Disclosure Document of NeX Capital Management...

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NeX Capital Management LLC Client initials___________

Disclosure Document of

NeX Capital Management LLC

NeX Strategic Volatility Arbitrage (NSVA)

Managed Account Program

A Delaware Corporation registered with the

Commodity Futures Trading Commission as

a Commodity Trading Advisor.

Address: 8309 Kirkwood Drive

Corona, CA 92883

Phone: (323) 300-8771

Email: [email protected]

The Date of this Disclosure is February 8, 2016

THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF

PARTICIPATING IN THIS TRADING PROGRAM NOR HAS THE COMMISSION PASSED ON THE

ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT.

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RISK DISCLOSURE STATEMENT

THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. YOU SHOULD THEREFORE

CAREFULLY CONSIDER WHETHER SUCH TRADING IS SUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL

CONDITION. IN CONSIDERING WHETHER TO TRADE OR TO AUTHORIZE SOMEONE ELSE TO TRADE FOR YOU,

YOU SHOULD BE AWARE OF THE FOLLOWING: IF YOU PURCHASE A COMMODITY OPTION YOU MAY SUSTAIN A

TOTAL LOSS OF THE PREMIUM AND OF ALL TRANSACTION COSTS. IF YOU PURCHASE OR SELL A COMMODITY

FUTURES CONTRACT OR SELL A COMMODITY OPTION OR ENGAGE IN OFF-EXCHANGE FOREIGN CURRENCY

TRADING, YOU MAY SUSTAIN A TOTAL LOSS OF THE INITIAL MARGIN FUNDS OR SECURITY DEPOSIT AND ANY

ADDITIONAL FUNDS THAT YOU DEPOSIT WITH YOUR BROKER TO ESTABLISH OR MAINTAIN YOUR POSITION. IF

THE MARKET MOVES AGAINST YOUR POSITION, YOU MAY BE CALLED UPON BY YOUR BROKER TO DEPOSIT A

SUBSTANTIAL AMOUNT OF ADDITIONAL MARGIN FUNDS, ON SHORT NOTICE, IN ORDER TO MAINTAIN YOUR

POSITION. IF YOU DO NOT PROVIDE THE REQUESTED FUNDS WITHIN THE PRESCRIBED TIME, YOUR POSITION

MAY BE LIQUIDATED AT A LOSS, AND YOU WILL BE LIABLE FOR ANY RESULTING DEFICIT IN YOUR ACCOUNT.

UNDER CERTAIN MARKET CONDITIONS, YOU MAY FIND IT DIFFICULT OR IMPOSSIBLE TO LIQUIDATE A POSITION.

THIS CAN OCCUR, FOR EXAMPLE, WHEN A MARKET MAKES A "LIMIT MOVE." THE PLACEMENT OF CONTINGENT

ORDERS BY YOU OR YOUR TRADING ADVISOR, SUCH AS A "STOP- LOSS" OR "STOP-LIMIT" ORDER, WILL NOT

NECESSARILY LIMIT YOUR LOSSES TO THE INTENDED AMOUNTS, SINCE MARKET CONDITIONS MAY MAKE IT

IMPOSSIBLE TO EXECUTE SUCH ORDERS. A "SPREAD" POSITION MAY NOT BE LESS RISKY THAN A SIMPLE "LONG"

OR "SHORT" POSITION. THE HIGH DEGREE OF LEVERAGE THAT IS OFTEN OBTAINABLE IN COMMODITY INTEREST

TRADING CAN WORK AGAINST YOU AS WELL AS FOR YOU. THE USE OF LEVERAGE CAN LEAD TO LARGE LOSSES

AS WELL AS GAINS. IN SOME CASES, MANAGED COMMODITY ACCOUNTS ARE SUBJECT TO SUBSTANTIAL

CHARGES FOR MANAGEMENT AND ADVISORY FEES. IT MAY BE NECESSARY FOR THOSE ACCOUNTS THAT ARE

SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION

OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS, AT PAGE 8, A COMPLETE DESCRIPTION OF EACH

FEE TO BE CHARGED TO YOUR ACCOUNT BY THE COMMODITY TRADING ADVISOR. THIS BRIEF STATEMENT

CANNOT DISCLOSE ALL THE RISKS AND OTHER SIGNIFICANT ASPECTS OF THE COMMODITY INTEREST

MARKETS. YOU SHOULD THEREFORE CAREFULLY STUDY THIS DISCLOSURE DOCUMENT AND COMMODITY

INTEREST TRADING BEFORE YOU TRADE, INCLUDING THE DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF

THIS INVESTMENT, AT PAGE 11. YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY TRADING ADVISOR MAY

ENGAGE IN TRADING FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED

OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET MAY BE

SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION. FURTHER, UNITED

STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF

REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE YOUR

TRANSACTIONS MAY BE EFFECTED. BEFORE YOU TRADE YOU SHOULD INQUIRE ABOUT ANY RULES RELEVANT

TO YOUR PARTICULAR CONTEMPLATED TRANSACTIONS AND ASK THE FIRM WITH WHICH YOU INTEND TO TRADE

FOR DETAILS ABOUT THE TYPES OF REDRESS AVAILABLE IN BOTH YOUR LOCAL AND OTHER RELEVANT

JURISDICTIONS. THIS COMMODITY TRADING ADVISOR IS PROHIBITED BY LAW FROM ACCEPTING FUNDS IN THE

TRADING ADVISORS NAME FROM A CLIENT FOR TRADING COMMODITY INTERESTS. YOU MUST PLACE ALL

FUNDS FOR TRADING IN THIS TRADING PROGRAM DIRECTLY WITH A FUTURES COMMISSION MERCHANT OR

RETAIL FOREIGN EXCHANGE DEALER, AS APPLICABLE. YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY

TRADING ADVISOR MAY ENGAGE IN TRADING FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS

ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED

STATES MARKET MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION.

FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF

THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE

YOUR TRANSACTIONS MAY BE AFFECTED. BEFORE YOU TRADE YOU SHOULD INQUIRE ABOUT ANY RULES

RELEVANT TO YOUR PARTICULAR CONTEMPLATED TRANSACTIONS AND ASK THE FIRM WITH WHICH YOU

INTEND TO TRADE FOR DETAILS ABOUT THE TYPES OF REDRESS AVAILABLE IN BOTH YOUR LOCAL AND

OTHER RELEVANT JURISDICTIONS.

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Table of Contents

Introduction 4

Business Background 4

Principals 4

The Trading Program 5

The Futures Commission Merchant (FCM) 5

The Introducing Broker 5

Minimum Account Size 5

Investment Term 6

Fees 6

Additions and Withdrawals 7

Reports to Investors 7

Conflicts of Interest 7

Litigation 7

NeX and Principals Trading Interest 8

Additional Risk Factors 8-9

Past Performance 9

Consumer Privacy Policy 10-11

Enclosures: - Managed Account Agreement

- Fee Payment Authorization

- Limited Power of Attorney

- Acknowledgement of receipt of disclosure document

- Client Information

- Client Authorization for Give-Up Orders

- Letter of Commitment

- Notional Funds Letter

- Arbitration Agreement

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Introduction

NeX Capital Management LLC,

“NeX,” the “Advisor,” or the “Trading

Advisor,” is a commodity trading

advisor (CTA) and in the business of managing futures investments.

NeX Capital Management LLC is a Delaware Corporation with office(s) at 8309 Kirkwood Drive,

Los Angeles, CA 90046. NeX Capital Management's telephone number is +1 (323) 300-8771. NeX Capital

Management LLC is registered with the National Futures Association (NFA) and Commodity Futures

Trading Commission (CFTC).

All books and records are held securely at offices at 8309 Kirkwood Drive, Los Angeles, CA

90046, as well as in offsite backup systems.

NeX Capital Management LLC currently acts as CTA for managed futures accounts. The Advisor

will manage accounts for individuals, institutions, funds, or pension plans on a systematic basis utilizing

commodity futures contracts and options on futures.

Business Background

The following is a description of the business background of NeX Capital Management LLC, the

history of its trading programs, and its principals.

NeX Capital Management is a Delaware corporation originally on October 6, 2015 under the

Delaware Business Corporation Act. It became registered with the Commodity Futures Trading

Commission as a Commodity Trading Advisor in March 2016.

History of Trading Program

NeX Capital Management LLC developed the trading program with 5 years of research conducted

by the staff of NeX Capital Management LLC. The "Program" is titles NeX Strategic Volatility Arbitrage,

or "NSVA", or "The System".

The NSVA program was designed to take advantage of short-term mis-pricings in futures options

markets identified through real-time probability modeling, volatility modeling and price-discovery

techniques. The NSVA system, which is systematic and non-discretionary in nature, places minimally

directional positions across 12 different markets and manages those positions in a mechanical fashion.

Principals of NeX

Jacob A. Wohl is the sole principal and CEO of NeX Capital Management LLC. Wohl specializes

in quantitative analysis of financial markets and the exploitation of consistent mispricings in markets. Jacob

Wohl passed the Series 3 exam in 2015 in accordance with regulations set forth by CFTC/NFA/FINRA.

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Trading Objectives

NSVA Trading Program

The core objective of the NSVA trading program is to provide superior risk-adjusted returns to

clients with minimal correlation to broad stock, bond or commodity indexes. Using systematic trading

parameters, the system establishes positions within 12 future/futures options markets with two unique

objectives. The first objective of the strategy is to take advantage of short term trading of assets outside of

probabilistic price ranges. The second objective is to take advantage of the consistent overpricing of

volatility within the markets traded by the system.

NeX aims to achieve minimally correlated risk-adjusted returns for clients with the NSVA trading

program. Diversification across 12 liquid markets provides the potential for minimally correlated results

with common benchmarks such as the S&P500 Index and various bond and commodity indexes. A

systematic approach in entering and exiting trades provides a consistent exposure in the program regardless

of what discretionary opportunities may or may not be present.

The NSVA trading program systematically analyzes and trades around purely quantitative metrics

and formulas with no regards for technical or fundamental market factors. While discretionary managers

look to make judgements on the market, the NSVA trading program systematically exploits mispricings

across asset classes. The NSVA trading program has a purely systematic approach to portfolio weighting

within the 12 products traded in order to present a consistent correlation profile to the wider markets.

NeX aims to manage unit size as a cornerstone of risk-management is the same systematic way

that all other aspects of the strategy are managed. Before entering each trade, mathematical models

determine the optimal sizing for the trade in order to create the potential for the most competitive risk-

adjusted returns possible.

The Commodity Broker

The Trading Advisor has not chosen any one particular entity as its Futures Commission Merchant

or Foreign Exchange Broker (“Broker” or “Brokers” or “Brokerage firm”). The Client is free to open an

account with any Futures Commission Merchant and Foreign Exchange Broker registered with the CFTC.

Clients will not be allowed to use an Introducing Broker for managed accounts.

The Introducing Broker

NeX Capital Management LLC currently works with Optimus Futures LLC as the designated

Introducing Broker for clients. Optimus Futures LLC maintains offices) at 2701 NW 2nd Ave, Boca Raton,

FL 33431.

Minimum Account Size

The minimum investment for a managed account trading the NSVA Trading Program is $250,000.

This investment is most suitable for institutional investors, futures funds, family offices and very high net

worth individuals. The Advisor does not manage partially funded or notional accounts. Interested smaller

investors may contact NeX to explore other investment opportunities.

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Investment Term

The Advisor will manage a client's account with the objective of long-term capital appreciation.

The NSVA Program is not suitable for an investor seeking short-term results. NeX is firmly of the opinion

that the potential for a successful investment in a diversified commodity futures portfolio is directly

proportional to the amount of time the investment is allowed to work. It therefore makes the following

recommendation.

NeX strongly recommends that a client commit to a minimum term of investment of FIVE

YEARS to allow the client the best possible opportunity to participate in the full benefits of the Advisor's

trading program. The NSVA Program is long-term and this investment should only be considered by a

client who is willing and able to make a five year commitment without withdrawing funds from the

account, except to the extent of any tax liability on profits, even though the client may be strongly tempted

to do so, particularly during down periods.

The extensive research done on the NSVA trading program points out that historically the down

periods would have been the worst time to withdraw assets because the client would have then lost the

opportunity to recoup losses during the subsequent profitable periods. You should note that past

performance is not necessarily indicative of future results. Commodity trading can lead to large gains as

well as losses. Both gains and losses are reflected a part of the course of creating long-term alpha over the

course of an investment cycle with the NSVA program.

The client will always retain full control over withdrawal of his funds from his account at the

Broker. However, the client must be aware that withdrawal prior to the Advisor's recommended minimum

five- year term of investment except to pay taxes on profits is not recommended by NeX.

Fees

As compensation for advisory services, NeX Capital Management LLC charges an annual management fee

paid at the beginning of the respective investment term and an incentive fee paid at the end of each respective 12

month investment period. NeX believes that its fees are commensurate with industry norms for this type of

investment:

2.2% management fee (2.2% of Net Asset Value at account opening and on any new addition of funds to account)

17% incentive fee (17% of capital appreciation paid at the end of each 12 month investment cycle)

Any other fee arrangement must be negotiated with the advisor.

The incentive fee is paid at the end of each 12 month cycle only if the account has “Trading Profits.” The

incentive fee is 17% of Trading Profits. If the account experiences a loss after an incentive fee payment, the Advisor

will retain such payment but will receive no further incentive fee payments until the account has subsequent Trading

Profits.

Trading Profits for purposes of calculating NeX's incentive fee during the investment cycle are simply new

profits over and above the previous all time high in the account at the end of any investment cycle. Specifically,

Trading Profits shall mean the cumulative profits (over and above the aggregate of previous period profits) during

the quarter (after the deduction for all round-turn brokerage commissions and clearing charges on liquidated

positions and management fees).

Trading Profits shall include both realized and unrealized profits. To the extent any withdrawals are made

from the account when the account has a loss, such loss attributed to amounts withdrawn shall not be carried

forward to reduce future Trading Profits. If Trading Profits for a quarter are negative, it shall constitute a

"Carryforward Loss" for the beginning of the next investment cycle. No incentive fees during the term of the

advisory contract shall be payable until future Trading Profits for an ensuing quarter exceeds Carryforward Loss.

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Additions and Withdrawals

NeX Capital Management strongly recommends that assets only be added or withdrawn at month end with

a minimum three-day prior notice given to the Advisor.

Each client retains full control over his account at the Broker and has the ability to add or withdraw his

funds at any time and in any amount. However, NeX Capital Management strongly recommends that assets not be

withdrawn during the suggested minimum five year term of the investment other than at year end and only to the

extent needed to pay taxes on the profits, if any, earned through the account.

A client must be aware that making additions or withdrawals not in accordance with the Advisor's

recommendations may be grounds for immediate termination of the management of his or her account by the

Advisor without prior notice.

Reports to Investors

The Advisor's clients will receive regular reports of the initiation and liquidation of positions and monthly

reports directly from the Broker. In addition, special reports may be received periodically from NeX Capital

Management.

Conflicts of Interest

Each client of NeX Capital Management LLC can open an account with any Futures Commission Merchant

as long as NeX is consulted and provides prior approval. Approval will be based on ability to execute NeX's orders

and clear the markets in the portfolio at commensurate commission rates. NeX Capital Management LLC and its

principal(s) will not participate in any of the commissions paid to the Broker.

NeX Capital Management LLC enters all buy/sell orders at the same price for all accounts under its

management trading a given market. The Advisor thus does not anticipate a conflict of interest in which some of the

accounts under its control will hold positions opposite a client's. There may be unusual brief periods when such

"trading ahead" conflicts could exist, however, due to lack of market liquidity or unforeseen difficulties on the part

of brokers executing the Advisor's orders. Any such discrepancies between a client's account and other accounts

managed by the Advisor would be an unintentional function of trade execution, out of the Advisor's control, and

expected to be only transient in duration.

Clients should note that charging an incentive fee may provide a conflict of interest because it gives a CTA

an incentive to trade more aggressively than he might otherwise.

Litigation

There have never been any administrative, civil or criminal proceedings against NeX Capital Management

or any of its principals.

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Commodity Trading

by NeX Capital Management and Its Principals

NeX Capital Management does trade its own account with the NSVA program as well as other proprietary

trading strategies. NeX reserves the ability to trade its own account in the future. Jacob A Wohl, from time to time,

may trade for his own account. Due to the confidential nature of these records, they will not be available for

inspection by clients of NeX Capital Management LLC.

Additional Risk Factors

In addition to the risks discussed throughout the earlier parts of this document, an investor will be subject to

the following risks of losing his or her investment in the NSVA trading program:

Volatility: The markets traded may be highly volatile, resulting in large losses. Volatility may result from

any number of things including but not limited to political events, natural disasters, etc. which cannot be controlled.

The prices of the instruments traded by the Advisor have been subject to periods of excessive volatility in the past

(1987, 2008), and such periods can be expected to recur. Price movements are influenced by many unpredictable

factors, such as market sentiment, inflation rates, interest rate movements, and general macroeconomic and political

conditions. While volatility can create compelling profit opportunities for the Advisor, it can also create the specific

risk, in the case of the Advisor, that historical or theoretical pricing relationships will be disrupted, causing what

should otherwise be comparatively low risk positions to incur losses (short strangle option positions in particular).

On the other hand, the lack of volatility can result in losses for certain types of trading strategies that profit from

price movements.

Leverage: The NSVA program leverages the amount of money under management. This could result in

loss of more than the investor’s initial investment for which the investor would be financially responsible.

Liquidity: The markets traded may become illiquid, preventing exiting or entering positions. This could

result in large losses. Illiquidity may result from any number of things including but not limited to thinly traded

markets, daily price limits, etc. which cannot be controlled.

Counterparty creditworthiness: The entities with whom NeX trades may be unable to financially fulfill

their obligations, which could result in large losses.

Brokerage firm failure: The brokerage firm at which the client has his or her account may fail, resulting

in large losses Also, if a FCM breaks the law and fails to segregate client accounts, a customer may lose his money

in the event of FCM bankruptcy. Even with proper segregation, a customer may still lose his funds on deposit with

the FCM should another customer of the FCM or the FCM itself fail to satisfy deficiencies in such other customer’s

accounts.

Trading on non-U.S. commodity exchanges: Such trading does not fall within the jurisdiction of the

CFTC and, in many cases, will take place without benefit of all the detailed financial, trade practice and client

protection regulations that apply to the activities of United States exchanges and their members. Possible absence of

a strong clearinghouse to stand behind trades and to make good should a party refuse or be unable to fulfill the terms

of a contract may result in significant losses for a client. Also, not all foreign markets segregate customer funds. In

some cases, intermediaries may deal on foreign markets taking the opposite side of trades made for a client,

although acting as the client's agent, a practice that would be prohibited on United States exchanges. Furthermore,

since the Advisor will calculate its fees based on Net Assets in United States dollars, a client would be subject to the

risk of fluctuations in the exchange rate between the local currency and dollars, as well as the possibility of

exchange controls, in connection with any foreign trading.

Stop-loss Orders May Not Limit Losses: While the Advisor always use stop-loss orders to protect

positions, there can be no assurance that such orders will be executed at the prices specified and in fact limit the

losses to the intended amounts. Examples include but are not limited to: markets may open beyond stop-loss orders,

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illiquid market conditions may cause prices to move substantially beyond stop-loss orders before they are executed,

markets responding suddenly to news may cause prices to move substantially beyond stop-loss orders before they

are executed, markets may move beyond stop-loss orders and lock at the daily price fluctuation limits preventing

stop-loss order execution entirely, exchanges may halt trading for unforeseen reasons preventing stop-loss orders to

be executed.

Technology Risk: The Advisor uses many layers of technology (both “in-house” and “out-of-house”) in

order to implement its investment strategies. While the Advisor has taken precautions to ensure that these resources

will be resilient to crashes, the Advisor cannot guarantee that these resources will not experience downtime.

Interruptions in the deployment of technology resources can result in material losses for the NSVA program.

Market Disruptions: The Advisor may incur major losses in the event of disrupted markets, and other

extraordinary events that may not be consistent with historical or theoretical pricing relationships (on which the

Advisor bases a number of its trading positions). The risk of loss from a disconnect from historical or theoretical

prices may be compounded by the fact that in disrupted markets many positions become illiquid, making it difficult

or impossible to close out positions which the markets are moving. The financing available to the Advisor from its

banks, dealers, and other counterparties is typically reduced in disrupted markets. Consequently, enhanced risks

apply during such events, which may include unexpected political, military, terrorist, natural disaster related and

geopolitical events. Such events can result in otherwise low-risk strategies performing with unprecedented volatility

and risk. A financial exchange may from time to time suspend or limit trading. Such a suspension could render it

difficult or impossible for the Advisor to liquidate affected positions and thereby expose it to losses. There is also no

assurance that non-exchange markets will remain liquid enough for the Advisor to close out positions.

Model Risk: The Advisor may incur major losses in the event of disrupted markets, and other

extraordinary events that may not be consistent with historical or theoretical pricing relationships (on which the

Advisor bases a number of its trading positions). The risk of loss from a disconnect from historical or theoretical

prices may be compounded by the fact that in disrupted markets many positions become illiquid, making it difficult

or impossible to close out positions which the markets are moving. The financing available to the Advisor from its

banks, dealers, and other counterparties is typically reduced in disrupted markets. Consequently, enhanced risks

apply during such events, which may include unexpected political, military, terrorist, natural disaster related, and

geopolitical events. Such events can result in otherwise low-risk strategies performing with unprecedented volatility

and risk. A financial exchange may from time to time suspend or limit trading. Such a suspension could render it

difficult or impossible for the Advisor to liquidate affected positions and thereby expose it to losses. There is also no

assurance that non-exchange markets will remain liquid enough for the Advisor to close out positions.

NSVA Program, Past Results

NeX Capital Management LLC presents strong belief in the validity and effectiveness of the principles and

practices implemented within the NSVA program for the specific objectives set forth for the program. No live

trading results are admissible within the purview of this document. The NSVA program has been extensively back-

tested and researched to ensure that the concepts executed within the strategy are effective in creating superior risk-

adjusted returns for investors with minimal correlation to broad stock, bond or commodity indexes and benchmarks.

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Consumer Privacy Policy

Your Privacy is Our Priority at NeX Capital Management,

NeX is committed to safeguarding the personal information that you provide us. This Privacy Policy describes how

we handle and protect personal information we collect about individuals, such as you, who apply for or receive our

products and services. The provisions of this notice apply to former customers as well as our current customers.

Why and How We Collect Personal Information?

When you apply for or maintain an account with NeX, we collect personal information about you for business

purposes, such as evaluating your financial needs, processing your requests and transactions, informing you about

products and services that may be of interest to you, and providing customer service. The personal information we

collect about you includes:

Information you provide to us on applications and other forms, such as your name, address, date of birth, social

security number, occupation, assets, and income;

Information about your transactions with us and with our affiliates; and

Information we receive from consumer reporting agencies, such as your credit history and creditworthiness, and

other entities not affiliated with NeX;

Information you provide to us to verify your identity, such as a passport, or received from other entities not

affiliated with NeX.

How We Protect Personal Information?

We limit access to your personal information to those employees who need to know in order to conduct our

business, service your account, and help you accomplish your financial objectives, such as providing you with a

broad range of products and services. Our employees are required to maintain and protect the confidentiality of your

personal information and must follow established procedures to do so. We maintain physical, electronic, and

procedural safeguards to protect your personal information. We do not rent or sell your name or personal

information to anyone. Sharing Information with Our Affiliates We may share personal information described above

with our affiliates for business purposes, such as servicing customer accounts and informing customers about new

products and services, and as permitted by applicable law. The information we share with affiliates for marketing

purposes may include the information described above, such as name, address and account information, but will not

include other credit information, such as credit history appearing on a consumer credit report or net worth and

income information appearing on applications for our products and services. Disclosure to Non-Affiliated Third

Parties In order to support the financial products and services we provide to you, we may share the personal

information described above with third-party service providers and joint marketers not affiliated with us, including:

financial service institutions (e.g., advisers, dealers, brokers, trust companies and banks) with whom we have joint

marketing agreements, such as agreements to market financial services or products that we jointly offer, endorse or

sponsor; and

Companies under contract to perform services for us or on our behalf, such as vendors that prepare and mail

statements and transaction confirmations or provide data processing, computer software maintenance and

development, transaction processing and marketing services.

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These companies acting on our behalf are required to keep your personal information confidential. Also, we

may disclose personal information with non-affiliated companies and regulatory authorities as permitted or required

by applicable law. For example, we may disclose personal information to cooperate with regulatory authorities and

law enforcement agencies to comply with subpoenas or other official requests, and, as necessary, to protect our

rights or property. Except as described in this privacy policy, we will not use your personal information for any

other purpose unless we describe how such information will be used at the time you disclose it to us or we obtain

your permission to do so.

Accessing and Revisiting Your Personal Information

We endeavor to keep our customer files complete and accurate. We will give you reasonable access to the

information we have about you. Most of this information is contained in account statements that you receive from us

and applications that you submit to obtain our products and services. We encourage you to review this information

and notify us if you believe any information should be corrected or updated. If you have a question or concern about

your personal information or this privacy notice, please contact your NeX representative.

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Managed Account Agreement

THIS MANAGED ACCOUNT AGREEMENT FOR ADVISORY SERVICES is made and entered into this ______

day of ____________, 20___, by and between NeX Capital Management, LLC, hereinafter referred to as the

“Advisor” or the “Trading Advisor” and _________________________________, hereinafter referred to as the

“Client”.

This Agreement is Entered into Based upon the Following Representations

The Client represents that he has speculative capital for the principal purpose of investing in futures

contracts and options on futures contracts (“Investments”) and has been informed and is fully cognizant of the

possible high risks associated with such investments. The Client represents, warrants and agrees that: (a) All of the

information contained in this Agreement is true, correct and complete as of the date hereof and since Advisor is

relying thereon undersigned will promptly notify the Advisor of any changes herein; (b) The trading in Investments

is within the power of the Client and such activity will in no way contravene the provisions of any statutes, rules or

regulations, judgments, orders or decrees or agreements to which the Client is bound or subject; (c) if Client is a

corporation, limited partnership, or limited liability company, it is duly organized and in good standing under the

laws of the state of its formation and every state in which it does business; (d) The actions of the authorized person

designated on the Agreement to act for the Client has been authorized by all necessary or appropriate corporate

actions if applicable, such person has full authority to execute this Agreement and all related documents on behalf of

the Client and to act for Client in all matters regarding Client’s account(s) and Advisor may at all times rely on the

fact of such authority without any duty to investigate into either the authenticity or extent thereof; (e) If applicable,

Client will confirm the matters contained in part (d) of this paragraph by supplying the Advisor, within a reasonable

time, prior to the commencement of trading, with an executed copy of resolutions of the Board of Directors of Client

in a form prescribed by the Advisor; (f) If Client is a partnership corporation, limited partnership, or limited liability

company, such entity has express authority to speculate in Investments; and (g) Client has never been suspended or

barred from trading by the CFTC or any predecessor agency or any other federal or state regulatory agency or any

exchange or trade association, and Client undertakes to notify the Advisor of any change in such status within two

(2) business days of any such change. This agreement is for the following managed trading program and related

advisory fees as described in NeX Capital Management, LLC’s Commodity Trading Advisor Disclosure Document,

which is incorporated herein by reference.

It is Mutually Agreed That

1. The Client shall execute any and all documents for the purpose of opening a trading account with

Wedbush Securities (“Broker”), a Futures Commission Merchant (“FCM”). The Client shall deposit cash and/or

securities in the amount of $________________________, to be traded pursuant to the Advisor’s Program as

described in the Advisor’s Commodity Trading Advisor Disclosure Document. The Client hereby instructs the

Advisor to trade the Client’s account at a nominal level of $_________________. Upon Client depositing funds into

the managed account the “12 month investment cycle” begins, as stated the Advisor’s Disclosure Document.

2. As compensation for advisory services, the Advisor will receive a management fee of _______%

(_____% annually) of the Net Assets (as defined in the Advisor’s Disclosure Document) in the Client's account at

the beginning of each 12 month investment cycle, or when new funds are deposited into the account managed by the

Advisor. In addition, the Advisor will receive ________% of the Net New Profits (as defined in the Advisor’s

Disclosure Document) the Advisor generates in the Client’s account on an Annual basis, or at the end of each 12

month investment cycle.

3. The Advisor will trade the Investments and will have the exclusive authority to issue all necessary

instructions to the Broker. All such transactions shall be for the account and risk of the Client.

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4. The Advisor will seek capital appreciation in the Client’s Account by trading speculatively in

the Investments.

5. The Advisor’s services are not rendered exclusively for the Client, and the Advisor shall be free

to render similar services to others.

6. This Agreement shall remain in effect until terminated by the receipt of written notice of either

party to the other. The Advisor or Client may terminate this Agreement for any reason upon such notice.

Upon termination of this agreement, the open positions and subsequent management of the Account shall

be the sole responsibility of the Client.

7. The Client agrees to immediately notify the Advisor orally and in writing if the Client is

dissatisfied with the Advisor’s decisions or actions. Written notification of any such complaints should be

sent to the Advisor within ten (10) business days of the event or transaction which lead to the complaint.

Failure on the part of the Client to provide such notification will be deemed to be the Client’s acquiescence

and ratification of the Advisor’s conduct.

8. The Advisor’s recommendations and authorizations shall be for the Account and risk of the

Client. The Advisor makes no guarantee that any of its services will result in a profit to the Client. The

Client has discussed the risks of the futures trading with the Advisor and understands those risks. The

Client assumes the responsibility of losses that may be incurred.

9. The Client agrees to execute a “Limited Power of Attorney” attached hereto authorizing the

Advisor to enter orders for the Investments for the Client’s Account. The Client also agrees to execute any

similar document provided by the Broker to allow the Advisor to enter trades on behalf of the Client.

10. The Client agrees to execute a “Fee Payment Authorization” enabling the Broker to make

payments from the Client’s Account to the Advisor in compensation for services as set forth in this

agreement. The Client also agrees to execute any similar document provided by the Broker to allow such

payments to the Advisor to be made.

11. The Client acknowledges that he has read a copy of the Advisor’s most current Disclosure

Document, including the Risk Disclosure Statement. The Advisor makes no guarantee that any of its

services will result in a gain for the Client. The Advisor will not be liable to the Client or to others except

by reason of acts constituting willful malfeasance or gross negligence as to its duties herein, and disclaims

any liability for human or machine errors in orders to trade or not to trade Investments.

12. In the event that any provisions of this Agreement are invalid for any reason whatsoever, all

other conditions and provisions of the Agreement shall, nevertheless, remain in full force and effect.

13. By depositing funds with the Broker, the Client acknowledges and accepts the propriety of the

Advisor’s trading program and his suitability to bear the economic risk of loss in trading in the

Investments.

14. This Agreement constitutes the entire agreement between the parties, and no modification or

amendments of this Agreement shall be binding unless in writing and by the participants hereto.

15. The Client acknowledges that should Client’s account become underfunded, trading profits

and losses on a percentage basis will be greater than if the account were fully funded and that additional

capital may be required to maintain trading positions.

16. The Client agrees to bring any judicial action, including any complaint, counterclaim, cross

claim, third party complaint or any arbitration proceeding, arising directly or indirectly in connection with

this Agreement or any transaction covered herein or against the Advisor or any person who is an officer,

agent, employee or associated person of the Advisor at the time the cause of action arises, only in courts or

before arbitrators located within Los Angeles, California, unless the Advisor voluntarily in writing

14


expressly submits to another jurisdiction. In the event that the Client brings any judicial action or any

arbitration proceedings against the Advisor, or any person who is an officer, agent, employee, or associated

person of the Advisor, in a court or before arbitrators not located within Los Angeles, California, the

undersigned agrees to transfer the action to a court or before arbitrators in Los Angeles, California. Client

agrees that any hearing held by the Commodity Futures Trading Commission pursuant to its reparations

procedures shall be heard, upon the election of the Advisor, only in Los Angeles, California. Client also

consents and submits to the jurisdiction of any state or federal court located within Los Angeles, California.

This agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

17. The strategies implemented by the Advisor include products such as futures, options on

futures, cash settled index options, and others included under what is considered an exchange traded, cash

settled products. Exchange protocols for these assets imply that the ease of selling short such assets is the

same as buying long such assets. This protocol precludes the use of asset lending and all fees, liquidity

considerations, and interest payments associated with such trading commonly associated with other types

of assets.

18. Client hereby acknowledges, represents and warrants to, and agrees with Advisor, as follows:

(a) Client Assets. Client is the sole owner of all assets in the Account and (i) there are no restrictions on the

transfer, sale or public distribution of any such assets and (ii) no option, lien, charge, security or encumbrance

exists over such assets, except as disclosed to Advisor in writing.

(b) Authority. The Client has full authority and power to engage Advisor under the terms and conditions of this

Agreement, and such engagement does not violate Client’s constituent documents, any other material agreement,

order or judgment of any court or governmental authority, or any law applicable to Client. Client further represents

that all investments permitted herein are within its power to enter into and have been duly authorized.

(c) Authorized Persons. Any individual whose signature is affixed to this Agreement on Client’s behalf has full

authority and power to execute this Agreement on Client’s behalf. The Client shall promptly notify Advisor in

writing of any event that could reasonably be anticipated to affect any such individual’s authority under this

Agreement.

(d) Notice of Certain Events. Client will promptly notify Advisor in writing of any occurrence that results, or

threatens to result, in any representations by Client contained in this Agreement becoming inaccurate, false,

misleading or incomplete.

19. . Responsibility for Expenses. In addition to the Management Fee and Performance Fee Client shall

be responsible for all customary expenses related to the Account or the trading assets of the Account,

including, but not limited to, interest on margin borrowing, Brokerage commissions, Broker and bank service

and account fees, charges and expenses, and interest on Account-related loans and debit balances.

20. Nothing in this Agreement shall be deemed to limit or restrict Advisor’s right, or the right of any of

its officers, directors or employees, to engage in any other business or to devote time and attention to the

management or other aspects of any business, whether of a similar or dissimilar nature, or to render investment

advisory services or services of any kind to any other corporation, firm, association or individual. Client

understands that Advisor provides investment advisory services to numerous other clients and accounts.

Client also understands that Advisor may give advice and take action with respect to any of its other clients

or for its own account which may differ from the timing or nature of action taken by Advisor with respect to

the Account. Nothing in this Agreement shall impose upon Advisor any obligation to purchase or sell or to

recommend for purchase or sale, with respect to the Account, any Investment which Advisor, or its affiliates,

or its or their shareholders, directors, officers or employees may purchase or sell for its or their own account(s)

or for the account of any other client.

21. Liability of Advisor. Except as may otherwise be provided by law, Client specifically agrees that

Advisor shall not be liable for: (a) any loss that Client may suffer by reason of any investment decision made

15


or other action taken or omitted in good faith and with that degree of care, skill, prudence and diligence under

the circumstances then prevailing that a prudent person acting in a like capacity would use in the conduct of

an enterprise of a like character and with like aims; (b) any act or failure to act by any Broker or other person

with whom Advisor or Client may deal in connection with the subject matter of this Agreement; or (c) any

loss or failure or delay in performance of any obligation under this Agreement arising out of or caused, directly

or indirectly, by circumstances beyond Advisor’s reasonable control, including, without limitation, acts of

God, earthquakes, fires, floods, wars, terrorism, civil or military disturbances, sabotage, epidemics, riots,

interruptions, loss or malfunctions of utility, computer software or hardware, transportation or communication

service, accidents, labor disputes, acts of civil or military authority, governmental actions and inability to

obtain labor, material, equipment or transportation.

22. Brokerage. Where Advisor places orders, or directs the placement of orders, for the purchase or sale

of Investments for the Account, in selecting Brokers or dealers to execute such orders, Advisor is expressly

authorized to consider, among other factors, the fact that a Broker or dealer has furnished statistical, research

or other information or services which enhance Advisor’s investment research and portfolio management

capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act

of 1934, as amended, that Advisor may negotiate with and assign to a Broker a commission which may exceed

the commission which another Broker would have charged for effecting the transaction if Advisor determines

in good faith that the amount of commission charged was reasonable in relation to the value of Brokerage and

research services (as defined in Section 28(e)) provided by such Broker, viewed in terms either of the Account

or Advisor’s overall responsibilities to Advisor’s discretionary accounts. Nothing herein shall preclude the

aggregation or “bunching” of orders for the sale or purchase of Investments in the Account with other accounts

managed by Advisor. With respect to the allocation of trades, Advisor shall not favor any account over any

other and purchase or sale orders executed contemporaneously shall be allocated in a manner it deems

equitable among the accounts involved.

23. Confidential Relationship. Each party agrees that all nonpublic confidential information concerning

the other party which may become available to such party in connection with services, transactions or

relationships contemplated in this Agreement shall at all times be treated in strictest confidence and shall not

be disclosed to third persons except as (a) may be required by law or regulatory authority, including but not

limited to any subpoena, administrative, regulatory or judicial demand or court order, (b) as otherwise set

forth in this Agreement, or (c) upon the prior written approval of the other party to this Agreement. Client

authorizes Advisor to disclose average performance statistics of all accounts under management for the

purposes of public disclosure with no dissemination of the client’s individual information of any form. This

information shall only include the average performance of accounts under receiving services from NeX

Capital Management LLC and the total amount of assets held within accounts managed by NeX Capital

Management LLC.

24. Reports and Invoices. Advisor shall send to Client an unaudited report of the Account’s activity on a

monthly basis (including the gains and losses in the Account, the Asset Value of the Account, and the

Performance Fee, if any, owed to the Advisor for such Performance Period). Payment of any Management

Fee or Performance Fee is due to Advisor within (30) days of being issued at the end of each investment

quarter (e.g. last day of March, June, September, December). If the management is not paid to NeX Capital

Management LLC within (30) days of being issued than the payment shall be deducted directly from Client’s

managed account.

25. Tax Issues. Client may have an economic and taxable gain or loss when Investments are sold or

redeemed. Distributions may be taxable as ordinary income. Client is responsible for all tax liabilities arising

from transactions in the Account, for the adequacy and accuracy of any positions taken on your tax returns,

for the actual filing of Client’s tax returns, and the remittance of tax payments to taxing authorities. Tax laws

and regulations change frequently and their application can vary widely based on the specific facts and

circumstances involved. Please consult your own tax adviser regarding your specific tax situation. Client

understands that Advisor may buy and sell Investments held in the Account fairly often and that each purchase

16


and sale may be a taxable event for Client. Any securities Advisor permits Client to deposit, transfer, or

contribute into the Account that Advisor does not elect to retain may be sold at any time after contribution.

Advisor does not offer tax advice and does not actively manage for alternative minimum taxes; state or local

taxes; foreign taxes on non-U.S. investments; or estate, gift, or generation-skipping transfer taxes.

26. Acknowledgment of Investment Risk. Notwithstanding any provision herein to the contrary, Client

understands that the value of investments made for the Account may go down as well as up and is not

guaranteed. Client agrees that Advisor has not made and is not making any guarantees, including without

limitation a guarantee as to any specific level of performance of the Account. Client further understands and

acknowledges that investment decisions made on behalf of Client’s Account by Advisor are subject to various

market, currency, economic, and business risks as well as the risk that those investment decision will not

always be profitable. Client acknowledges that past performance results achieved by accounts supervised or

managed by Advisor are not indicative of the future performance of the Account.

27. Independent Contractor. Advisor is and will hereafter act as an independent contractor and not as an

employee of Client, and nothing in the Agreement may be interpreted or construed to create any employment,

partnership, joint venture or other relationship between Advisor and Client.

28. Termination; Survival. This Agreement may be terminated by either party upon forty-five (45) days’

written notice (whether by email or other written means) to the other party. Such termination will not,

however, affect the liabilities or obligations of the parties under this Agreement arising from transactions

initiated prior to such termination. Sections 6, 10, 12, 13, 20 and 21 shall survive the termination of this

Agreement. Upon any termination of this Agreement, Advisor shall have no further obligations hereunder,

provided that: (a) any liability under this Agreement of one party to the other shall survive and remain in full

force and effect, notwithstanding such termination, with respect to any claim or matter on which either of the

parties has given the other written notice prior to such termination (except that Advisor may render to Client

a statement of fees due Advisor through the date of termination after such date), until such liability has been

finally settled; (b) Advisor retains the right to complete any transactions open as of the termination date and

to retain amounts in the Account sufficient to effect such completion; and (c) Advisor shall be entitled to its

fees and expenses, pro-rated to the date of termination. Upon termination, it shall be Client’s exclusive

responsibility to issue instructions in writing regarding any assets in the Account.

This Agreement shall automatically terminate in the event of (a) the death of both Matthew Johnson and Jacob

Wohl or (b) an adjudication in a final non-appealable decision on the merits of a court of competent

jurisdiction that both Matthew Johnson and Jacob Wohl are physically or mentally incapable of making

investment decisions on behalf of the Client. In the event of such automatic termination, Client Investments

may be redeemed within forty-five (45) days, with all positions being closed at no additional cost to Client.

29. Assignment. This Agreement may not be assigned, in whole or in part, by Advisor without the prior

written consent of Client. Subject to the preceding sentence, Advisor may delegate all or part of its duties

under this Agreement to any affiliate.

30. Communications. All reports and other communications required hereunder to be in writing shall be

delivered in person or sent via mail or electronic mail.

31. Governing Law; Venue. This Agreement shall be governed by and construed and enforced in

accordance with the laws of the United States and with the laws of the State of Delaware without giving effect

to the choice of law or conflict of law provisions thereof. The parties hereby consent to jurisdiction and venue

in the federal and state courts located in Los Angeles, CA.

32. Entire Agreement; Modification. This Agreement: (a) sets forth the entire understanding of the parties

with respect to the subject matter hereof; (b) supersedes any and all previous agreements, understandings and

communications, oral or written, regarding this subject matter; and (c) may not be modified, amended, or

waived except by a specific written instrument duly executed by the party against whom such modification,

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amendment, or waiver is sought to be enforced. In the event of any conflict or inconsistency with this

Agreement and any instructions or investment guidelines that are not made part of this Agreement or any

investment policy statement, this Agreement will control.

33. Headings. The headings of the sections of this Agreement are for convenience of reference only and

will not affect the meaning or operation of this Agreement. As used herein, references in the singular shall,

as and if appropriate, include the plural.

34. Counterparts. This Agreement may be executed in any number of counterparts, each of which will

be deemed an original, but all of which together will constitute one and the same instrument.

35. Severability. In the event that any provision of this Agreement is deemed to be void, voidable, illegal,

or invalid for any reason, such provision will be of no force and effect only to the extent that it is so declared

void, voidable, illegal, or invalid. All of the provisions of this Agreement not specifically found to be so

deficient will remain in full force and effect.

36. Liquidations and Withdrawals. Client may liquidate up to 50% of the net asset value of the managed

account with no penalty due to the Management Company. In order to liquidate more than 50% of the net

asset value of the managed account, Client shall provide (45) days written notice (via electronic email or by

other written means) to the Management Company. If Client shall liquidate greater than 50% of the net asset

value of the account without providing (45) days written notice, then Client shall be subject to a 1% fee of

the net asset value of the managed account payed to the Management Company.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and

year first written above.

___________________________________________

Account Name

_______________________________ _______________________________ __________

Client’s Signature Print Name and Title Date

_______________________________ _______________________________ __________


*Note: If a joint account or general partnership, all persons must sign.

If this is a limited partnership account, the general or managing partner(s) must sign.

Accepted:


By: __________________________ Date: _________

Name: Jacob Wohl Title: Manager

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Fee Payment Authorization

TO BROKERAGE FIRM: Wedbush Securities

ADDRESS: 1920 E Maple Ave, El Segundo, CA 90245

CITY AND STATE: El Segundo, CA

The undersigned hereby agrees to the following:

1. As compensation for its advisory services, the Commodity Trading Advisor, NeX Capital Management,

LLC

(“the Advisor”), will charge management and incentive fees which will be debited directly from Client’s

trading account.

2. Client authorizes the above named carrying brokers to debit Client’s account and pay to the Advisor the

fees referenced above.

3. Client holds the carrying broker harmless and indemnifies the Clearing Broker from any losses arising out

of payment of such fees to the Advisor.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first

written above

___________________________________________

Account Name

_______________________________ _______________________________ __________


_______________________________ _______________________________ __________




Accepted:


By: __________________________ Date: _________


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Limited Power of Attorney

TO BROKERAGE FIRM: Wedbush Securities

The undersigned hereby authorizes NeX Capital Management, LLC, a Commodity Trading Advisor

(“Advisor”), as his agent and attorney-in-fact to buy and sell (including “short” sales) commodity futures on

margin and options thereon or otherwise for the undersigned’s account and risk including the purchase and

sale of U.S. Treasury Bills and investments in money market funds accounts. The undersigned hereby agrees

to indemnify and hold the brokerage firm harmless from all loss, cost, indebtedness and liabilities arising

there from. In all such purchases and sales, you are authorized to follow the instructions of the aforesaid agent

in every respect concerning the undersigned’s account with you; and except as herein otherwise provided, the

Advisor is authorized to act for the undersigned in the same manner and with the same force and effect as the

undersigned might or could do with respect to such purchases and sales as well as with respect to all other

things necessary or incidental thereto, except that the Advisor is not authorized to withdraw any money,

securities, or other property either in the name of the undersigned or otherwise other than in conjunction with

payment of fees owed to the Advisor. The undersigned hereby ratifies and confirms any and all transactions

with you heretofore or hereafter made by the aforesaid agent on behalf of or for the account of the

undersigned. This authorization and indemnity is in addition to (and in no way limits or restricts) any rights

which you may have under any other agreement to agreements between you and the undersigned. This

authorization and indemnity is a continuing one and shall remain in full force and effect until revoked by the

undersigned by a written notice addressed to you and delivered to you at the above address, but such

revocation shall not affect any liability in any way resulting from transactions initiated prior to such

revocation. This authorization and indemnity shall inure to your benefit and that of your successors and

assigns.


written above

___________________________________________

Account Name

_______________________________ _______________________________ __________


_______________________________ _______________________________ __________




Accepted:


By: __________________________ Date: _________


20


Acknowledgement of Receipt of NeX Capital Management, LLC’S Commodity

Trading Advisor Disclosure Document

To Whom It May Concern:

This is to acknowledge that I have received a copy of the Disclosure Document of Strat Asset Management,

LLC, Commodity Trading Advisor, dated February 8, 2013, describing the trading program pursuant to which

my account will be directed.


written above

___________________________________________

Account Name

_______________________________ _______________________________ __________


_______________________________ _______________________________ __________




Accepted:


By: __________________________ Date: _________


21


Client Information National Futures Association Compliance Rule 2-30 requires commodity trading advisors to request information

about each individual client’s occupation, estimated annual income, net worth and previous investment experience

before opening a managed futures account. If the account is opened by someone other than an individual (example,

corporation), this information is not required to be completed.

Type of Account:

Individual _________ Corporate _______________

Joint ______________ Other __________________

Client’s Full Name: _________________________________________

Client’s Address: ___________________________________________

___________________________________________

Telephone # ___________________________________________

Client’s Principal Occupation or Business: _________________________

Client’s Age:___________________

Client’s Estimated Annual Income: _______________________________

Client’s Net Worth: _________________

(the excess of assets over liabilities, exclusive of home, furnishings and automobiles)

Number of Dependents: ______________

Investment Experience:

Stocks/Bonds: Yes____ No____ # of Years _____________

Mutual Funds: Yes____ No____ # of Years _____________

Options: Yes____ No____ # of Years _____________

Commodities: Yes____ No____ # of Years _____________

Commodity Pools: Yes____ No____ # of Years _____________

22


Client Authorization for “Give-Up” Orders The undersigned Client(s) authorizes NeX Capital Management, LLC (“NeX”) to execute orders on behalf

of the Client’s account on a “Give-Up” basis. NeX shall have the authority to designate the FCM or Floor Broker

who will act as Executing Broker for trades entered into the market on behalf of the Client’s account. The Executing

Broker will “Give-Up” the orders to the Client’s Clearing Broker, for the Client’s account held at the Clearing

Broker. The Clearing Broker will be acting as the carrying broker and will carry these positions.

The Client understands that the Executing Broker will charge fees for “Give-Up” orders to the Clearing

Broker. The Client agrees that in some cases the Clearing Broker will have to be reimbursed by the Client’s

account held at the Clearing Broker. The Client authorizes NeX to enter into all arrangements on the Client’s

behalf, which are necessary or appropriate in the judgment of NeX to carry out the obligations of NeX in

setting-up and executing the “Give-Up” order process. The Client authorizes NeX to negotiate any such

agreements up to, but not in excess of, “Give-Up” charges amounting to $22.00 per half round turn trade. The

Client must approve any charges in excess of this amount.


written above

___________________________________________

Account Name

_______________________________ _______________________________ __________


_______________________________ _______________________________ __________




Accepted:


By: __________________________ Date: _________


23


Letter of Commitment The undersigned hereby acknowledges that the undersigned has committed money, securities or other tangible

property ("Funds") in the total amount of $_______________________, to a managed account trading program

directed by NeX Capital Management, LLC (“NeX”), a registered Commodity Trading Advisor (“CTA”). Of this

amount, $ ___________________ has been placed in a regulated commodity account (# ___________________)

with Wedbush Securities, a registered futures commission merchant (“FCM”) as an initial deposit. The difference

between the total Funds committed and the value of the equity in the regulated commodity account shall be known

as the "Balance of Funds". The balance of funds is being/will be held in the following other account(s) held by the

FCM (committed only for the managed account program that is directed by NeX).

Account Name Account Number

___________ _____________

___________ _____________

The undersigned further acknowledges that this balance of funds will be available at all times for

automatic transfer to the regulated commodity account, by the FCM, until further notice by the undersigned. The

above-named FCM is hereby instructed to provide NeX, for the duration of the period for which its manage the

commodity account with all monthly statements and confirmations for the above-listed accounts for the express

purpose of verifying on a periodic basis the total funds committed to NeX.


written above

___________________________________________

Account Name

_______________________________ _______________________________ __________


_______________________________ _______________________________ __________




Accepted:


By: __________________________ Date: _________


24


Notional Funds Letter The undersigned hereby acknowledges that the undersigned has opened an account with NeX Capital Management,

LLC. For the purpose of trading limits and any fee calculations, this account is determined to have a trading level of

$___________________ with $___________________being deposited with Wedbush Securities, a registered

Futures Commission Merchant. The balance of the account will be considered "notional" funds. Any cash additions

and withdrawals to the account do affect the level of the trading account, and are to be considered a change in the

amount of notional funds. Any change in the trading level of the account would require a new letter stating the

amount of such level.


written above

___________________________________________

Account Name

_______________________________ _______________________________ __________


_______________________________ _______________________________ __________




Accepted:


By: __________________________ Date: _________


25


Arbitration Agreement The undersigned client (“Client”) hereby agrees that any claim or controversy between Client

and NeX Capital Management, LLC or any of its employees, affiliates, or agents, or its or their

respective successors or assigns (collectively referred to as “NeX”) arising directly or indirectly

out of, or relating to, the Managed Account Agreement between Client and NeX (the “Advisory

Agreement”) or any of the account opening documentation, including but not limited to the

Limited Power of Attorney, Fee Payment Authorization, Letter of Commitment, Notional Funds

Letter or Client Authorization for Give Up Orders, or in connection with Client’s accounts with

NeX, transactions between Client and NeX or any other document or agreement now or hereafter

existing that relates to Client’s accounts with NeX, or any breach of any of them or any

transactions effected pursuant to them shall, except as provided below, be resolved by binding

arbitration before a forum chosen in accordance with the following procedure. At such time as

Client notifies NeX or any of its affiliates that Client intends to submit a claim or controversy to

arbitration or at such time as NeX or any of its affiliates notifies Client that NeX or any of its

affiliates intends to submit a claim or controversy to arbitration, Client shall have the opportunity

to choose a forum from a list of three or more qualified forums provided to Client by NeX within

10 days of notification that a claim or controversy is being submitted for arbitration. If client

fails to make a selection of a qualified forum within 45 days or receipt of such list, NeX shall

have the right to select a qualified forum from the list. A “qualified forum” is an organization

whose procedures for conducting arbitrations comply with the requirements of United States

Commodity Trading Commission (“CFTC”) Regulation Section 166.5. The National Futures

Association will be one of the forums offered. Any award rendered by the arbitrators shall be

final and binding on and judgment may be entered in any court having jurisdiction. NeX

acknowledges that NeX or any of its affiliates who is a party to any controversy arbitrated

pursuant to this Arbitration Agreement shall be required to pay any incremental fees which may

be assessed by a qualified forum for provision of a mixed arbitration panel, unless the

arbitrator(s) hearing the controversy shall determine that Client has acted in bad faith in initiating

or conducting the arbitration. A “mixed arbitration panel” is an arbitration panel composed of

one or more persons, a majority of whom are not members of a contract market or employed by

or otherwise associated with a member of a contract market and are not otherwise associated

with a contract market. Any hearing held to resolve any claim or controversy between Client and

NeX under this Arbitration Agreement shall take place in Los Angeles, California. Client agrees

that in any arbitration proceeding under this Arbitration Agreement Client shall not claim and

shall not be entitled to lost opportunity costs, consequential damages, treble damages, or punitive

damages. In any arbitration proceeding where NeX is deemed to be the prevailing party, Client

agrees that Client shall be responsible for the payment of NeX’s costs incurred in defending

Client’s claim, including NeX’s attorney’s fees. Any award rendered in any arbitration

conducted pursuant to this Arbitration Agreement shall be final and binding on and enforceable

each and/or all of the parties hereto and their personal representatives in accordance with the

substantive law of the State of Delaware, and judgment may be entered on any such award by

any court having jurisdiction thereof.

THREE FORUMS EXIST FOR THE RESOLUTION OF COMMODITY DISPUTES: CIVIL

COURT LITIGATION, REPARATIONS AT THE COMMODITY FUTURES TRADING

COMMISSION (CFTC), AND ARBITRATION CONDUCTED BY A SELF-REGULATORY

OR OTHER PRIVATE ORGANIZATION.

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THE CFTC RECOGNIZES THAT THE OPPORTUNITY TO SETTLE DISPUTES BY ARBITRATION MAY

IN SOME CASES PROVIDE MANY BENEFITS TO CUSTOMERS, INCLUDING THE ABILITY TO

OBTAIN AN EXPEDITIOUS AND FINAL RESOLUTION OF DISPUTES WITHOUT INCURRING

SUBSTANTIAL COSTS. THE CFTC REQUIRES, HOWEVER, THAT EACH CUSTOMER INDIVIDUALLY

EXAMINE THE RELATIVE MERITS OF ARBITRATION AND THAT YOUR CONSENT TO THIS

ARBITRATION AGREEMENT BE VOLUNTARY.


written above

___________________________________________

Account Name

_______________________________ _______________________________ __________


_______________________________ _______________________________ __________




Accepted:


By: __________________________ Date: _________


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