains and losses automatically will alter the agreed upon allocations. Upon receipt of a new allocation, the Advisor will determine and, if required, adjust its trading in light of the new allocation.

(b) Allocation of Responsibilities . The Company will have the responsibility for the management of any portion of the Allocated Assets that are not invested in Commodities. The Advisor will use its good faith and best efforts in determining the investment and reinvestment in Commodities of the Allocated Assets in compliance with the Trading Policies and Limitations, and in accordance with the Advisor' s Trading Approach. In the event that the Company shall, in its sole discretion, determine in good faith, following consultation appropriate under the circumstances with the Advisor, that any trading instruction issued by the Advisor violates the Company' s Trading Policies and Limitations, then the Company, following reasonable notice to the Advisor appropriate under the circumstances, may override such trading instruction and shall be responsible therefor. Nothing herein shall be construed to prevent the Company from imposing any limitation(s) on the trading activities of the Company beyond those enumerated in Exhibit A if the Company determines that such limitation(s) are necessary or in the best interests of the Company, in which case the Advisor will adhere to such limitations following written notification thereof.

(c) Gains From Trading Approach . The Advisor agrees that at least 90% of the annual gross income and gain, if any, generated by its Trading Approach for the Company will be " qualifying income" within the meaning of Section 7704(d) of the Code (it being understood that such income largely will result from buying and selling Commodities and that


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the Trading Approach is not primarily intended to generate interest income). The Advisor also agrees that it will attempt to trade in such a manner as to allow non-U.S. Members (if any) to qualify for the safe harbors found in Section 864(b)(2) of the Code and as interpreted in the regulations promulgated or proposed thereunder. (d) Modification of Trading Approach . In the event the Advisor requests to use, or the Company requests the Advisor to use, a trading program, system, method or strategy other than or in addition to the trading programs, systems, methods or strategies comprising the Trading Approach in connection with trading for the Company (including, without limitation, the deletion or addition of an agreed upon trading program, system, method or strategy from or to the then agreed upon Trading Approach, or a modification in the leverage employed outside the parameters described in the Advisor' s Disclosure Document attached hereto as Exhibit C ), either in whole or in part, the Advisor may not do so and/or shall not be required to do so, as appropriate, unless both the Company and the Advisor consent thereto in writing. (e) Notification of Material Changes . The Advisor also agrees to give the Company prior written notice of any proposed material change in its Trading Approach and agrees not to make any material change in such Trading Approach (as applied to the Company) over the objection of the Company, it being understood that the Advisor shall be free to institute non-material changes in its Trading Approach (as applied to the Company) without prior written notification. Without limiting the generality of the foregoing, refinements to the Advisor' s Trading Approach and the deletion (but not the addition) of Commodities (other than the addition of Commodities then being traded (i) on organized domestic commodities exchanges, (ii) on foreign commodities exchanges recognized by the Commodity Futures Trading Commission (the " CFTC" ) as providing customer protections comparable to those provided on


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domestic exchanges or (iii) in the interbank foreign currency market) to or from the Advisor' s Trading Approach, shall not be deemed a material change in the Advisor' s Trading Approach, and prior approval of the Company shall not be required therefor. The utilization of forward markets in addition to those enumerated in the Advisor' s Disclosure Document attached hereto as Exhibit C would be deemed a material change to the Advisor' s Trading Approach and prior approval shall be required therefor.

Subject to adequate assurances of confidentiality, the Advisor agrees that it will discuss with the Company upon request any trading methods, programs, systems or strategies used by it for trading customer accounts which differ from the Trading Approach used for the Company, provided that nothing contained in this Agreement shall require the Advisor to disclose what it deems to be proprietary or confidential information. (f) Request for Information . The Advisor agrees to provide the Company with any reasonable information concerning the Advisor that the Company may reasonably request (other than the identity of its customers or proprietary or confidential information concerning the Trading Approach), subject to receipt of adequate assurances of confidentiality by the Company, including, but not limited to, information regarding any change in control, key personnel, Trading Approach and financial condition which the Company reasonably deems to be material to the Company; the Advisor also shall notify the Company of any such matters the Advisor, in its reasonable judgment, believes may be material to the Company relating to the Advisor and its Trading Approach. During the term of this Agreement, the Advisor agrees to provide the Company with updated monthly information related to the Advisor' s performance results within a reasonable period of time after the end of the month to which it relates.


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(g) Notice of Errors . The Advisor is responsible for promptly reviewing all oral and written confirmations its receives to determine whether the Commodities trades were made in accordance with the Advisor' s instructions. If the Advisor determines that an error was made in connection with a trade or that a trade was made other than in accordance with the Advisor' s instructions, the Advisor shall utilize its reasonable best efforts to cause the error or discrepancy to be corrected and where the error is deemed material promptly notify the Company of the material error.

(h) Liability . Neither the Advisor nor any employee, director, officer or shareholder of the Advisor, nor any person who controls the Advisor, shall be liable to the Company, the Members, the Administrator, or their respective officers, directors, shareholders, members or employees, or any person who controls any of them, or the owners of any units of beneficial interest of any series of any Member on behalf of which series such Member has acquired an interest in the Company (" Limited Owners" ), or any of their respective successors or assigns under this Agreement, except by reason of acts or omissions in material breach of this Agreement or due to their willful misconduct or gross negligence or by reason of their not having acted in good faith in the reasonable belief that such actions or omissions were in the best interests of the Company; it being understood that the Advisor makes no guarantee of profit nor offers any protection against loss, and that all purchases and sales of Commodities shall be solely for the account and risk of the Company, and the Advisor shall incur no liability for trading profits or losses resulting therefrom, provided the Advisor would not otherwise be liable to the Company under the terms hereof.


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(i) Initial Allocation . Initially, and continuing until the earlier of (i) such time as the Company designates and utilizes the services of an Other Advisor (as such term is hereinafter defined) in connection with the Commodities trading activities of the Company, or (ii) such time as this Agreement is terminated in accordance with its terms, the Allocated Assets will total an amount equal to substantially all of the assets of the Company, including all cash and cash equivalents held by the Company reduced by all liabilities of the Company. The Administrator and the Company shall ensure that the trading asset level of the Company' s account managed by the Advisor is at all times fully funded, and is at no time notionally funded. Furthermore, at all times during the term of this Agreement, the Administrator shall ensure that each of the Members commits to the Company for inclusion as Allocated Assets all or substantially all of the assets allocated to the Advisor within any series of such Member on behalf of which series such Member has acquired an interest in the Company.

(j) Additional Allocations and Reallocations . Subject to Section 10(a) below, the Company may (i) allocate additional Allocated Assets to the Advisor, (ii) reallocate Allocated Assets away from the Advisor to another commodity trading advisor (an " Other Advisor" ), (iii) reallocate Allocated Assets to the Advisor from an Other Advisor or (iv) allocate additional Allocated Assets to an Other Advisor. It is expressly acknowledged by the parties hereto that the Advisor currently is the sole commodity trading advisor to the Company and has been allocated 100% of the Allocated Assets. In the event the Company designates and utilizes the services of an Other Advisor in connection with the Commodities trading activities of the Company, the Company shall remove any reference to the Advisor from the Company' s name prior to any such allocation or reallocation of Allocated Assets to an Other Advisor. (k) Delivery of Disclosure Document . The Advisor agrees to provide the Company with any amendment or supplement to the Disclosure Document attached hereto as Exhibit C (an " Update" ) as soon as such Update is available for distribution following filing in final form with the CFTC and/or the NFA.

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2. Indemnification . (a) The Advisor . Subject to the provisions of Section 3 of this Agreement, the Advisor and each officer, director, shareholder and employee of the Advisor and each person who controls the Advisor, shall be indemnified, defended and held harmless by the Company and the Administrator, jointly and severally, from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys' fees and reasonable expenses) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, " Losses" ) sustained by the Advisor (i) in connection with any acts or omissions of the Advisor or any of its officers, directors or employees relating to its management of the Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor' s performance of services on behalf of the Company or its role as trading advisor in respect of the Allocated Assets and/or (ii) as a result of a material breach of this Agreement by the Company; provided, however, that (i) such Losses were not the result of the gross negligence, willful misconduct or material breach of this Agreement on the part of the Advisor, its officers, directors, shareholders and employees and each person controlling the Advisor, (ii) the Advisor and its officers, directors, shareholders and employees and each person controlling the Advisor, acted in good faith and in a manner reasonably believed by it and them to be in or not opposed to the best interests of the Company and (iii) any such indemnification will only be recoverable from the Allocated Assets and the assets of the Administrator; and provided further that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the


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Company of the terms of any settlement proposed, at least fifteen (15) days before any amounts are paid or (B) the Company does not approve the amount of the settlement within fifteen (15) days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company shall at all times have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), and if the Company successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the " Indemnitee" ), the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator to the Indemnitee shall be the amount of said proposed settlement.

(b) Default Judgments and Confessions of Judgment . None of the foregoing provisions for indemnification shall be applicable with respect to default judgments or confessions of judgment entered into by the Indemnitee, with its knowledge, without the prior consent of the Company.

(c) Procedure . In the event that an Indemnitee under this Section 2 is made a party to an action, suit or proceeding alleging both matters for which indemnification can be made hereunder and matters for which indemnification may not be made hereunder, such Indemnitee shall be indemnified only for that portion of the Losses incurred in such action, suit or proceeding which relates to the matters for which indemnification can be made.

(d) Expenses . Expenses incurred in defending a threatened or pending civil, administrative or criminal action, suit or proceeding against an Indemnitee shall be paid by the Company or the Administrator in advance of the final disposition of such action, suit or


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proceeding if (i) the legal action, suit or proceeding, if sustained, would entitle the Indemnitee to indemnification pursuant to the terms of this Section 2, and (ii) the Advisor undertakes to repay the advanced funds to the Company or the Administrator in cases in which the Indemnitee is not entitled to indemnification pursuant to this Section 2. 3. Limits on Claims . The Advisor agrees that it will not take any of the following actions against the Company or any Member: (i) seek a decree or order by a court having jurisdiction in the premises (A) for relief in respect of the Company or such Member in an involuntary case or proceeding under the U.S. Bankruptcy Code or any other federal or state bankruptcy, insolvency, reorganization, rehabilitation, liquidation or similar law or (B) adjudging the Company or such Member a bankrupt or insolvent or seeking reorganization, rehabilitation, liquidation, arrangement, adjustment or composition of or in respect of the Company or such Member under the U.S. Bankruptcy Code or any other applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or such Member or of any substantial part of any of its properties, or ordering the winding up or liquidation of any of its affairs, (ii) seek a petition for relief, reorganization or to take advantage of any law referred to in the preceding clause or (iii) file an involuntary petition for bankruptcy.

4. Representation Agreement . The parties agree to execute a Representation Agreement substantially in the form of Exhibit D to this Agreement (the " Representation Agreement" ) contemporaneously herewith.

5. Advisor Independence .

(a) Independent Contractor . The Advisor shall for all purposes herein be deemed to be an independent contractor with respect to the Company, the Administrator and


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each other commodity trading advisor that may in the future provide commodity trading advisory services to the Company and shall, unless otherwise expressly authorized, have no authority to act for or to represent the Company, the Administrator, or any other commodity trading advisor in any way, or otherwise be deemed to be a general agent, joint venturer or partner of the Company, the Administrator, or any other commodity trading advisor or in any way be responsible for the acts or omissions of the Company, the Administrator, or any other commodity trading advisor as long as it is acting independently of such persons. (b) Unauthorized Activities . Without limiting the obligations of the Company or the Administrator set forth under this Agreement, nothing herein contained shall be deemed to require the Company or the Administrator to take any action contrary to its organizational documents or any applicable statute, regulation or rule of any exchange or self-regulatory organization.

(c) Purchase of Interests . Any of the Advisor, its principals and employees may, in its discretion, acquire interests in the Members.

(d) Confidentiality . The Company and the Administrator acknowledge that the Trading Approach, including methods, models and strategies of the Advisor, is the confidential property of the Advisor. Nothing in this Agreement shall require the Advisor to disclose the confidential or proprietary details of its Trading Approach. The Company and the Administrator further agree that they will keep confidential and will not disseminate the Advisor' s trading advice to the Company, except as, and to the extent that, it may be determined by the Administrator to be (i) necessary for the monitoring of the business of the Company or the Members, including the performance of brokerage services by the Company' s commodity broker(s), or (ii) expressly required by law or regulation. The Parties agree to execute a Non-Disclosure Agreement substantially in the form of Exhibit E to this Agreement (the " NDA" ) contemporaneously herewith.


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6. Commodity Broker . All Commodities traded for the account of the Company shall be made through such floor broker or brokers, commodity broker or brokers, or counterparty or counterparties, as the Company directs, or otherwise in accordance with such order execution procedures as are agreed upon between the Advisor and the Company. Unless otherwise agreed upon between the Advisor and the Company, the Advisor shall not have any authority or responsibility in selecting or supervising any floor broker or counterparty for execution of Commodities trades of the Company or for negotiating floor brokerage commission rates or other compensation to be charged therefor. The Advisor shall not be responsible for determining that any such broker or counterparty used in connection with any Commodities transactions meets the financial requirements or standards imposed by the Trading Policies and Limitations.

7. Fees .

In consideration of and in compensation for the performance of the Advisor' s services under this Agreement, the Advisor shall receive from the Company a monthly management fee (the " Management Fee" ) and a quarterly incentive fee (the " Incentive Fee" ) based on the Allocated Assets, as follows:

(a) A Management Fee equal to 1/12 of 2% (0.16667%) per month of the Allocated Assets determined as of the close of business on the last day of each month (an annual rate of 2.0%). For purposes of determining the Management Fee, any distributions, redemptions or reallocation of the Allocated Assets made as of the last day of the month shall be added back to the Allocated Assets, and there shall be no reduction for (i) any accrued but unpaid incentive


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fees due the Advisor under paragraph (b) below for the quarter in which such fees are being computed or (ii) any accrued but unpaid extraordinary expenses unrelated to the Company. The Management Fee determined for any month in which an Advisor manages the Allocated Assets for less than a full month shall be prorated, such proration to be calculated on the basis of the number of days in the month the Allocated Assets were under the Advisor' s management as compared to the total number of days in such month, with such proration to include appropriate adjustments for any funds taken away from the Advisor' s management during the month for reasons other than distributions or redemptions, including, but not limited to, the reduction of the Allocated Assets allocated to the Advisor' s management resulting from the payment of extraordinary expenses. Management Fees paid pursuant to this section are non-refundable.

(b) An incentive fee of twenty percent (20%) (the " Incentive Fee" ) of " New High Net Trading Profits" (as hereinafter defined) generated on the Allocated Assets, including realized and unrealized gains and losses thereon, as of the close of business on the last day of each calendar quarter (the " Incentive Measurement Date" ).

New High Net Trading Profits (for purposes of calculating the Advisor' s Incentive Fee only) will be computed as of the Incentive Measurement Date and will include such profits (as outlined below) since the Incentive Measurement Date of the most recent preceding calendar quarter for which an incentive fee was earned (or, with respect to the first Incentive Fee, as of the commencement of operations) (the " Incentive Measurement Period" ).

New High Net Trading Profits for any Incentive Measurement Period will be the net profits, if any, from trading of the Allocated Assets during such period (including (i) realized trading profit (loss) plus or minus (ii) the change in unrealized trading profit (loss) on open positions) and will be calculated after the determination of the Company' s fixed brokerage fee


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and other transaction costs attributable to the Allocated Assets, the Advisor' s Management Fee, the operating expenses for which the Company is responsible, and any extraordinary expenses ( e.g. , litigation, costs or damages) paid during an Incentive Measurement Period which are specifically related to the Advisor, but before deduction of any Incentive Fees payable during the Incentive Measurement Period. New High Net Trading Profits will not include interest earned or credited on the Allocated Assets. New High Net Trading Profits will be generated only to the extent that the Advisor' s cumulative New High Net Trading Profits exceed the highest level of cumulative New High Net Trading Profits achieved by the Advisor as of a previous Incentive Measurement Date. Except as set forth below, net losses from prior quarters must be recouped before New High Net Trading Profits can again be generated. If a withdrawal or distribution occurs or if this Agreement is terminated at any date that is not an Incentive Measurement Date, the date of the withdrawal or distribution or termination will be treated as if it were an Incentive Measurement Date, but any Incentive Fee accrued in respect of the withdrawn assets on such date shall not be paid to the Advisor until the next scheduled Incentive Measurement Date. New High Net Trading Profits for an Incentive Measurement Period shall exclude capital contributions to the Company in an Incentive Measurement Period, distributions or redemptions paid or payable by the Company during an Incentive Measurement Period, as well as losses, if any, associated with redemptions, distributions, and reallocations of assets during the Incentive Measurement Period and prior to the Incentive Measurement Date ( i.e. , to the extent that assets are allocated away from the Advisor (through redemptions, distributions or allocations caused by the Company), any loss carryforward attributable to the Advisor shall be reduced in the same proportion that the assets allocated away from the Advisor bears to the Allocated Assets prior to the re- allocation and New High Net Trading Profits shall reflect this reduction in loss carryforward). In calculating New High Net Trading Profits, incentive fees paid for a previous Incentive Measurement Period will not reduce cumulative New High Net Trading Profits in subsequent periods.


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(c) Timing of Payment . Management Fees and Incentive Fees shall be paid generally within fifteen (15) business days following the end of the period for which they are payable. The first incentive fee which may be due and owing to the Advisor in respect of any New Trading Profits will be due and owing as of the end of the first calendar quarter during which the Trading Advisor managed the Allocated Assets for at least forty-five (45) days. If an Incentive Fee shall have been paid by the Company to the Advisor in respect of any calendar quarter and the Advisor shall incur subsequent losses on the Allocated Assets, the Advisor shall nevertheless be entitled to retain amounts previously paid to it in respect of New High Net Trading Profits. (d) Fee Data . The Company will provide the Advisor with the data used by the Company to compute the foregoing fees generally within ten (10) business days of the end of the relevant period.

(e) Third Party Payments . Neither the Advisor nor any of its officers, directors, employees or stockholders shall receive any commissions, compensation, remuneration or payments whatsoever from any broker with which the Co
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