**EXHIBIT 10.01(g)**

** **

**ADVISORY AGREEMENT**

** **

**among**

** **

**BREAKOUT GLOBAL HORIZONS, LLC,**

** **

**BLACKROCK INVESTMENT MANAGEMENT, LLC,**

** **

**and**

** **

**BLACKWATER CAPITAL MANAGEMENT, LLC**

 

 

**Dated asof March 23, 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                                     | 15       |
| 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 -  Acknowledgment of Receipt of Disclosure Document           | D-1                                                       |

 

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**ADVISORY AGREEMENT**

** **

THIS ADVISORY AGREEMENT(the “Agreement”), made as of this 23rd day of March 2010, among BREAKOUT 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 BLACKWATER CAPITAL MANAGEMENT, LLC (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 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 ofequity securities 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:

 

# 1.             Undertakings in Connection with Offeringof 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, including without limitationby providing, as promptly as may be reasonably practicable, all information (ifany) regarding the Trading Advisor and its principals which the Manager 

 

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## reasonably believes to be necessary or advisable toinclude in the Memorandum, as the same may be amended from time to time;provided, that nothing herein shall require the Trading Advisor to disclose anyproprietary or confidential information related to its trading 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.

##  

## (c)           Use of Memorandum and Other SolicitationMaterial.  Neither the Trading Advisor, its principalsnor any of its employees, affiliates or agents, the employees, affiliates oragents of such affiliates, or their respective successors or assigns shall use,publish, circulate or distribute the Memorandum (including any amendment orsupplement thereto) or any related solicitation material nor shall any of theforegoing engage in any marketing, sales or promotional activities inconnection with the offering of Units, except as may be requested by theManager and agreed to by the Trading Advisor.

##  

## (d)           Updated Performance Information. At any time while Units continue to be offered and sold, at the writtenrequest of the Fund or the Manager, the Trading Advisor, at its own expense,shall promptly provide the Fund and the Manager with complete and accurateperformance information (in form and substance consistent with Section 4.35of the Commodity Regulations and the NFA Rules) reflecting the actualperformance of the accounts directed by the Trading Advisor up to the latestpracticable date (consistent with Section 4.35 of the CommodityRegulations) prior to the date of the Memorandum as amended or supplemented,together with any reports or letters relating to such performance data receivedfrom accountants and in the possession of the Trading Advisor.

##  

## (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).

##  

# 2.             Duties of the Trading Advisor.

#  

## (a)           Speculative Trading. As of the date of this Agreement, the Trading Advisor acts as a tradingadvisor for the Company.  The TradingAdvisor and the Company agree that in managing the assets of the Company, theTrading Advisor shall utilize its Blackwater Global****Program****(the “Programs”) as described in the Trading Advisor’sDisclosure Document dated February 10, 2010 (the “Disclosure Document”).  The Trading Advisor may trade a differentportfolio for the 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 

 

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## and responsibility for directing the investment andreinvestment of the Company’s assets utilizing the Programs pursuant to and inaccordance with the Trading Advisor’s best judgment and its approach asdescribed in the Disclosure Document, and as refined and modified from time totime in the future in accordance herewith, for the period and on the terms andconditions set forth herein.  Only thoseindividuals currently employed by the Trading Advisor and listed in Appendix Aare permitted to implement trades for the Company.  Notwithstanding the foregoing, the Company orthe Manager may override the trading instructions of the Trading Advisor to theextent necessary:  (i) to fund anydistributions or redemptions of Units to be made by the Fund; (ii) to paythe Company’s or the Fund’s expenses; and/or (iii) to comply withspeculative position limits; provided that the Company and the Manager shallpermit the Trading Advisor three days in which to liquidate positions for thepurposes set forth in clauses (i)-(ii) prior to exercising its overrideauthority.  The Trading Advisor will haveno liability for the results of any of the Manager’s interventions in (i)-(ii),above.

##  

The Company and theManager both specifically acknowledge that in agreeing to manage the Company,the Trading 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 writtennotice to the Company or the Manager shall not be required therefor, except asset forth 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 theTrading Advisor.  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 Securitiesand Cash.  Notwithstanding any provision of thisAgreement to the contrary, the Company and the Manager, and not the TradingAdvisor, shall have the sole and exclusive authority and responsibility withregard to the investment, maintenance and management of the Company’s assetsother than in respect of the Trading Advisor’s trading of the Company’s assetsin commodity interests.

##  

## (d)           Trading Authorization. Prior to the Company’s acceptance of trading advice from the TradingAdvisor in accordance with this Agreement, the Company shall deliver to theTrading Advisor a trading authorization in the form of Appendix C heretoappointing the Trading Advisor as an agent of the Company and attorney-in-factfor such purpose.

 

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## (e)           Delivery of Disclosure Documents. The Trading Advisor shall, during the term of this Agreement, deliver tothe Company copies of all updated disclosure documents for the Program promptlyfollowing preparation of such disclosure documents, and the Manager on behalfof the Company shall, if requested, sign the Acknowledgment of Receipt ofDisclosure Document in the form of Appendix D hereto, for the initialdisclosure document so delivered.

##  

## (f)            Trade Reconciliations. The Trading Advisor acknowledges its obligation to review its commodityinterest positions on a daily basis and to notify the Company and the Managerpromptly of any errors committed by the Trading Advisor or any trade which theTrading Advisor believes was not executed in accordance with its instructionsand which cannot be promptly resolved. The Trading Advisor will use its ownsystems to evaluate trade and portfolio information until it receives thenecessary information from the Company, upon which time the Trading Advisorwill use the information from the Company to evaluate the trade and portfolioinformation.

##  

## (g)           Trade Information.  The Trading Advisor shall use reasonable efforts to provide tradeinformation to OMR Systems by electronic file by 4:30 p.m. on the date ofany 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 anagent of the Company.  Nothing containedherein shall create or constitute the Trading Advisor and any other tradingadvisor for the Company, the Fund or the Manager as a member of anypartnership, joint venture, association, syndicate, unincorporated business orother separate entity, nor shall this Agreement be deemed to confer on any ofthem any express, implied, or apparent authority to incur any obligation orliability on behalf of any other.  Theparties acknowledge that the Trading Advisor has not been an organizer orpromoter of the Fund.

#  

# 4.             Commodity Broker; Floor Brokers.

#  

## (a)           Clearing of All Trades. The Trading Advisor shall clear orders for all commodity interesttransactions for the Company through such commodity broker or brokers as theCompany shall designate from time to time in its sole discretion (the “ClearingBroker”).  The Trading Advisor will not,without the consent of the Manager, trade on a “give up” basis through floorbrokers not associated with the Clearing Broker.  The Manager will review and approve ordisapprove all executing brokers proposed by the Trading Advisor for theCompany’s account.  The Manager agreesthat it will only disapprove a proposed executing broker suggested by theTrading Advisor for cause and that, if an executing broker is approved, theCompany will not hold the Trading Advisor liable for any error or breach ofcontract by any such executing broker, barring negligence, misconduct or badfaith on the part of the Trading Advisor. Even if such floor brokers receive the Manager’s consent to executetrades on behalf of the Company, all such trades will be “given-up” to becarried by the Clearing Broker.  TheTrading Advisor shall receive copies of all daily and monthly brokeragestatements for the Company directly from the Clearing Broker.

##  

The parties acknowledgethat the Trading Advisor has no authority or responsibility for selecting acommodity broker or dealers or for the negotiation of brokerage 

 

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commissionrates.  If necessary for the TradingAdvisor to trade pursuant to the Program, the Company shall provide adequatedealing lines of credit for the Trading Advisor to place orders for spot andforward currency contracts on behalf of the Company.

 

## (b)           Forward Trading. All forward trades for the Company shall be executed through the forwarddealer(s) (which may be affiliates of the Manager) designated by theManager, provided that at the request of the Trading Advisor, the Manager mayconsent to some other forward trading arrangement, which consent shall not beunreasonably withheld.  The TradingAdvisor shall use such other banks or dealers only for what the TradingAdvisor, in good faith, believes to be 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 TradingAdvisor; Allocation of Receipts and Charges.

#  

## (a)           The Manager has allocated a portion ofthe Fund’s assets to the Company to be managed in accordance with the terms ofthis Agreement.  The Manager may, in itssole discretion, reallocate Fund assets by contributing to or withdrawingamounts from the Company as of any month-end.

##  

## (b)           Gains and receipts (e.g., trading profitsand, in some instances, interest income), losses and charges (e.g., tradinglosses, Trading Advisor management fees, incentive fees and brokeragecommissions) specific to the Company shall be allocated entirely to theCompany.  Gains and receipts, losses andcharges not specific to (i) the Company or (ii) any other company oraccount held by the Fund and managed by a specific trading advisor, shall beallocated among all of the companies and accounts of the Fund managed by thedifferent trading advisors, including the Company, *pro rata*based on 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 bydeducting from the Company’s Mark-to-Market Value all charges and reserves(including but not limited 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 Sponsor Fee)except any charges or accruals for the fees provided for in Section 6 isthe Company’s “Net Asset Value Before Fees.”

 

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# 6.             Fees.

#  

## (a)           Management Fee. By approximately ten business days of each calendar month-end, theCompany will pay the Trading Advisor a Management Fee equal to **[**       **]***of the Company’s month-end Net Asset Value BeforeFees.  The resulting balance afterpayment of the Management 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 the Company’s“Net Asset Value.”

##  

## (b)           Incentive Fee.

##  

### (i)               The Company will pay to the TradingAdvisor, **[**              **]***(“Incentive Fee Calculation Date”), an Incentive Fee equal to **[**   **]***of any New Trading Profit recognized by the Company as ofsuch Incentive Fee Calculation Date.

###  

### (ii)              Subject to the adjustments contemplatedbelow, New Trading Profit equals any increase in the Mark-to-Market Value ofthe Company as of the current Incentive Fee Calculation Date over the HighWater Mark attributable to the Company. New Trading Profit will be calculated prior to reduction for any accruedIncentive Fees but after reduction of **[**         **]*** of theCompany’s average month-end Mark-to-Market Value for the year, as the **[**                 **].***

###  

### (iii)             The High Water Mark attributable to theCompany shall be equal to the highest Net Asset Value of the Company (foravoidance of doubt, after reduction for the Incentive Fee then paid), as of anypreceding Incentive Fee Calculation Date. The High Water Mark shall be increased dollar-for-dollar by any capitalallocated to the Company and decreased proportionately when capital isreallocated away from the Company (other than to pay expenses).  The proportionate reduction made as a result ofa reallocation shall be calculated by multiplying the High Water Mark in effectimmediately prior to such reallocation by the fraction the numerator of whichis the Net Asset Value of the Company immediately following such reallocationand the denominator of which is the Net Asset Value of the Company immediatelybefore such reallocation.

###  

### (iv)             If an Incentive Fee is paid as of anIncentive Fee Calculation Date, the High Water Mark is reset to the Net AssetValue of the Company immediately following such payment.

###  

### (v)              When there is an accrued Incentive Fee atthe time any reallocation from the Company is made, the Incentive Feeattributable to such reallocation will be paid. Such Incentive Fee shall be determined by multiplying the Incentive Feethat would have been paid had the date of the reallocation been an IncentiveFee Calculation Date by the fraction the numerator of which is the amount ofthe reallocation and the denominator of which is the Post MF Net Asset Value ofthe Company 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.

###  

### (vi)             Interest income shall not be included inany of the foregoing calculations.  Forthe avoidance of doubt, no Incentive Fee shall be payable on any interestincome earned by the Company.

###  

### (vii)            Termination of this Agreement shall betreated as an Incentive Fee Calculation Date.

###  

# 7.             Term and Termination.

#  

## (a)           Term and Renewal. This Agreement shall continue in effect until December 31,2010.  Thereafter, this Agreement shallbe automatically 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:

##  

### (i)               immediately if the Company shallterminate and be dissolved in accordance with the Limited Liability CompanyAgreement or otherwise;

###  

### (ii)              at the discretion of the Manager as ofthe end of any month;

###  

### (iii)             at the discretion of the Trading Advisor,as of the following 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;or (2) the Trading Advisor has determined to cease managing any customeraccounts pursuant to the Program; or

###  

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

###  

# 8.             Right to Advise Others; Uniformity ofActs and Practices.

#  

## (a)           During the term of this Agreement, theTrading Advisor and its affiliates shall be free to advise other investors asto the purchase and sale of commodity interests, to manage and trade otherinvestors’ commodity interests accounts and to trade for and on behalf of theirown proprietary commodity interests accounts. However, under no circumstances shall the Trading Advisor or any of itsaffiliates favor any commodity interests account directed by any of them(regardless of the date on which they began or shall begin to direct suchaccount) over the Company’s account, giving due consideration to the tradingprogram which the Manager has requested the Trading Advisor to trade on behalfof the Company.  For purposes of thisAgreement, the Trading Advisor and its affiliates shall not be deemed to befavoring another commodity interests account over the Company’s account if theTrading Advisor or its affiliates, in accordance with specific instructions ofthe owner of such account, trade such account at a degree of leverage or inaccordance with trading policies which shall be different from that which shallnormally be applied to substantially all of the Trading Advisor’s otheraccounts or if the Trading Advisor or its affiliates, in accordance with theTrading Advisor’s money 

 

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## management principles, shall not trade certaincommodity interests contracts for an account based on the amount of equity insuch account.

##  

## (b)           The Trading Advisor understands andagrees that it and its affiliates shall have a fiduciary responsibility to theCompany under this Agreement.

##  

## (c)           At the request of the Company, theTrading Advisor and its affiliates shall promptly make available to the Company(if available to it without unreasonable efforts) copies of the normal daily,monthly, quarterly and annual, as the case may be, written reports reflectingthe performance of all commodity pool accounts advised, managed, owned orcontrolled by the Trading Advisor or its affiliates required to be delivered topool participants pursuant to the CEA and similar written information, includingmonthly account statements, reflecting the performance of all other commodityinterest accounts advised, managed, owned or controlled by the Trading Advisoror its affiliates, with respect to which account reports shall not be requiredto be delivered to the owners thereof pursuant to the CEA (subject to the needto preserve the confidentiality of proprietary information concerning theTrading Advisor’s trading systems, methods, models, strategies and formulas andthe identity of the Trading Advisor’s clients). At the request of the Company, the Trading Advisor or its affiliatesshall promptly deliver to the Company a satisfactory written explanation, inthe judgment of the Company, of the differences, if any, in the performancebetween the Company’s account and such other commodity interest accounts tradedutilizing the same program or portfolio (subject to the need to preserve theconfidentiality 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.

#  

# 10.           Additional Undertakings by the TradingAdvisor.  Neither the Trading Advisor nor itsemployees, affiliates or agents, the stockholders, directors, officers,employees, principals, affiliates or agents of such affiliates, or theirrespective successors or assigns shall:  (a) useor distribute for any purpose whatsoever any list containing the names and/orresidential addresses of and/or other information about the Limited Partners ofthe Fund; nor (b) directly solicit any Limited Partner of the Fund for anybusiness purpose whatsoever (unless such Limited Partner is already a client ofthe Trading Advisor).

#  

# 11.           Representations and Warranties.

#  

## (a)           The Trading Advisor hereby represents andwarrants to the other parties as follows:

##  

### (i)               The Trading Advisor is an entity dulyorganized and validly existing and in good standing under the laws of thejurisdiction of its organization and in good 

 

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### 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.

###  

### (ii)              This Agreement has been duly and validlyauthorized, 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 all governmental,regulatory and commodity exchange licenses and approvals and has effected allfilings and registrations with governmental and regulatory agencies required toconduct its business and to act as described herein or required to perform itsobligations hereunder (including, without limitation, registration of theTrading Advisor as a commodity trading advisor under the CEA, and membership ofthe Trading Advisor as a commodity trading advisor in NFA), and the performanceof such obligation will not violate or result in a breach of any provision ofthe Trading Advisor’s certificate of incorporation, by-laws or any agreement,instrument, order, law or regulation binding on the Trading Advisor.  The principals of the Trading Advisor areduly listed as such on its commodity trading advisor Form 7-Rregistration.

###  

### (iv)             Assuming the accuracy of the Manager’srepresentation in subsection 11(b)(vii) below, management by the TradingAdvisor of an account for the Company in accordance with the terms hereof willnot require any registration under, or violate any of the provisions of, theInvestment Advisers Act of 1940 (assuming that the Company is not an “investmentcompany” within the meaning of the Investment Company Act of 1940, as amended(the “Company Act”)).

###  

### (v)              The Trading Advisor’s implementation ofits trading program on behalf of the Company will not infringe any other person’scopyrights, trademark or other property rights.

###  

### (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.

###  

### (vii)            Other than as may have been disclosed inwriting to the Manager by the Trading Advisor, there is not pending, or to thebest of the Trading Advisor’s knowledge threatened, any action, suit orproceeding before or by any court or other governmental body to which theTrading Advisor is a party, or to which any of the assets of the TradingAdvisor 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:

##  

### (i)               The Manager is duly organized and validlyexisting and in good standing under the laws of its jurisdiction of formationand in good standing under the laws of each other jurisdiction in which thenature or conduct of its business requires such qualification and the failureto so qualify would materially adversely affect the Manager’s ability toperform its obligations hereunder.

###  

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

###  

### (iii)             This Agreement has been duly and validlyauthorized, executed and delivered by the Manager and constitutes a legal,valid and binding agreement of the Manager enforceable in accordance with itsterms.

###  

### (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 the best ofthe Manager’s knowledge threatened, any action, suit or proceeding before or byany court or other governmental body to which the Manager is a party, or towhich any of the assets of the Manager is subject, which might reasonably beexpected to result in any material adverse change in the condition (financialor otherwise), business or prospects of the Manager or is required to bedisclosed 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.

###  

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

###  

## (c)           The Company represents and warrants tothe other parties as follows:

##  

### (i)               The Company is duly organized and validlyexisting and in good standing as a limited liability company under the laws ofthe State of Delaware and in good standing under the laws of each otherjurisdiction in which the nature or conduct of its business 

 

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### requires such qualification and the failure to soqualify would materially adversely affect the Company’s ability to perform itsobligations hereunder.

###  

### (ii)              The Company has the limited liabilitycompany power and authority under applicable law to perform its obligationshereunder.

###  

### (iii)             This Agreement has been duly and validlyauthorized, executed and delivered by the Company and constitutes a legal,valid and binding agreement of the Company enforceable in accordance with itsterms.

###  

### (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 the best ofthe Company’s knowledge, threatened, any action, suit or proceeding before orby any court or other governmental body to which the Company is a party, or towhich any of the assets of the Company is subject, which might reasonably beexpected to result in any material adverse change in the condition (financialor otherwise), business or prospects of the Company or which is required to bedisclosed 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 entire agreement between the partieshereto with respect to the matters referred to herein, and no other agreement,verbal or otherwise, shall be binding as between the parties unless it shall bein writing and signed by the party against whom enforcement is sought.

#  

# 13.          Indemnification.

#  

## (a)           The Company shall indemnify, defend andhold 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 

 

11

----

 

## to any of such person’s actions or capacities relatingto the business or activities of the Company pursuant to this Agreement;provided that the conduct of such person which was the subject of the demand,claim, lawsuit, action or proceeding did not constitute negligence, misconductor a breach of this Agreement or of any fiduciary obligation to the Company andwas done in good faith and in a manner such person reasonably believed to bein, or not opposed to, the best interests of the Company.  The termination of any demand, claim,lawsuit, action or proceeding by settlement shall not, in itself, create apresumption that the conduct in question was not undertaken in good faith andin a manner reasonably believed to be in, or not opposed to, the best interestsof the Company.

##  

## (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 breach ofthis Agreement or was an action or omission taken otherwise than in good faithand 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 entitled toindemnification under this Section 13 is made a party to an action, suitor 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 

 

12

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## shall notify the indemnifying party in writing of thecommencement thereof if a claim for indemnification in respect thereof is to bemade under this Agreement.  Except to theextent that the indemnifying party is not materially prejudiced thereby, theomission so to notify shall relieve the indemnifying party from any obligationor liability which it may have to any such indemnified party under thissection.  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 from the indemnifying party to such indemnifiedperson of the indemnifying party’s election so as to assume the defensethereof, the indemnifying party shall not be liable to such person under thissection for any legal or other expenses subsequently incurred by such person inconnection with the defense thereof, unless the indemnifying party approves theemployment of separate counsel by such person (it being understood, however,that the indemnifying party shall not be liable for legal or other expenses ofmore than one separate firm of attorneys for all such persons indemnifiedhereunder, which firm shall be designated in writing by the Trading Advisor orthe Company, as the case may be).

##  

# 14.          Assignment.  ThisAgreement shall not be assigned by any of the parties hereto without the priorexpress written consent of the other parties hereto; provided, that eitherparty may assign this agreement to an affiliate upon prior notice to the otherparty.

#  

# 15.          Amendment; Waiver. This Agreement shall not be amended except by a writing signed by theparties hereto.  No waiver of anyprovision of this Agreement shall be implied from any course of dealing betweenthe parties hereto or from any failure by either party hereto to assert itsrights hereunder on any occasion or series of occasions.

#  

# 16.          Severability. If any provision of this Agreement, or the application of any provisionto any person or circumstance, shall be held to be inconsistent with anypresent or future law, ruling, rule or regulation of any court orgovernmental or regulatory authority having jurisdiction over the subjectmatter hereof, such provision shall be deemed to be rescinded or modified inaccordance with such law, ruling, rule or regulation, and the remainder ofthis 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 noticerequired or desired to be delivered under this Agreement shall be in writingand shall be delivered by courier service, facsimile, postage prepaid mail orother similar means and shall be effective upon actual receipt by the party towhich such notice shall be directed, addressed as follows (or to such otheraddress as the party entitled to notice shall hereafter designate in accordancewith the terms hereof):

#  

ifto the Company or the Manager:

 

BREAKOUTGLOBAL HORIZONS, LLC

c/oBlackRock Investment Management LLC

40 East 52nd Street

25th Floor

 

13

----

 

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

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:

 

Blackwater CapitalManagement, LLC

36 CattanoAvenue, Suite 601

Morristown, NJ 07960

Attn:  Andrew Silwanowicz

Facsimile: 973-656-0344

 

# 18.          Governing Law. This Agreement shall be governed by and construed in accordance with thelaws of the State of New York without regard to principles of conflicts of law.

#  

# 19.          Consent to Jurisdiction. The parties hereto agree that any action or proceeding arising directly,indirectly or otherwise in connection with, out of, related to or from thisAgreement, any breach hereof or any transaction covered hereby, shall beresolved, whether by arbitration or otherwise, within the County of New York,City of New York, and State of New York. Accordingly, the parties consent and submit to the jurisdiction of thefederal and state courts and any applicable arbitral body located within theCounty of New York, City of New York, and State of New York.  The parties further agree that any suchaction 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 actionor proceeding arising out of any of the provisions of this Agreement, theTrading Advisor, the Manager and the Company agree that they shall not seek anyprejudgment equitable or ancillary relief. Such parties also agree that their sole remedy 

 

14

----

 

# 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 make reference to any other such partyin officially filed or publicly or privately distributed material without firstsubmitting such material to the party so named for approval a reasonable periodof time in advance of the proposed use of such material.

#  

# 22.          Confidentiality. The Company and the Manager acknowledge that the Trading Advisor’sstrategies and trades constitute proprietary data belonging to the TradingAdvisor and agree that they will not disseminate any confidential informationregarding any of the foregoing, except as required by law, and any suchinformation as may be acquired by the Manager or the Company is to be usedsolely to monitor the Trading Advisor’s performance on behalf of the Company.

#  

# 23.          Survival.  Theprovisions of this Agreement shall survive the termination hereof with respectto any matter arising while this Agreement shall be in effect.

#  

# 24.          Counterparts. This Agreement may be executed in counterparts, each of which shall bedeemed an original but all of which together shall constitute one and the sameinstrument.

#  

# 25.          Headings.  Headings tosections and subsections in this Agreement are for the convenience of theparties only and are not intended to be a part of or to affect the meaning orinterpretation hereof.

#  

# *              *              *              *              *

 

15

----

 

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

 
|       | BREAKOUT GLOBAL  HORIZONS, LLC          |
|------------|-----------------------------------------|
|       |                                    |   |
|       | By:                                     | BLACKROCK INVESTMENT  MANAGEMENT, LLC,  its Manager |
|       |                                    |   |
|       | By:                                     |   |
|       |                                    | Name: Robert S.  Ellsworth |
|       |                                    | Title:  Managing Director |
|       |                                    |   |
|       |                                    |   |
|       | By:                                     |   |
|       |                                    | Name: Marie M. Bender |
|       |                                    | Title:  Managing Director |
|       |                                    |   |
|       |                                    |   |
|       | BLACKROCK INVESTMENT  MANAGEMENT, LLC   |
|       |                                    |   |
|       |                                    |   |
|       | By:                                     |   |
|       |                                    | Name: Robert S.  Ellsworth |
|       |                                    | Title:  Managing Director |
|       |                                    |   |
|       |                                    |   |
|       | By:                                     |   |
|       |                                    | Name: Marie M. Bender |
|       |                                    | Title:  Managing Director |
|       |                                    |   |
|       |
|       | By: BLACKWATER CAPITAL  MANAGEMENT, LLC |
|       |
|       |                                    |
|       | By:                                     |   |
|       |                                    | Name: |
| ** ** | ** **                              | **Title:** |
|            |                                         |  |  |

 

16

----

 

 

**APPENDIX A**

** **

**AUTHORIZEDTRADERS**

 

James J. Austin

 

Andrew Silwanowicz

 

A-1

----

 

**APPENDIX B**

** **

**COMMODITYINTERESTS TRADED BY BLACKWATER CAPITAL MANAGEMENT LLC**

 

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

 
| Eebot |   | 30Year Bond        |
|-------|--------|--------------------|
| Eebot |   | 10Year Note        |
| Eebot |   | 5Year Note         |
| Liffe |   | Gilt               |
| Eurex |   | Bund               |
| Eurex |   | Bobl               |
| SFE   |   | Aus 10Year Note    |
| TSE   |   | JGB                |
| CME   |   | Eurodollar         |
| Liffe |   | Euribor            |
| Liffe |   | Short Sterling     |
| Nymex |   | Crude              |
| Nymex |   | Heating Oil        |
| Nymex |   | RBOB               |
| ICE   |   | Brent Crude        |
| ICE   |   | Gas Oil            |
| Nymex |   | Natural Gas        |
| CME   |   | Yen                |
| CME   |   | Swiss              |
| CME   |   | Euro               |
| CME   |   | Pound              |
| CME   |   | Canadian Dollar    |
| CME   |   | Aussie Dollar      |
| CME   |   | Mexican Peso       |
| CME   |   | South African Rand |
| CME   |   | Brazilian Real     |
| ICE   |   | Dollar Index       |
| Finex |   | EuroYen Cross      |
| Nymex |   | Gold               |
| LME   |   | Copper             |
| LME   |   | Aluminum           |
| Eebot |   | Corn               |

 

B-1

----

 
| Eebot |   | Soybeans          |
|-------|--------|-------------------|
| Eebot |   | Wheat             |
| ICE   |   | Cotton            |
| CME   |   | Live Cattle       |
| CME   |   | S&P500        |
| CME   |   | Nasdaq            |
| Eurex |   | Dax               |
| Eurex |   | Eurostoxx         |
| OSE   |   | Nikkei            |
| SGX   |   | MSCI Taiwan       |
| Liffe |   | FTSE              |
| MFE   |   | Toronto S&P60 |
| HKFE  |   | Hang Seng         |

 

 
|                        | BLACKWATER CAPITAL  MANAGEMENT, LLC |
|-----------------------------|-------------------------------------|
|                        |                                |
|                        | By:                                 |   |
|                        |                                | Name: |
|                        |                                | Title: |
|                        |                                |
|                        |                                |
| Dated as of March 23,  2010 |                                |

 

B-2

----

 

**APPENDIX C**

 

**COMMODITYTRADING AUTHORITY**

 

Blackwater Capital Management, LLC

Attn:  Andrew Silwanowicz

Facsimile:  973-656-0344

 

Dear Blackwater CapitalManagement, LLC:

 

Breakout 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,              |
|--------------------------------|--------------------------------|
|                           |                           |   |
|                           | BREAKOUT GLOBAL  HORIZONS, LLC |
|                           |                           |   |
|                           | By:                            | BLACKROCK INVESTMENT  MANAGEMENT, LLC,  its Manager |
|                           |                           |   |
|                           | By:                            |   |
|                           |                           | Name: |
| ** **                     | ** **                     | **Title:** |
| ** **                     | ** **                     | ** ** |
| ** **                     | ** **                     | ** ** |
| **Dated as of March 23, 2010** | ** **                     | ** ** |

 

C-1

----

 

**APPENDIX D**

** **

**ACKNOWLEDGMENTOF RECEIPT OF DISCLOSURE DOCUMENT**

 

The undersigned herebyacknowledges receipt of Blackwater Capital Management’s****DisclosureDocument dated February 10, 2010.

 

 
|                           | BREAKOUT GLOBAL  HORIZONS, LLC |
|--------------------------------|--------------------------------|
|                           |                           |   |
|                           | By:                            | BLACKROCK INVESTMENT  MANAGEMENT, LLC,  its Manager |
|                           |                           |   |
|                           | By:                            |   |
|                           |                           | Name: |
| ** **                     | ** **                     | **Title:** |
| ** **                     | ** **                     | ** ** |
| ** **                     | ** **                     | ** ** |
| **Dated as of March 23, 2010** | ** **                     | ** ** |

 

D-1

----