**EXHIBIT 10.01(m)**

** **

**ADVISORY AGREEMENT**

** **

**among**

** **

**PROSPECT GLOBAL HORIZONS, LLC,**

** **

**BLACKROCK INVESTMENT MANAGEMENT, LLC,**

** **

**and**

** **

**PIA CAPITAL MANAGEMENT LP**

 

**Dated asof March 25, 2010**

 

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**ADVISORYAGREEMENT**

 

**Table ofContents**

 
| ** **                                                               | ** **                                                | **Page** |
|--------------------------------------------------------------------------|-----------------------------------------------------------|----------|
|                                                                     |                                                      |     |
| 1.                                                                       | Undertakings  in Connection with Offering of Units        | 1        |
| 2.                                                                       | Duties  of the Trading Advisor                            | 2        |
| 3.                                                                       | Trading  Advisor Independent                              | 4        |
| 4.                                                                       | Commodity  Broker; Floor Brokers                          | 4        |
| 5.                                                                       | Allocation  of Company Assets to Trading Advisor          | 5        |
| 6.                                                                       | Incentive  Fee                                            | 6        |
| 7.                                                                       | Term  and Termination                                     | 7        |
| 8.                                                                       | Right  to Advise Others; Uniformity of Acts and Practices | 7        |
| 9.                                                                       | Speculative  Position Limits                              | 8        |
| 10.                                                                      | Additional  Undertakings by the Trading Advisor           | 8        |
| 11.                                                                      | Representations  and Warranties                           | 8        |
| 12.                                                                      | Entire  Agreement                                         | 11       |
| 13.                                                                      | Indemnification                                           | 11       |
| 14.                                                                      | Assignment                                                | 13       |
| 15.                                                                      | Amendment;  Waiver                                        | 13       |
| 16.                                                                      | Severability                                              | 13       |
| 17.                                                                      | Notices                                                   | 13       |
| 18.                                                                      | Governing  Law                                            | 14       |
| 19.                                                                      | Consent  to Jurisdiction                                  | 14       |
| 20.                                                                      | Remedies                                                  | 14       |
| 21.                                                                      | Promotional  Material                                     | 14       |
| 22.                                                                      | Confidentiality                                           | 15       |
| 23.                                                                      | Survival                                                  | 15       |
| 24.                                                                      | Counterparts                                              | 15       |
| 25.                                                                      | Headings                                                  | 15       |
| Appendix  A - List of Authorized Traders                                 | A-1                                                       |
|                                                                     |                                                      |
| Appendix  B — List of Commodity Interests Traded by Trading Advisor | B-1                                                       |
|                                                                     |                                                      |
| Appendix  C - Commodity Trading Authority                                | C-1                                                       |
|                                                                     |                                                      |
| Appendix  D — Account Minimum                                       | D-1                                                       |

 

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** **

**ADVISORY AGREEMENT**

 

THIS ADVISORY AGREEMENT(the “Agreement”), made as of this 25th day of March 2010, among PROSPECT GLOBALHORIZONS, LLC, a Delaware limited liability company (the “Company”), BLACKROCKINVESTMENT MANAGEMENT LLC, a Delaware limited liability company and the managerof the Company (the “Manager”), and PIA CAPITAL MANAGEMENT LP (the “TradingAdvisor”);

 

WITNESSETH:

 

WHEREAS, the Companytrades, buys, sells or otherwise acquires, holds or disposes of forwardcontracts, futures contracts for commodities, financial instruments andcurrencies on United States and foreign exchanges, any rights pertainingthereto and any options thereon or on physical commodities, as well as suchother financial instruments as may be permitted by the Fund’s (as definedbelow) governing and offering documents from time to time, and engages in allactivities incident thereto (the foregoing forms of investment beingcollectively referred to herein as “commodity interests”);

 

WHEREAS, the sole holderof interests in the Company as of the date hereof, BlackRock Global Horizons I,LP (the “Fund”), is now offering Units of Limited Partnership Interest in theFund (“Units”) for sale to investors in an offering exempt from registrationunder the Securities Act of 1933, as amended (the “1933 Act”), pursuant to Section 4(2) thereofand Rule 506 under Regulation D promulgated thereunder, as described inthe Fund’s Confidential Private Placement Memorandum (the “Memorandum”) thathas been filed with the Commodity Futures Trading Commission (the “CFTC”) andthe National Futures Association (the “NFA”) pursuant to the Commodity ExchangeAct, as amended (the “CEA”), the commodity pool operator and commodity tradingadvisor regulations promulgated under the CEA by the CFTC (the “CommodityRegulations”), and NFA rules promulgated under the CEA (the “NFA Rules”);

 

WHEREAS, the Fund hadpreviously sold Units publicly pursuant to an effective registration under the1933 Act.  Such public offering wasdiscontinued in 1998, and the Units now being offered are the same class of equitysecurities as the outstanding Units;

 

WHEREAS, the TradingAdvisor is engaged in the business of, among other things, making tradingdecisions on behalf of investors in the purchase and sale of certain commodityinterests; and

 

WHEREAS, the Companydesires the Trading Advisor, upon the terms and conditions set forth herein, toact as a trading advisor for the Company and to make commodity interestsinvestment decisions for the Company with respect to the Company’s assets fromtime to time, and the Trading Advisor desires to so act;

 

NOW, THEREFORE, theparties hereto do hereby agree as follows:

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# 1.             Undertakings in Connection with Offering of Units.

##  

## (a)           Undertakings by the Trading Advisor. The Trading Advisor agrees to use its best efforts to cooperate with theFund and the Manager in amending the Memorandum, 

 

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## including without limitation by providing, as promptlyas may be reasonably practicable, all information (if any) regarding theTrading Advisor and its principals which the Manager reasonably believes to benecessary or advisable to include in the Memorandum, as the same may be amendedfrom time to time; provided, that nothing herein shall require the TradingAdvisor to disclose any proprietary or confidential information related to itstrading programs, systems or strategies or to its clients.

##  

## (b)           Certain Defined Terms. As used in this Agreement, the term “principal” shall have the samemeaning given to such term in Section 4.10(e) of the CommodityRegulations, and the term “affiliate” shall mean an individual or entity(including a stockholder, director, officer, employee, agent, or principal)that directly or indirectly controls, is controlled by, or is under commoncontrol with any other individual or entity. Other terms used but not defined herein have the meanings ascribed tothem in the Memorandum.

##  

## (c)           Use of Memorandum and Other Solicitation Material. Neither the Trading Advisor, its principals nor any of its employees,affiliates or agents, the employees, affiliates or agents of such affiliates,or their respective successors or assigns shall use, publish, circulate ordistribute the Memorandum (including any amendment or supplement thereto) orany related solicitation material nor shall any of the foregoing engage in anymarketing, sales or promotional activities in connection with the offering ofUnits, except as may be requested by the Manager and agreed to by the TradingAdvisor.

##  

## (d)           Updated Performance Information. While Units continue to be offered and sold, the Trading Advisor, at itsown expense, shall promptly provide the Fund and the Manager with complete andaccurate performance information on a monthly basis reflecting the actualperformance of the accounts directed by the Trading Advisor up to the latestpracticable date prior to the date of the Memorandum as amended orsupplemented, together with any reports or letters relating to such performancedata received from accountants and in the possession of the Trading Advisor, insuch form as to allow the Fund and the Manager to comply with applicableCommodity Regulations and NFA Rules.

##  

## (e)           Access to Books and Records. Upon reasonable notice to the Trading Advisor, the Company or theManager shall have the right to have access to the Trading Advisor’s offices inorder to inspect and copy such books and records during normal business hoursas may enable them to verify the accuracy and completeness of or to supplementas necessary the data furnished by the Trading Advisor pursuant to Section l(d) ofthis Agreement or to verify compliance with the terms of this Agreement(subject to such restrictions as the Trading Advisor may reasonably deemnecessary or advisable so as to preserve the confidentiality of proprietaryinformation concerning such trading systems, methods, models, strategies andformulas and of the identity of the Trading Advisor’s clients).

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# 2.             Duties of the Trading Advisor.

##  

## (a)           Speculative Trading.  As of thedate of this Agreement, the Trading Advisor acts as a trading advisor for theCompany.  The Trading Advisor and theCompany agree that in managing the assets of the Company, the Trading Advisorshall utilize its Discretionary Global Macro Program (the “Program”) asdescribed in the Confidential Offering Memorandum for the Pia Macro Fund Ltd.(the “Confidential Offering Memorandum”). The 

 

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## Trading Advisor may trade a different portfolio forthe Company only with the consent of the Manager.  Except as provided otherwise in this Section 2,the Trading Advisor shall have sole and exclusive authority and responsibilityfor directing the investment and reinvestment of the Company’s assets utilizingthe Program pursuant to and in accordance with the Trading Advisor’s bestjudgment and its approach as described in the Confidential Offering Memorandum,and as refined and modified from time to time in the future in accordanceherewith, for the period and on the terms and conditions set forth herein.  Only those individuals currently employed bythe Trading Advisor and listed in Appendix A are permitted to implement tradesfor the Company.  Notwithstanding theforegoing, the Company or the Manager may override the trading instructions ofthe Trading Advisor to the extent necessary: (i) to fund any distributions or redemptions of Units to be made bythe Fund; (ii) to pay the Company’s or the Fund’s expenses; and/or (iii) tocomply with speculative position limits; provided that the Company and theManager shall permit the Trading Advisor three days in which to liquidatepositions for the purposes set forth in clauses (i)-(ii) prior toexercising its override authority.  TheTrading Advisor will have no liability for the results of any of the Manager’sinterventions in (i)-(ii), above.

 

The Company and the Managerboth specifically acknowledge that in agreeing to manage the Company, theTrading Advisor is not making any guarantee of profits or of protectionsagainst loss.

 

The Trading Advisor shallgive the Company and the Manager prompt written notice of any proposed materialchange in the Program or the manner in which trading decisions are to be madeor implemented and shall not make any such proposed material change withrespect to trading for the Company without having given the Company and theManager at least 30 days’ prior written notice of such change.  The addition and/or deletion of commodityinterests from the Company’s portfolio managed by the Trading Advisor shall notbe deemed a change in the Trading Advisor’s trading approach and prior written noticeto the Company or the Manager shall not be required therefor, except as setforth in section 2(b) below; provided that, with respect to theCompany, the Trading Advisor may trade a different trading program in managingthe Company only with the consent of the Manager.

##  

## (b)           List of Commodity Interests Traded by the TradingAdvisor.  The Trading Advisor shall provide the Companyand the Manager with a complete list of commodity interests which it intends totrade on the Company’s behalf.  Allcommodity interests other than regulated futures contracts and options onregulated futures contracts traded on a qualified board or exchange in theUnited States shall be listed on Appendix B to this Agreement.  The addition of commodity interests (otherthan forward contracts on foreign currencies) to the Company’s portfoliomanaged by the Trading Advisor as set forth in Appendix B to this Agreementshall require prior written notice to the Company or the Manager and anamendment to Appendix B.

##  

## (c)           Investment of Assets Held in Securities and Cash. Notwithstanding any provision of this Agreement to the contrary, theCompany and the Manager, and not the Trading Advisor, shall have the sole andexclusive authority and responsibility with regard to the investment, maintenanceand management of the Company’s assets other than in respect of the TradingAdvisor’s trading of the Company’s assets in commodity interests or otherfinancial instruments as may be agreed and reflected in Appendix B from time totime.

 

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## (d)           Trading Authorization.  Prior to theCompany’s acceptance of trading advice from the Trading Advisor in accordancewith this Agreement, the Company shall deliver to the Trading Advisor a tradingauthorization in the form of Appendix C hereto appointing the Trading Advisoras an agent of the Company and attorney-in-fact for such purpose.

##  

## (e)           Delivery of Confidential Offering Memorandum. The Trading Advisor shall, during the term of this Agreement, deliver tothe Company copies of all updates to the Confidential Offering Memorandumpromptly following preparation of such updates.

##  

## (f)            Trade Reconciliations.  The TradingAdvisor acknowledges its obligation to review its commodity interest positionson a daily basis and to notify the Company and the Manager promptly of anyerrors committed by the Trading Advisor or any trade which the Trading Advisorbelieves was not executed in accordance with its instructions and which cannotbe promptly resolved. The Trading Advisor will use its own systems to evaluatetrade and portfolio information until it receives the necessary informationfrom the Company, upon which time the Trading Advisor will use the informationfrom the Company to evaluate the trade and portfolio information.

##  

## (g)           Trade Information.   The TradingAdvisor shall use reasonable best efforts to provide trade information to OMRSystems by electronic file by 6:00 p.m., and in no event later than 7:00 p.m.,on the date of any trade made on behalf of the Company.

#  

# 3.             Trading Advisor Independent. For all purposes of this Agreement, the Trading Advisor shall be deemedto be an independent contractor and shall have no authority to act for orrepresent the Company in any way and shall not otherwise be deemed to be an agentof the Company.  Nothing contained hereinshall create or constitute the Trading Advisor and any other trading advisorfor the Company, the Fund or the Manager as a member of any partnership, jointventure, association, syndicate, unincorporated business or other separateentity, nor shall this Agreement be deemed to confer on any of them anyexpress, implied, or apparent authority to incur any obligation or liability onbehalf of any other.  The parties acknowledgethat the Trading Advisor has not been an organizer or promoter of the Fund.

#  

# 4.             Commodity Broker; Floor Brokers.

##  

## (a)           Clearing of All Trades.  The TradingAdvisor shall clear orders for all commodity interest transactions for theCompany through such commodity broker or brokers as the Company shall designatefrom time to time in its sole discretion (the “Clearing Broker”).  The Trading Advisor will not, without theconsent of the Manager, trade on a “give up” basis through floor brokers notassociated with the Clearing Broker.  TheManager will review and approve or disapprove all executing brokers proposed bythe Trading Advisor for the Company’s account. The Manager agrees that it will only disapprove a proposed executingbroker suggested by the Trading Advisor for cause and that, if an executingbroker is approved, the Company will not hold the Trading Advisor liable forany error or breach of contract by any such executing broker, barringnegligence, misconduct or bad faith on the part of the Trading Advisor.  Even if such floor brokers receive theManager’s consent to execute trades on behalf of the Company, all such tradeswill be “given-up” to be carried by the Clearing Broker.  The Trading Advisor shall receive copies ofall daily and monthly brokerage statements for the Company directly from theClearing Broker.

 

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The parties acknowledgethat the Trading Advisor has no authority or responsibility for selecting acommodity broker or dealers or for the negotiation of brokerage commission rates.  If necessary for the Trading Advisor to tradepursuant to the Program, the Company shall provide adequate dealing lines ofcredit for the Trading Advisor to place orders for spot and forward currencycontracts on behalf of the Company.

##  

## (b)           Forward Trading.  All forwardtrades for the Company shall be executed through the forward dealer(s) (whichmay be affiliates of the Manager) designated by the Manager, provided that atthe request of the Trading Advisor, the Manager may consent to some other forwardtrading arrangement, which consent shall not be unreasonably withheld.  The Trading Advisor shall use such otherbanks or dealers only for what the Trading Advisor, in good faith, believes tobe good cause.

##  

## (c)           Floor Brokerage. Notwithstanding Section 4(a) of this Agreement, the TradingAdvisor may place orders for commodity interest transactions for the Companythrough floor brokers selected by the Trading Advisor, and approved by theManager, such approval not to be unreasonably withheld.  Such floor brokers shall “give up” all tradeson behalf the Company to the Clearing Broker for clearance.

 

The brokerage and floorcommissions, “give-up” fees and other transaction costs charged by any floorbroker to effect Company transactions shall be subject to the approval of theManager, such approval not to be unreasonably withheld provided that such feesand transaction costs are competitive with the Clearing Broker’s standardrates.

#  

# 5.             Allocation of Company Assets to Trading Advisor;Allocation of Receipts and Charges.

##  

## (a)           The Manager has allocated a portion of the Fund’sassets to the Company to be managed in accordance with the terms of thisAgreement.  The Manager may, in its solediscretion, reallocate Fund assets by contributing to or withdrawing amountsfrom the Company as of any month-end.

##  

## (b)           Gains and receipts (e.g., trading profits and, in someinstances, interest income), losses and charges (e.g., trading losses, TradingAdvisor management fees, incentive fees and brokerage commissions) specific tothe Company shall be allocated entirely to the Company.  Gains and receipts, losses and charges notspecific to (i) the Company or (ii) any other company or account heldby the Fund and managed by a specific trading advisor, shall be allocated amongall of the companies and accounts of the Fund managed by the different tradingadvisors, including the Company, *pro rata* basedon the beginning of month value of each such company and account afterreduction for account specific charges. The value of the Company after taking into account all realized andunrealized gains and losses is the Company’s “Mark-to-Market Value.”

##  

## (c)           The value of the Company determined by deducting fromthe Company’s Mark-to-Market Value all charges and reserves (including but notlimited to charges specific to the Company provided for in Section 5(b),the Company’s pro rata share of Fund distribution fees, transfer agent fees,administrator’s fees, brokerage commissions and the Manager’s 

 

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## Sponsor Fee) except any charges or accruals for thefees provided for in Section 6 is the Company’s “Net Asset Value BeforeFees.”

#  

# 6.             Fees.

##  

## (a)           Management Fee.  Byapproximately ten business days of each calendar month-end, the Company willpay the Trading Advisor a Management Fee equal to **[**       **]***of theCompany’s month-end Net Asset Value Before Fees.  The resulting balance after payment of theManagement Fee is the Company’s “Post MF Net Asset Value.”  The Company’s balance after any furtherreduction for the Incentive Fee provided for in Section 6(b) is theCompany’s “Net Asset Value.”

##  

## (b)           Incentive Fee.

###  

### (i)               The Company will pay to the Trading Advisor, **[**         **]*** (“Incentive Fee Calculation Date”), an Incentive Feeequal to **[**    **]***of any New Trading Profit recognizedby the Company as of such Incentive Fee Calculation Date.

###  

### (ii)              Subject to the adjustments contemplated below, NewTrading Profit equals any increase in the Mark-to-Market Value of the Companyas of the current Incentive Fee Calculation Date over the High Water Markattributable to the Company.  New TradingProfit will be calculated prior to reduction for any accrued Incentive Fees**[**        **]**.*

###  

### (iii)             The High Water Mark attributable to the Company shallbe equal to the highest Net Asset Value of the Company (for avoidance of doubt,after reduction for the Incentive Fee then paid), as of any preceding IncentiveFee Calculation Date.  The High WaterMark shall be increased dollar-for-dollar by any capital allocated to the Companyand decreased proportionately when capital is reallocated away from the Company(other than to pay expenses).  Theproportionate reduction made as a result of a reallocation shall be calculatedby multiplying the High Water Mark in effect immediately prior to suchreallocation by the fraction the numerator of which is the Net Asset Value ofthe Company immediately following such reallocation and the denominator ofwhich is the Net Asset Value of the Company immediately before suchreallocation.

###  

### (iv)             If an Incentive Fee is paid as of an Incentive FeeCalculation Date, the High Water Mark is reset to the Net Asset Value of theCompany immediately following such payment.

###  

### (v)              When there is an accrued Incentive Fee at the time anyreallocation from the Company is made, the Incentive Fee attributable to suchreallocation will be paid.  SuchIncentive Fee shall be determined by multiplying the Incentive Fee that wouldhave been paid had the date of the reallocation been an Incentive FeeCalculation Date by the fraction the numerator of which is the amount of thereallocation and the denominator of which is the Post MF Net Asset Value of theCompany immediately prior to the reallocation, in each case prior to 

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### * Confidential material redacted and filed separatelywith the Commission.

 

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### reduction for the accrued Incentive Fee.  Such Incentive Fee will be paid from andreduce the amount of the reallocation.

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### (vi)             Interest income shall not be included in any of theforegoing calculations.  For theavoidance of doubt, no Incentive Fee shall be payable on any interest incomeearned by the Company.

###  

### (vii)            Termination of this Agreement shall be treated as anIncentive Fee Calculation Date.

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# 7.             Term and Termination.

##  

## (a)           Term and Renewal.  ThisAgreement shall continue in effect until December 31, 2010.  Thereafter, this Agreement shall beautomatically renewed for successive one-year periods, on the same terms,unless terminated by either the Trading Advisor or the Company upon 90 days’notice to the other party.

##  

## (b)           Termination. Notwithstanding Section 7(a) hereof, this Agreement shallterminate:

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### (i)               immediately if the Company shall terminate and bedissolved in accordance with the Limited Liability Company Agreement orotherwise;

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### (ii)              at the discretion of the Manager as of the end of anymonth;

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### (iii)             at the discretion of the Trading Advisor, as of thefollowing month-end, should any of the following occur:  (1) the assets managed by the TradingAdvisor decrease to less than $1,000,000 at the close of business on any day; (2) theTrading Advisor has determined to cease managing any customer accounts pursuantto the Program or (3) the Company fails to meet or maintain the AccountMinimum described in Appendix D; or

###  

### (iv)             at the discretion of the Trading Advisor as of the endof any month upon 90 days’ prior written notice to the Manager.

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# 8.             Right to Advise Others; Uniformity of Acts andPractices.

##  

## (a)           During the term of this Agreement, the Trading Advisorand its affiliates shall be free to advise other investors as to the purchaseand sale of commodity interests, to manage and trade other investors’ commodityinterests accounts and to trade for and on behalf of their own proprietarycommodity interests accounts.  However,under no circumstances shall the Trading Advisor or any of its affiliates favorany commodity interests account directed by any of them (regardless of the dateon which they began or shall begin to direct such account) over the Company’saccount, giving due consideration to the trading program which the Manager hasrequested the Trading Advisor to trade on behalf of the Company.  For purposes of this Agreement, the TradingAdvisor and its affiliates shall not be deemed to be favoring another commodityinterests account over the Company’s account if the Trading Advisor or itsaffiliates, in accordance with specific instructions of the owner of suchaccount, trade such account at a degree of leverage or in accordance withtrading policies which shall be different from that which shall normally beapplied to substantially all of the Trading Advisor’s other accounts or if 

 

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## the Trading Advisor or its affiliates, in accordancewith the Trading Advisor’s money management principles, shall not trade certaincommodity interests contracts for an account based on the amount of equity insuch account.

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## (b)           The Trading Advisor understands and agrees that it andits affiliates shall have a fiduciary responsibility to the Company under thisAgreement.

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## (c)           At the request of the Company, the Trading Advisor andits affiliates shall promptly make available to the Company (if available to itwithout unreasonable efforts) copies of the normal daily, monthly, quarterlyand annual, as the case may be, written reports reflecting the performance ofall commingled funds managed by the Trading Advisor or its affiliates.  At the request of the Company, the TradingAdvisor or its affiliates shall promptly deliver to the Company a satisfactorywritten explanation, in the judgment of the Company, of the differences, ifany, in the performance between the Company’s account and such commingled fundstraded utilizing the same program or portfolio (subject to the need to preservethe confidentiality of proprietary information concerning the Trading Advisor’strading systems, methods, models, strategies and formulas and the identity ofthe Trading Advisor’s clients).

#  

# 9.             Speculative Position Limits. If the Trading Advisor (either alone or aggregated with the positions ofany other person if such aggregation shall be required by the CEA, the CFTC orany other regulatory authority having jurisdiction) shall exceed or be about toexceed applicable limits in any commodity interest traded for the Company, theTrading Advisor shall immediately take such action as the Trading Advisor maydeem fair and equitable to comply with the limits, and shall immediatelydeliver to the Company a written explanation of the action taken to comply withsuch limits.  If such limits are exceededby the Company, the Manager may require the Trading Advisor to liquidatepositions as required.

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# 10.           Additional Undertakings by the Trading Advisor. Neither the Trading Advisor nor its employees, affiliates or agents, thestockholders, directors, officers, employees, principals, affiliates or agentsof such affiliates, or their respective successors or assigns shall:  (a) use or distribute for any purposewhatsoever any list containing the names and/or residential addresses of and/orother information about the Limited Partners of the Fund; nor (b) directlysolicit any Limited Partner of the Fund for any business purpose whatsoever(unless such Limited Partner is already a client of the Trading Advisor).

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# 11.           Representations and Warranties.

##  

## (a)           The Trading Advisor hereby represents and warrants tothe other parties as follows:

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### (i)               The Trading Advisor is an entity duly organized andvalidly existing and in good standing under the laws of the jurisdiction of itsorganization and in good standing in each other jurisdiction in which thenature or conduct of its business requires such qualification and the failureto be duly qualified would materially affect the Trading Advisor’s ability toperform its obligations under this Agreement. The Trading Advisor has fullcorporate, partnership or limited liability company (as the case may be) powerand authority to perform its obligations under this Agreement.

 

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### (ii)              This Agreement has been duly andvalidly authorized, executed and delivered on behalf of the Trading Advisor andconstitutes a valid, binding and enforceable agreement of the Trading Advisorin accordance with its terms.

###  

### (iii)             The Trading Advisor has, or isexempt from, all governmental, regulatory and commodity exchange licenses andapprovals and has effected all filings and registrations with governmental andregulatory agencies required to conduct its business and to act as describedherein or required to perform its obligations hereunder (including, withoutlimitation, registration of the Trading Advisor as a commodity trading advisorunder the CEA, and membership of the Trading Advisor as a commodity tradingadvisor in NFA), and the performance of such obligation will not violate orresult in a breach of any provision of the Trading Advisor’s certificate ofincorporation, by-laws or any agreement, instrument, order, law or regulationbinding on the Trading Advisor.

###  

### (iv)             Assuming the accuracy of theManager’s representation in subsection 11(b)(vii) below, management by theTrading Advisor of an account for the Company in accordance with the termshereof will not require any registration under, or violate any of theprovisions of, the Investment Advisers Act of 1940 (assuming that the Companyis not an “investment company” within the meaning of the Investment Company Actof 1940, as amended (the “Company Act”)).

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### (v)              The Trading Advisor’simplementation of its trading program on behalf of the Company will notinfringe any other person’s copyrights, trademark or other property rights.

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### (vi)             The execution and delivery of thisAgreement, the incurrence of the obligations herein set forth and theconsummation of the transactions contemplated herein will not constitute abreach of, or default under, any instrument by which the Trading Advisor isbound or any order, rule or regulation application to the Trading Advisorof any court or any governmental body or administrative agency havingjurisdiction over the Trading Advisor.

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### (vii)            Other than as may have beendisclosed in writing to the Manager by the Trading Advisor, there is notpending, or to the best of the Trading Advisor’s knowledge threatened, anyaction, suit or proceeding before or by any court or other governmental body towhich the Trading Advisor is a party, or to which any of the assets of theTrading Advisor is subject, which might reasonably be expected to result in anymaterial adverse change in the condition, financial or otherwise, business orprospects of the Trading Advisor.  TheTrading Advisor has not received any notice of an investigation or warningletter from NFA or CFTC regarding non-compliance by the Trading Advisor withthe CEA or the regulations thereunder.

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## (b)           The Manager hereby represents andwarrants to the other parties as follows:

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### (i)               The Manager is duly organized andvalidly existing and in good standing under the laws of its jurisdiction offormation and in good standing under the laws of each other jurisdiction inwhich the nature or conduct of its business requires such qualification and thefailure to so qualify would materially adversely affect the Manager’s abilityto perform its obligations hereunder.

 

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### (ii)              The Manager has the power andauthority under applicable law to perform its obligations hereunder.

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### (iii)             This Agreement has been duly andvalidly authorized, executed and delivered by the Manager and constitutes alegal, valid and binding agreement of the Manager enforceable in accordancewith its terms.

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### (iv)             The execution and delivery of thisAgreement, the incurrence of the obligations set forth herein and theconsummation of the transactions contemplated herein will not constitute abreach of, or default under, any instrument by which the Manager is bound orany order, rule or regulation applicable to the Manager of any court orany governmental body or administrative agency having jurisdiction over theManager.

###  

### (v)              There is not pending, or, to thebest of the Manager’s knowledge threatened, any action, suit or proceedingbefore or by any court or other governmental body to which the Manager is aparty, or to which any of the assets of the Manager is subject, which mightreasonably be expected to result in any material adverse change in thecondition (financial or otherwise), business or prospects of the Manager or isrequired to be disclosed pursuant to applicable CFTC regulations.

###  

### (vi)             The Manager has all governmental,regulatory and commodity exchange approvals and licenses, and has effected allfilings and registrations with governmental agencies required to conduct itsbusiness and to act as described herein or required to perform its obligationshereunder (including, without limitation, registration as a commodity pooloperator under the CEA and membership in NFA as a commodity pool operator), andthe performance of such obligations will not contravene or result in a breachof any provision of its certificate of incorporation, by-laws or any agreement,order, law or regulation binding upon it. The principals of the Manager are duly registered as such on the Manager’scommodity pool operator Form 7-R registration.

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### (vii)            The Company is not an “investmentcompany” within the meaning of the Company Act.

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## (c)           The Company represents and warrantsto the other parties as follows:

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### (i)               The Company is duly organized andvalidly existing and in good standing as a limited liability company under thelaws of the State of Delaware and in good standing under the laws of each otherjurisdiction in which the nature or conduct of its business requires suchqualification and the failure to so qualify would materially adversely affectthe Company’s ability to perform its obligations hereunder.

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### (ii)              The Company has the limitedliability company power and authority under applicable law to perform itsobligations hereunder.

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### (iii)             This Agreement has been duly andvalidly authorized, executed and delivered by the Company and constitutes alegal, valid and binding agreement of the Company enforceable in accordancewith its terms.

 

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### (iv)             The execution and delivery of thisAgreement, the incurrence of the obligations set forth herein and theconsummation of the transactions contemplated herein will not constitute abreach of, or default under, any instrument by which the Company is bound orany order, rule or regulation applicable to the Company of any court orany governmental body or administrative agency having jurisdiction over theCompany.

###  

### (v)              There is not pending, or, to thebest of the Company’s knowledge, threatened, any action, suit or proceedingbefore or by any court or other governmental body to which the Company is aparty, or to which any of the assets of the Company is subject, which mightreasonably be expected to result in any material adverse change in thecondition (financial or otherwise), business or prospects of the Company orwhich is required to be disclosed pursuant to applicable CFTC regulations.

###  

### (vi)             The Company has all governmental,regulatory and commodity exchange approvals and licenses, and has effected allfilings and registrations with governmental agencies required to conduct itsbusiness and to act as described herein or required to perform its obligationshereunder and the performance of such obligations will not contravene or resultin a breach of any provision of its certificate of formation, limited liabilitycompany agreement or any other agreement, order, law or regulation binding uponit.

##  

## (d)           The foregoing representations andwarranties shall be continuing during the entire term of this Agreement and, ifat any time, any event shall occur which would make any of the foregoingrepresentations and warranties of any party no longer true and accurate, suchparty shall promptly notify the other parties.

#  

# 12.           Entire Agreement.  This Agreement constitutes the entireagreement between the parties hereto with respect to the matters referred toherein, and no other agreement, verbal or otherwise, shall be binding asbetween the parties unless it shall be in writing and signed by the partyagainst whom enforcement is sought.

#  

# 13.           Indemnification.

##  

## (a)           The Company shall indemnify, defendand hold harmless the Trading Advisor and its affiliates and their respectivedirectors, officers, shareholders, employees and controlling persons from andagainst any and all losses, claims, damages, liabilities (joint and several),costs and expenses (including any investigatory, legal and other expensesincurred in connection with, and any amounts paid in, any settlement; providedthat the Company shall have approved such settlement) resulting from a demand,claim, lawsuit, action or proceeding relating to any of such person’s actionsor capacities relating to the business or activities of the Company pursuant tothis Agreement; provided that the conduct of such person which was the subjectof the demand, claim, lawsuit, action or proceeding did not constitutenegligence, misconduct or a breach of this Agreement or of any fiduciaryobligation to the Company and was done in good faith and in a manner suchperson reasonably believed to be in, or not opposed to, the best interests ofthe Company.  The termination of anydemand, claim, lawsuit, action or proceeding by settlement shall not, initself, create a presumption that the conduct in question was not undertaken ingood faith and in a manner reasonably believed to be in, or not opposed to, thebest interests of the Company.

 

11

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##  

## (b)           The Trading Advisor shall indemnify,defend and hold harmless the Company, the Manager, their respective affiliatesand their respective directors, officers, shareholders, employees andcontrolling persons from and against any and all losses, claims, damages,liabilities (joint and several), costs and expenses (including any reasonableinvestigatory, legal and other expenses incurred in connection with, and anyamounts paid in, any settlement; provided that the Trading Advisor shall haveapproved such settlement) resulting from a demand, claim, lawsuit, action orproceeding relating to any action or omission of the Trading Advisor or any ofits respective officers, directors or employees relating to the business oractivities of such person under this Agreement or relating to the management ofan account of the Company provided:  theaction or omission of such person which was the subject of the demand, claim,lawsuit, action or proceeding constituted negligence or misconduct or a breachof this Agreement or was an action or omission taken otherwise than in goodfaith and in a manner reasonably believed to be in, or not opposed to, the bestinterests of the Company.

##  

## (c)           The Trading Advisor, its officers,directors, employees and shareholders shall not be liable to the Company andits officers, directors or members or to any of their successors or assignsexcept by reason of acts or omissions in contravention of the express terms ofthis Agreement, or due to their intentional misconduct or negligence, or byreason of not having acted in good faith and in the reasonable belief that suchactions or omissions were in, or not opposed to, the best interests of theCompany.

##  

## (d)           The foregoing agreements of indemnityshall be in addition to, and shall in no respect limit or restrict, any otherremedies which may be available to an indemnified party.

##  

## (e)           Any indemnification required by this Section 13unless ordered or expressly permitted by a court, shall be made by theindemnifying party only upon a determination by independent legal counselmutually agreeable to the parties hereto in a written opinion that the conductwhich is the subject of the claim, demand, lawsuit, action or proceeding withrespect to which indemnification is sought meets the applicable standard setforth in this Section 13.

##  

## (f)            In the event that a person entitledto indemnification under this Section 13 is made a party to an action,suit or proceeding alleging both matters for which indemnification may be duehereunder and matters for which indemnification may not be due hereunder, suchperson shall be indemnified only in respect of the former matters.

##  

## (g)           Promptly after receipt by any of theindemnified parties under this Agreement of notice of any demand, claim,lawsuit, action or proceeding, the indemnified party shall notify theindemnifying party in writing of the commencement thereof if a claim forindemnification in respect thereof is to be made under this Agreement.  Except to the extent that the indemnifyingparty is not materially prejudiced thereby, the omission so to notify shallrelieve the indemnifying party from any obligation or liability which it mayhave to any such indemnified party under this section.  In the event that such demand, claim,lawsuit, action or proceeding is brought against a person entitled to beindemnified under this Agreement, and the indemnifying party is notified of thecommencement thereof, the indemnifying party shall be entitled to participatetherein and, to the extent that the indemnifying party may wish, to assume thedefense thereof, with counsel selected by the indemnifying party and approvedby the indemnified person (provided that approval may not be unreasonablywithheld), and after notice 

 

12

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##  

## from the indemnifying party to such indemnified personof the indemnifying party’s election so as to assume the defense thereof, theindemnifying party shall not be liable to such person under this section forany legal or other expenses subsequently incurred by such person in connectionwith the defense thereof, unless the indemnifying party approves the employmentof separate counsel by such person (it being understood, however, that theindemnifying party shall not be liable for legal or other expenses of more thanone separate firm of attorneys for all such persons indemnified hereunder,which firm shall be designated in writing by the Trading Advisor or theCompany, as the case may be).

#  

# 14.           Assignment.  This Agreement shall not be assigned by anyof the parties hereto without the prior express written consent of the otherparties hereto; provided, that either party may assign this agreement to anaffiliate upon prior notice to the other party.

#  

# 15.           Amendment; Waiver.  This Agreement shall not be amended except bya writing signed by the parties hereto. No waiver of any provision of this Agreement shall be implied from anycourse of dealing between the parties hereto or from any failure by eitherparty hereto to assert its rights hereunder on any occasion or series ofoccasions.

#  

# 16.           Severability.  If any provision of this Agreement, or theapplication of any provision to any person or circumstance, shall be held to beinconsistent with any present or future law, ruling, rule or regulation ofany court or governmental or regulatory authority having jurisdiction over thesubject matter hereof, such provision shall be deemed to be rescinded ormodified in accordance with such law, ruling, rule or regulation, and theremainder of this Agreement, or the application of such provision to persons orcircumstances other than those as to which it shall be held inconsistent, shallnot be affected thereby.

#  

# 17.           Notices.  Any notice required or desired to bedelivered under this Agreement shall be in writing and shall be delivered bycourier service, facsimile, postage prepaid mail or other similar means andshall be effective upon actual receipt by the party to which such notice shallbe directed, addressed as follows (or to such other address as the partyentitled to notice shall hereafter designate in accordance with the termshereof):

 

ifto the Company or the Manager:

 

PROSPECTGLOBAL HORIZONS, LLC

c/oBlackRock Investment Management LLC

40 East 52nd Street

25th Floor

NewYork, NY 10022

Attn:  Edward A. Rzeszowski

Facsimile:  212-810-8745

 

witha copy to:

 

BlackRockInvestment Management, LLC

PrincetonCorporate Campus

800Scudders Mill Road — Section 1B

Plainsboro,New Jersey  08536

 

13

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Attn:  Michael Pungello

Facsimile:  609-282-2664

 

with afurther copy to:

BlackRockAlternative Advisors

601Union Street, 56th Floor

Seattle,Washington  98101

Attn:  Marie Bender

Facsimile:  206-613-6708

 

ifto the Trading Advisor:

 

Pia Capital Management LP

3 River Road

Greenwich, CT 06807

Attn: Chris Pia/Joe Niciforo/Charlie Gilroy

Facsimile: 203-742-1559

 

# 18.           Governing Law.  This Agreement shall be governed by andconstrued in accordance with the laws of the State of New York without regardto principles of conflicts of law.

#  

# 19.           Consent to Jurisdiction.  The parties hereto agree that any action orproceeding arising directly, indirectly or otherwise in connection with, outof, related to or from this Agreement, any breach hereof or any transactioncovered hereby, shall be resolved, whether by arbitration or otherwise, withinthe County of New York, City of New York, and State of New York.  Accordingly, the parties consent and submitto the jurisdiction of the federal and state courts and any applicable arbitralbody located within the County of New York, City of New York, and State of NewYork.  The parties further agree that anysuch action or proceeding brought by any party to enforce any right, assert anyclaim, or obtain any relief whatsoever in connection with this Agreement shallbe brought by such party exclusively in federal or state courts, or ifappropriate before any applicable arbitral body, located within the County ofNew York, City of New York, and State of New York.

#  

# 20.           Remedies.  In any action or proceeding arising out ofany of the provisions of this Agreement, the Trading Advisor, the Manager andthe Company agree that they shall not seek any prejudgment equitable orancillary relief.  Such parties alsoagree that their sole remedy in any such action or proceeding shall be to seekactual monetary damages for any breach of this Agreement; provided, however,that the Company agrees that the Trading Advisor and the Manager may seek declaratory judgment with respect tothe indemnification provisions of this Agreement.

#  

# 21.           Promotional Material.  None of the parties hereto will makereference to any other such party in officially filed or publicly or privatelydistributed material without first submitting such material to the party sonamed for approval a reasonable period of time in advance of the proposed useof such material.

 

14

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#  

# 22.           Confidentiality.  The Company and the Manager acknowledge thatthe Trading Advisor’s strategies and trades constitute proprietary databelonging to the Trading Advisor and agree that they will not disseminate anyconfidential information regarding any of the foregoing, except as required bylaw, and any such information as may be acquired by the Manager or the Companyis to be used solely to monitor the Trading Advisor’s performance on behalf ofthe Company.

#  

# 23.           Survival.  The provisions of this Agreement shallsurvive the termination hereof with respect to any matter arising while thisAgreement shall be in effect.

#  

# 24.           Counterparts.  This Agreement may be executed incounterparts, each of which shall be deemed an original but all of whichtogether shall constitute one and the same instrument.

#  

# 25.           Headings.  Headings to sections and subsections in thisAgreement are for the convenience of the parties only and are not intended tobe a part of or to affect the meaning or interpretation hereof.

#  

# *              *              *              *              *

 

15

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#  

# IN WITNESS WHEREOF, this Agreement has been executedfor and on behalf of the undersigned on the day and year first written above.

 
|   | PROSPECT GLOBAL  HORIZONS, LLC |
|--------|--------------------------------|
|   |                           |   |
|   | By:                            | BLACKROCK INVESTMENT  MANAGEMENT, LLC, |
|   |                           | its Manager |
|   |                           |   |
|   | By:                            |   |
|   |                           | Name: |
|   |                           | Title: |
|   |                           |   |
|   | By:                            |   |
|   |                           | Name: |
|   |                           | Title: |

 

 
|   | BLACKROCK INVESTMENT  MANAGEMENT, LLC |
|--------|---------------------------------------|
|   |                                  |   |
|   |                                  |   |
|   | By:                                   |   |
|   |                                  | Name: |
|   |                                  | Title: |
|   |                                  |   |
|   | By:                                   |   |
|   |                                  | Name: |
|   |                                  | Title: |

 

 
|   | By:    | PIA CAPITAL MANAGEMENT  LP |
|--------|--------|----------------------------|
|   |   |                       |
|   |   |                       |
|   | By:    |                       |
|   |   | Name:                      |
|   |   | Title:                     |
|        |        |                            |  |  |

 

16

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**APPENDIX A**

** **

**AUTHORIZEDTRADERS**

 

Chris Pia

 

Mark DeGennaro

 

John Fallon

 

John Simmons

 

A-1

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** **

**APPENDIX B**

** **

**COMMODITYINTERESTS TRADED BY PIA CAPITAL MANAGEMENT LP**

 

The undersignedrepresents that the following is a complete list of all commodity interestswhich the undersigned intends to trade on behalf of PROSPECT GLOBAL HORIZONS,LLC other than regulated futures contracts and options on regulated futurescontracts traded on a qualified board of trade or exchange:

 

British Pound

Euro

Swiss Franc

Japanese Yen

Canadian Dollar

Australian Dollar

New Zealand Dollar

EuroJyen

EuroBpound

EuroSfranc

Mexican Peso

Brazilian Real

Argentina Peso

Chilean Peso

Russian Ruble

BrazilJyen

Euromex

Copper

Aluminum

Nickel

Zinc

Gold

Silver

Platinum

Palladium

WTI Crude Oil

Unleaded Gasoline

Heating Oil

Natural Gas

Coffee

Sugar

Cocoa

Soybeans

 

B-1

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Bean Oil

Soymeal

Corn

Wheat

Cotton

Lumber

Live Cattle

Global Equity IndexFutures

Global Interest RateFutures

AUDNZD

EUROCZK

GBPCHF

Lead

 

 
|                             | PIA CAPITAL MANAGEMENT  LP |
|----------------------------------|----------------------------|
|                             |                       |
|                             | By:                        |   |
|                             |                       | Name: |
|                             |                       | Title: |
|                             |                       |   |
| Dated as of March 25,  2010 |                       |
|                                  |                            |  |  |

 

B-2

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** **

**APPENDIX C**

** **

**COMMODITYTRADING AUTHORITY**

 

Pia Capital Management LP

3 River Road

Greenwich, CT 06807

Attn: Chris Pia/Joe Niciforo

Facsimile: 203-742-1559

 

Dear Pia CapitalManagement LP:

 

Prospect Global Horizons,LLC (the “Company”) does hereby make, constitute and appoint you as itsattorney-in-fact to buy and sell commodity futures and forward contracts(including foreign futures and options contracts) in accordance with theAdvisory Agreement between us and certain others.

 

 
|                                | Very truly yours,              |
|-------------------------------------|--------------------------------|
|                                |                           |
|                                | PROSPECT GLOBAL  HORIZONS, LLC |
|                                |                           |
|                                | By:                            | BLACKROCK INVESTMENT  MANAGEMENT, LLC, |
|                                |                           | its Manager |
|                                |                           |   |
|                                |                           |   |
|                                | By:                            |   |
|                                |                           | Name: |
|                                |                           | Title: |
|                                |                           |   |
| **Dated as of March 25, 2010** | ** **                     | ** ** |

 

C-1

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** **

**APPENDIX D**

** **

**ACCOUNTMINIMUM**

 

The Company, the Managerand the Trading Advisor agree that the minimum investment in the Company shallbe $25,000,000.00 (the “Account Minimum”); provided that determinationof the Account Minimum shall be based solely on amounts contributed to theCompany and shall not take into account losses from trading activities or otherreductions in Company value due to subsequent fee payments or other costs orexpenses.  The Trading Advisor’s soleremedy for a failure by the Company to meet or maintain the Account Minimumshall be the right to terminate the Agreement in accordance with Section 7(b)(iii) ofthe Agreement.

 

D-1

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