**EXHIBIT 10.01(i)**

 

**ADVISORY AGREEMENT**

 

**among**

 

**COLBY GLOBAL HORIZONS, LLC,**

 

**BLACKROCK INVESTMENT MANAGEMENT, LLC,**

 

**and**

 

**CRABEL CAPITAL MANAGEMENT, LLC**

 

**Dated asof March 30, 2010**

 

----

 

**ADVISORYAGREEMENT**

 

**Table ofContents**

 
| ** **                                                               | ** **                                                | **Page** |
|--------------------------------------------------------------------------|-----------------------------------------------------------|----------|
|                                                                     |                                                      |     |
| 1.                                                                       | Undertakings  in Connection with Offering of Units        | 1        |
| 2.                                                                       | Duties  of the Trading Advisor                            | 3        |
| 3.                                                                       | Trading  Advisor Independent                              | 5        |
| 4.                                                                       | Commodity  Broker; Floor Brokers                          | 5        |
| 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                           | 9        |
| 12.                                                                      | Accounting from the  Company or the Manager               | 12       |
| 13.                                                                      | Entire  Agreement                                         | 12       |
| 14.                                                                      | Indemnification                                           | 12       |
| 15.                                                                      | Assignment                                                | 13       |
| 16.                                                                      | Amendment;  Waiver                                        | 13       |
| 17.                                                                      | Severability                                              | 13       |
| 18.                                                                      | Notices                                                   | 13       |
| 19.                                                                      | Governing  Law                                            | 14       |
| 20.                                                                      | Consent  to Jurisdiction                                  | 14       |
| 21.                                                                      | Remedies                                                  | 15       |
| 22.                                                                      | Promotional  Material                                     | 15       |
| 23.                                                                      | Confidentiality                                           | 15       |
| 24.                                                                      | Survival                                                  | 15       |
| 25.                                                                      | Counterparts                                              | 15       |
| 26.                                                                      | Headings                                                  | 16       |
| 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 Crabel Memorandum             |                                                      | D-1      |
|                                                                          |                                                           |          |  |

 

----

 

**ADVISORY AGREEMENT**

** **

THIS ADVISORY AGREEMENT(the “Agreement”), made as of this 30th day of March 2010, among COLBY 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 CRABEL CAPITAL MANAGEMENT, LLC (the “TradingAdvisor”);

 

W I T N E S S E T H:

 

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 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 or any other written materials,including without limitation by providing, as promptly as may be reasonablypracticable, all information (if any) regarding the Trading Advisor and itsprincipals 

 

1

----

 

## which the Manager reasonably believes to be necessaryor advisable to include in the Memorandum, as the same may be amended from timeto time; provided, that nothing herein shall require the Trading Advisor todisclose any proprietary or confidential information related to its trading programs,systems or strategies or any information relating to its clients; providedfurther that the Manager, the Company and the Fund agree that they willnot disclose in writing or revise or amend any written disclosure related to (i) theTrading Advisor’s principals, (ii) the Trading Advisor’s track record or (iii) theTrading Advisor’s trading program without the prior written consent (which maybe by electronic mail) of the Trading Advisor.  Notwithstanding theforegoing, (x) the Trading Advisor agrees that the Company, the Managerand the Fund may disclose any of the foregoing information without the TradingAdvisor’s prior written consent to the extent such disclosure is required underapplicable law or regulation (including, without limitation, in the Fund’sregulatory filings) or by legal or regulatory authority and (y) theCompany, the Manager and the Fund may disclose without the Trading Advisor’sprior written consent the name of the Trading Advisor, performance andportfolio statistics of the Trading Advisor’s trading program so long as suchperformance and portfolio statistics are aggregated with other portfoliosand such information is not uniquely identifiable with the Trading Advisor’strading program.

##  

## (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. 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 pursuant to theProgram (as defined below) up to the latest practicable date (consistent with Section 4.35of the Commodity Regulations) 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 TradingAdvisor.  Notwithstanding anything to thecontrary herein, the Trading Advisor shall not be required to provide suchinformation more frequently than monthly.

##  

## (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 

 

2

----

 

## hours as may enable them to verify the accuracy andcompleteness of or to supplement as necessary the data furnished by the TradingAdvisor pursuant to Section l(d) of this Agreement or to verifycompliance with the terms of this Agreement (subject to such restrictions asthe Trading Advisor may reasonably deem necessary or advisable so as topreserve the confidentiality of proprietary information concerning such tradingsystems, methods, models, strategies and formulas and of the identity of theTrading Advisor’s clients).

##  

## (f)            Trading Level.  The Companyor the Manager shall select a trading level for the Company (the “Trading Level”).  Such Trading Level can be the initial actualcash and cash equivalents contributed to the Company or it can include a “notional”amount in excess of the actual assets. The Company or the Manager agrees to notify the Trading Advisor of anyintent to increase or decrease the Trading Level of the Company and the Manageragrees that it will obtain prior approval from the Trading Advisor to increasethe Trading Level of the Company.  TheTrading Advisor may withhold such approval in its sole discretion.  Any profit or loss in the Company shall bereinvested in the Company for Trading Level purposes.  The Company or the Manager agrees that theTrading Level of the Company shall be maintained in even million dollarincrements.

##  

## (g)           Error Policy.  When an erroris discovered, the Trading Advisor will take action to correct the error to theextent possible and as soon as possible. If a broker makes an error, the Trading Advisor will request the brokerto make the Company’s account whole. Trading errors not resolved by the broker, including errors made by theTrading Advisor, either to the benefit or detriment of the Company are borne bythe Company.  In accordance with theindemnification provisions in Section 14 of this Agreement, the TradingAdvisor will be obligated to reimburse the Company for any trade errorresulting from Trading Advisor’s gross negligence, material breach of thisAgreement or material breach of any fiduciary obligation to the Company.

##  

## (h)           Electronic Order Entry Risks. The Trading Advisor may place trades via electronic order platforms forthe Company or the Manager.  In suchinstances, trading through an electronic trading or order routing system mayexpose the Company to risks associated with system or component failure.  The risk exists that a trade may not beplaced, a trade may be placed at a later time than originally desired, or atrade may not be able to be cancelled. These occurrences, which are beyond the Trading Advisor’s control, couldresult in losses to the Company.

##  

# 2.             Duties of the Trading Advisor.

#  

## (a)           Speculative Trading.  As of thedate of this Agreement, the Trading Advisor shall act as a trading advisor forthe Company, acting independently from any other advisors or managers selectedto direct accounts on behalf of the Fund. The Trading Advisor and the Company agree that in managing the assets ofthe Company, the Trading Advisor shall utilize its Crabel Two Plus Program****(the “Program”) as described in the Trading Advisor’sCrabel Fund, L.P. Private Placement Memorandum dated January 1, 2010 (the “CrabelMemorandum”).  The Trading Advisor maytrade a different portfolio for the Company only with the consent of theManager.  Except as provided otherwise inthis Section 2, the Trading Advisor shall have sole and exclusiveauthority and responsibility for directing the investment and reinvestment of theCompany’s assets utilizing the Programs pursuant to and in accordance 

 

3

----

 

## with the Trading Advisor’s best judgment and itsapproach as described in the Crabel Memorandum, and as refined and modifiedfrom time to time in the future in accordance herewith, for the period and onthe terms and conditions set forth herein. Only those individuals currently employed by the Trading Advisor andlisted in Appendix A are 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 Company’s or the Manager’sinterventions 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 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 traded shall be listed on Appendix B to thisAgreement.  The addition of commodityinterests (other than forward contracts on foreign currencies) to the Company’sportfolio managed by the Trading Advisor as set forth in Appendix B to thisAgreement shall require prior written notice to the Company or the Manager andan amendment 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,maintenance and management of the Company’s assets other than in respect of theTrading Advisor’s trading of the Company’s assets in instruments listed inAppendix B.

##  

## (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.

 

4

----

 

## (e)           Delivery of Crabel Memorandum Updates. The Trading Advisor shall, during the term of this Agreement, deliver tothe Company copies of all updates to the Crabel Memorandum no later than thetime at which the Trading Advisor makes such updates available to its clients,and the Manager on behalf of the Company shall, if requested, sign theAcknowledgment of Receipt of Crabel Memorandum in the form of Appendix Dhereto, for the initial Crabel Memorandum so delivered.

##  

## (f)            Trade Reconciliations.  The TradingAdvisor acknowledges its obligation to review its commodity interest positionseach business day and to notify the Company and the Manager promptly of anymaterial errors committed by the Trading Advisor or any trade which the TradingAdvisor believes was not executed in accordance with its instructions and whichcannot be promptly resolved. The Trading Advisor will use its own systems toevaluate trade and portfolio information.

##  

## (g)           Trade Information.   The TradingAdvisor shall use reasonable efforts to provide trade information to OMRSystems by electronic file by 6:00 p.m. US East Coast time 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.  Nothingcontained herein shall create or constitute the Trading Advisor, the Fund orthe Manager as a member of any partnership, joint venture, association,syndicate, unincorporated business or other separate entity, nor shall thisAgreement be deemed to confer on any of them any express, implied, or apparentauthority to incur any obligation or liability on behalf of any other.  The parties acknowledge that the TradingAdvisor 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 shall receive copies ofall daily and monthly brokerage statements for the Company directly from theClearing Broker and the Trading Advisor will provide the Fund with a list ofexecuting brokers used by the Company on a quarterly basis.

##  

The parties acknowledgethat the Trading Advisor has no authority or responsibility for selecting a commoditybroker 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.

 

# 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 with 3 days notice.

 

5

----

 

## (b)           Gains and receipts (e.g., trading profits and, in someinstances, interest income), losses and charges (e.g., trading losses,incentive fees, brokerage commissions) specific to the Company shall beallocated entirely to the Company.  Gainsand receipts, losses and charges not specific to (i) the Company or (ii) anyother company or account held by the Fund and managed by a specific tradingadvisor, shall be allocated among all of the companies and accounts of the Fundmanaged by the different trading advisors, including the Company, *pro rata* based on the beginning of month value of each suchcompany and account after reduction for account specific charges.  The value of the Company after taking intoaccount all realized and unrealized gains and losses described in this Section 5(b) isthe Company’s “Mark-to-Market Value.”

##  

## (c)           The value of the Company determined by deducting fromthe Company’s Mark-to-Market Value **[**      **]*** with theexception of any charges or accruals for the fees provided for in Section 6is the Company’s “Net Asset Value Before Fees.” Any other fees or charges **[     ]*** specific ornon-specific to the Company, will be treated as withdrawals for the purpose ofcalculating the Net Asset Value Before Fees. **[                 ]***

##  

# 6.             Incentive Fee.

#  

## (a)           The Company will pay to the Trading Advisor, **[**        **]*** (“Incentive Fee Calculation Date”) within 30 days of theIncentive Fee Calculation Date, an Incentive Fee equal to **[**   **]***of any NewTrading Profit recognized by the Company as of such Incentive Fee CalculationDate **[                          ].***

##  

## (b)

##  

## (c)           New Trading Profit equals any increase in the Company’sNet Asset Value Before Fees as of the current Incentive Fee Calculation Dateover the High Water Mark attributable to the Company.  New Trading Profit will be calculated priorto reduction for any accrued Incentive Fees (see Section 5(c)).

##  

## (d)           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 theCompany and decreased proportionately when capital is reallocated away from theCompany (other than to pay expenses). The proportionate reduction made as a result of a reallocation shall becalculated by multiplying the High Water Mark in effect immediately prior tosuch reallocation by the fraction the numerator of which is the Net Asset ValueBefore Fees of the Company immediately following such reallocation and thedenominator of which is the Net Asset Value Before Fees of the Companyimmediately before such reallocation.

##  

## (e)           The Company’s value after any reduction for the IncentiveFee provided for in this Section 6 is the Company’s “Net Asset Value.”  If an Incentive Fee is paid as of an 

 

----

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

 

6

----

##  

## Incentive Fee Calculation Date, the High Water Mark isreset to the Net Asset Value of the Company immediately following such payment.

##  

## (f)            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 within 30 days of the reallocation.  Such Incentive Fee shall be determined bymultiplying the Incentive Fee that would have been paid had the date of thereallocation been an Incentive Fee Calculation Date by the fraction thenumerator of which is the amount of the reallocation and the denominator ofwhich is the Net Asset Value Before Fees of the Company immediately prior tothe reallocation, in each case prior to reduction for the accrued IncentiveFee.  Such Incentive Fee will be paidfrom and reduce the amount of the reallocation.

##  

## (g)           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.

##  

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

##  

# 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:

##  

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

###  

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

###  

### (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;or (2) the Trading Advisor has determined to cease managing any customeraccounts pursuant to the Program; or

###  

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

###  

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

#  

## (a)           During the term of this Agreement, the Trading Advisorshall be free to advise other investors as to the purchase and sale ofcommodity interests, to manage and trade other investors’ commodity interestsaccounts and to trade for and on behalf of their own proprietary commodityinterests accounts.  However, under nocircumstances shall the Trading Advisor favor any commodity interests accountdirected by any of them (regardless of the date 

 

7

----

 

## on which they began or shall begin to direct such account)over the Company’s account, giving due consideration to the trading programwhich the Manager has requested the Trading Advisor to trade on behalf of theCompany.  For purposes of this Agreement,the Trading Advisor shall not be deemed to be favoring another commodityinterests account over the Company’s account if the Trading Advisor, inaccordance with specific instructions of the owner of such account, trades suchaccount at a degree of leverage or in accordance with trading policies whichshall be different from that which shall normally be applied to substantiallyall of the Trading Advisor’s other accounts or if the Trading Advisor, inaccordance with the Trading Advisor’s money management principles, shall nottrade certain commodity interests contracts for an account based on the amountof equity in such account or for some other reason in accordance with its moneymanagement principles.

##  

## (b)           The Trading Advisor understands and agrees that itshall have a fiduciary responsibility to the Company under this Agreement.

##  

## (c)           At the request of the Company, the Trading Advisorshall promptly make available to the Company (if available to it without unduecost or expense) copies of the normal daily, monthly, quarterly and annual, asthe case may be, written reports reflecting the performance of all commoditypool accounts pursuant to the Program advised, managed, owned or controlled bythe Trading Advisor required to be delivered to pool participants pursuant tothe CEA and similar written information, including monthly account statements,reflecting the performance of all other commodity interest accounts pursuant tothe Program advised, managed, owned or controlled by the Trading Advisor, withrespect to which account reports shall not be required to be delivered to theowners thereof pursuant to the CEA (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).  At therequest of the Company, the Trading Advisor shall promptly deliver to theCompany a written explanation 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) pursuant to the Program.

##  

# 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 applicablelimits in any commodity interest traded for the Company, the Trading Advisorshall immediately take such action as the Trading Advisor may deem fair andequitable to comply with the limits.  Ifsuch limits are exceeded by the Company, the Manager may require the TradingAdvisor to liquidate positions as required.

#  

# 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 use ordistribute for any purpose whatsoever any list containing the names and/orresidential addresses of and/or other information about the Limited Partners ofthe Fund.

 

8

----

#  

# 11.           Representations and Warranties.

#  

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

##  

### (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.

###  

### (ii)              This Agreement has been duly and validly authorized,executed and delivered on behalf of the Trading Advisor and constitutes avalid, binding and enforceable agreement of the Trading Advisor in accordancewith its terms, subject to insolvency laws.

###  

### (iii)             Assuming the accuracy of the Company’s and Manager’srepresentation in subsection 11(c)(vii) below, the Trading Advisor has allgovernmental, regulatory and commodity exchange licenses and approvals and haseffected all filings and registrations with governmental and regulatoryagencies required to conduct its business and to act as described herein orrequired to perform its obligations hereunder (including without limitation,and if applicable, registration of the Trading Advisor as a commodity tradingadvisor under the CEA, and membership of the Trading Advisor as a commoditytrading advisor in NFA), and the performance of such obligation will notviolate or result in a breach of any provision of the Trading Advisor’scertificate of incorporation, by-laws or any agreement, instrument, order, lawor regulation binding on the Trading Advisor. The principals of the Trading Advisor are duly listed as such on itscommodity trading advisor Form 7-R registration.

###  

### (iv)             Assuming the accuracy of the Manager’s representationin subsection 11(b)(vii) below, management by the Trading Advisor of anaccount for the Company in accordance with the terms hereof will not requireany registration under, or violate any of the provisions of, the InvestmentAdvisers Act of 1940 (assuming that the Company is not an “investment company”within the meaning of the Investment Company Act of 1940, as amended (the “CompanyAct”)).

###  

### (v)              To the best of its knowledge, the Trading Advisor’simplementation of its trading program on behalf of the Company does notinfringe any other person’s copyrights, trademark or other intellectualproperty rights.

###  

### (vi)             The execution and delivery of this Agreement, theincurrence of the obligations herein set forth and the consummation of thetransactions contemplated herein will not constitute a breach of, or defaultunder, any instrument by which the Trading Advisor is bound or any order, rule orregulation application to the Trading Advisor of any court or any governmentalbody or administrative agency having jurisdiction over the Trading Advisor.

###  

### (vii)            Other than as may have been disclosed in writing tothe Manager by the Trading Advisor, there is not pending, or to the best of theTrading Advisor’s knowledge 

 

9

----

 

### threatened, any action, suit or proceeding before orby any court or other governmental body to which the Trading Advisor is aparty, or to which any of the assets of the Trading Advisor is subject, whichmight reasonably be expected to result in any material adverse change in thecondition, financial or otherwise, business or prospects of the TradingAdvisor.  The Trading Advisor has notreceived any notice of an investigation or warning letter from NFA or CFTCregarding non-compliance by the Trading Advisor with the CEA or the regulationsthereunder.

###  

## (b)           The Manager hereby represents and warrants to theother parties as follows:

##  

### (i)               The Manager is duly organized and validly existing andin good standing under the laws of its jurisdiction of formation and in goodstanding under the laws of each other jurisdiction in which the nature orconduct of its business requires such qualification and the failure to soqualify would materially adversely affect the Manager’s ability to perform itsobligations hereunder.

###  

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

###  

### (iii)             This Agreement has been duly and validly authorized,executed and delivered by the Manager and constitutes a legal, valid andbinding agreement of the Manager enforceable in accordance with its terms.

###  

### (iv)             The execution and delivery of this Agreement, theincurrence of the obligations set forth herein and the consummation of thetransactions contemplated herein will not constitute a breach of, or defaultunder, any instrument by which the Manager is bound or any order, rule orregulation applicable to the Manager of any court or any governmental body oradministrative agency having jurisdiction over the Manager.

###  

### (v)              There is not pending, or, to the best of the Manager’sknowledge threatened, any action, suit or proceeding before or by any court orother governmental body to which the Manager is a party, or to which any of theassets of the Manager is subject, which might reasonably be expected to resultin any material adverse change in the condition (financial or otherwise),business or prospects of the Manager or is required to be disclosed pursuant toapplicable CFTC regulations.

###  

### (vi)             The Manager has all governmental, regulatory andcommodity exchange approvals and licenses, and has effected all filings andregistrations with governmental agencies required to conduct its business andto act as described herein or required to perform its obligations hereunder(including, without limitation, registration as a commodity pool operator underthe CEA and membership in NFA as a commodity pool operator), and theperformance of such obligations will not contravene or result in a breach ofany 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 themeaning of the Company Act.

 

10

----

##  

## (c)           The Company represents and warrants to the otherparties as follows:

##  

### (i)               The Company is duly organized and validly existing andin good standing as a limited liability company under the laws of the State ofDelaware 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 Company’s abilityto perform its obligations hereunder.

###  

### (ii)              The Company has the limited liability company powerand authority under applicable law to perform its obligations hereunder.

###  

### (iii)             This Agreement has been duly and validly authorized,executed and delivered by the Company and constitutes a legal, valid andbinding agreement of the Company enforceable in accordance with its terms.

###  

### (iv)             The execution and delivery of this Agreement, theincurrence of the obligations set forth herein and the consummation of thetransactions contemplated herein will not constitute a breach of, or defaultunder, any instrument by which the Company is bound or any order, rule orregulation applicable to the Company of any court or any governmental body oradministrative agency having jurisdiction over the Company.

###  

### (v)              There is not pending, or, to the best of the Company’sknowledge, threatened, any action, suit or proceeding before or by any court orother governmental body to which the Company is a party, or to which any of theassets of the Company is subject, which might reasonably be expected to resultin any material adverse change in the condition (financial or otherwise),business or prospects of the Company or which is required to be disclosedpursuant to applicable CFTC regulations.

###  

### (vi)             The Company has all governmental, regulatory andcommodity exchange approvals and licenses, and has effected all filings andregistrations with governmental agencies required to conduct its business andto act as described herein or required to perform its obligations hereunder andthe performance of such obligations will not contravene or result in a breachof any provision of its certificate of formation, limited liability companyagreement or any other agreement, order, law or regulation binding upon it.

###  

### (vii)            The Company is, and shall at all times during the termof this Agreement be, a Qualified Eligible Person (“QEP”) as defined in CFTC Rule 4.7because it meets one or more of the QEP criteria.

###  

### (viii)           The Company is not subject to (x) Title 1 of theEmployee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975of the Internal Revenue Code of 1986, as amended (the “Code”), including byreason of Section 3(42) of ERISA and any regulations promulgatedthereunder or (y) any similar provisions that may be set forth underapplicable state law.

###  

## (d)           The foregoing representations and warranties shall becontinuing during the entire term of this Agreement and, if at any time, anyevent shall occur which would make 

 

11

----

 

## any of the foregoing representations and warranties ofany party no longer true and accurate, such party shall promptly notify theother parties.

##  

# 12.           Accounting from the Company or the Manager. The Company or the Manager shall provide the Trading Advisor with abalance sheet, income statement and details of accrued incentive feecalculations related to the Company on a monthly basis by the 10th business day ofeach month.

#  

# 13.           Entire Agreement.  ThisAgreement constitutes the entire agreement between the parties hereto withrespect to the matters referred to herein, and no other agreement, verbal orotherwise, shall be binding as between the parties unless it shall be inwriting and signed by the party against whom enforcement is sought.

#  

# 14.           Indemnification.

#  

## (a)           The Company shall indemnify, defend and hold harmlessthe Trading Advisor and its directors, members, officers, shareholders,employees and controlling persons from and against any and all losses, claims,damages, liabilities (joint and several), costs and expenses (including anyinvestigatory, legal and other expenses incurred in connection with, and anyamounts paid in, any settlement; provided that the Company shall have approvedsuch settlement) resulting from a demand, claim, lawsuit, action or proceedingrelating to any of its or their actions or capacities relating to the businessor activities of the Company pursuant to this Agreement; provided that theconduct of such person which was the subject of the demand, claim, lawsuit,action or proceeding did not constitute gross negligence or a material breachof this Agreement or of any fiduciary obligation to 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.

##  

## (b)           The Trading Advisor shall indemnify, defend and holdharmless the Company, the Manager, their respective affiliates and theirrespective directors, officers, shareholders, employees and controlling personsfrom and against any and all losses, claims, damages, liabilities (joint andseveral), costs and expenses (including any reasonable investigatory, legal andother expenses incurred in connection with, and any amounts paid in, anysettlement; provided that the Trading Advisor shall have approved suchsettlement) resulting from a demand, claim, lawsuit, action or proceedingrelating to any action or omission of the Trading Advisor or any of itsrespective 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 did not constitute gross negligence or a materialbreach of this Agreement or any fiduciary obligation of the Company.

##  

## (c)           The Trading Advisor, its officers, members, directors,employees and shareholders shall not be liable to the Company and its officers,directors or members or to any of their successors or assigns except by reasonof acts or omissions in contravention of the express terms of this Agreement,or due to their intentional misconduct or gross negligence, or by reason of nothaving acted in good faith and in the reasonable belief that such actions oromissions were in, or not opposed to, the best interests of the Company.

 

12

----

 

## (d)           The foregoing agreements of indemnity shall be inaddition to, and shall in no respect limit or restrict, any other remedieswhich may be available to an indemnified party.

##  

## (e)           In the event that a person entitled to indemnificationunder this Section 14 is made a party to an action, suit or proceedingalleging both matters for which indemnification may be due hereunder andmatters for which indemnification may not be due hereunder, such person shallbe indemnified only in respect of the former matters.

##  

## (f)            Promptly after receipt by any of the indemnifiedparties under this Agreement of notice of any demand, claim, lawsuit, action orproceeding, the indemnified party shall notify the indemnifying party inwriting of the commencement thereof if a claim for indemnification in respectthereof is to be made under this Agreement. Except to the extent that the indemnifying party is not materiallyprejudiced thereby, the omission so to notify shall relieve the indemnifyingparty from any obligation or liability which it may have to any such indemnifiedparty under this section.  In the eventthat such demand, claim, lawsuit, action or proceeding is brought against aperson entitled to be indemnified under this Agreement, and the indemnifyingparty is notified of the commencement thereof, the indemnifying party shall beentitled to participate therein and, to the extent that the indemnifying partymay wish, to assume the defense thereof, with counsel selected by theindemnifying party and approved by the indemnified person (provided thatapproval may not be unreasonably withheld), and after notice from theindemnifying party to such indemnified person of the indemnifying party’selection so as to assume the defense thereof, the indemnifying party shall notbe liable to such person under this section for any legal or other expenses subsequentlyincurred by such person in connection with the defense thereof, unless theindemnifying party approves the employment of separate counsel by such person(it being understood, however, that the indemnifying party shall not be liablefor legal or other expenses of more than one separate firm of attorneys for allsuch persons indemnified hereunder, which firm shall be designated in writingby the Trading Advisor or the Company, as the case may be).

##  

# 15.           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.

#  

# 16.           Amendment; Waiver.  ThisAgreement shall not be amended except by a writing signed by the partieshereto.  No waiver of any provision ofthis Agreement shall be implied from any course of dealing between the partieshereto or from any failure by either party hereto to assert its rightshereunder on any occasion or series of occasions.

#  

# 17.           Severability.  If anyprovision of this Agreement, or the application of any provision to any personor circumstance, shall be held to be inconsistent with any present or futurelaw, ruling, rule or regulation of any court or governmental or regulatoryauthority having jurisdiction over the subject matter hereof, such provisionshall be deemed to be rescinded or modified in accordance with such law,ruling, rule or regulation, and the remainder of this Agreement, or theapplication of such provision to persons or circumstances other than those asto which it shall be held inconsistent, shall not be affected thereby.

#  

# 18.           Notices.  Any noticerequired or desired to be delivered under this Agreement shall be in writingand shall be delivered by courier service, facsimile, postage 

 

13

----

 

# prepaid mail or other similar means and shall beeffective upon actual receipt by the party to which such notice shall bedirected, addressed as follows (or to such other address as the party entitledto notice shall hereafter designate in accordance with the terms hereof):

#  

ifto the Company or the Manager:

 

COLBYGLOBAL 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

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:

 

Crabel Capital Management, LLC

Attn: Kathryn Daley, Chief Operating Officer

312 East Buffalo Street, Unit #30

Milwaukee, WI 53202

Facsimile: 414-276-2660

Telephone: 414-224-7510

Email: clientrelations@crabel.comand Kathryn@crabel.com

 

# 19.           Governing Law.  ThisAgreement shall be governed by and construed in accordance with the laws of theState of New York without regard to principles of conflicts of law.

#  

# 20.           Consent to Jurisdiction.  The partieshereto agree that any action or proceeding arising directly, indirectly orotherwise in connection with, out of, related to or from this Agreement, anybreach hereof or any transaction covered hereby, shall be resolved, whether byarbitration or otherwise, within the County of New York, City of New York, andState of 

 

14

----

#  

# 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 if appropriatebefore any applicable arbitral body, located within the County of New York,City of New York, and State of New York.

#  

# 21.           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 in any such action orproceeding shall be to seek actual monetary damages for any breach of thisAgreement; provided, however, that the Company agrees that the Trading Advisorand the Manager may seek declaratory judgment with respect to theindemnification provisions of this Agreement.

#  

# 22.           Promotional Material.  None of theparties hereto will make reference to any other such party in officially filedor publicly or privately distributed material without first submitting suchmaterial to the party so named for approval a reasonable period of time inadvance of the proposed use of such material.

#  

# 23.           Confidentiality.  The Companyand the Manager (collectively the “Fund Parties”) shall not disclose to anyperson any information arising out of or relating to the transactions effectedby the Trading Advisor, regardless of whether the source of such informationwas the Trading Advisor or a third party. Notwithstanding the foregoing, the Fund Parties may disclose suchinformation or any portion thereof (i) pursuant to any subpoena, civilinvestigative demand or similar demand or request of any court, regulatoryauthority, arbitrator, or tribunal, or (ii) to any government orregulatory or self-regulatory body having authority to regulate or overseetheir business, *provided, however*, that (otherthan in connection with a routine audit or examination, in which case the FundParties will seek to obtain confidential treatment of such information by thepersons to whom it is disclosed) they will give the Trading Advisor priorwritten notice of the information to be disclosed to the extent that suchnotice is permissible and the Fund Parties will cooperate with the TradingAdvisor to seek to obtain confidential treatment of such information by thepersons to whom it is disclosed.  TheFund Parties acknowledge and agree that the Trading Advisor’s trading systemsand the methodology utilized by such systems are unique, proprietary to theTrading Advisor, and have been developed at a significant cost to the TradingAdvisor through extensive research and development efforts.  The Fund Parties hereby agree that they shallnot, directly or indirectly, take any steps or make any attempt to reverseengineer or analyze the Trading Advisor’s trading systems or the methodologyutilized by such systems.

#  

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

#  

# 25.           Counterparts.  ThisAgreement may be executed in counterparts, each of which shall be deemed anoriginal but all of which together shall constitute one and the sameinstrument.

 

15

----

#  

# 26.           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.

#  

# *        *        *        *        *

 

16

----

 

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

 
|   |                                           | COLBY 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:  CRABEL  CAPITAL MANAGEMENT, LLC |
|   |                                           |
|   |                                           |
|   |                                           | By:                                   |   |
|   |                                           |                                  | Name: |
|   |                                           |                                  | Title: |

 

17

----

 

**APPENDIX A**

 

**AUTHORIZEDTRADERS**

 

1.               Toby Crabel

 

2.               Sean Greenwaldt

 

3.               Paul Mason

 

4.               Tim Cherne

 

5.               Troy Seebold

 

6.               Steve Hall

 

7.               Steve Brechtel

 

8.               Thomas Gentile

 

9.               Reggie Laubmeier

 

10.         Ryan McDermott

 

A-1

----

 

**APPENDIX B**

 

**COMMODITYINTERESTS TRADED BY CRABEL CAPITAL MANAGEMENT, LLC**

 

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

 
| **Contract**                 | ** ** | **Exchange** | ** ** | **Contract Type** | ** ** |
|------------------------------|------------|--------------|------------|-------------------|------------|
| 2Yr Note                     |       | CBOT         |       | FUTURES           |       |
| 5Yr Note                     |       | CBOT         |       | FUTURES           |       |
| 10Yr Notes                   |       | CBOT         |       | FUTURES           |       |
| 3 month Aluminum             |       | LME          |       | FUTURES           |       |
| 3 month Copper               |       | LME          |       | FUTURES           |       |
| 3 month Nickel               |       | LME          |       | FUTURES           |       |
| 3 month Zinc                 |       | LME          |       | FUTURES           |       |
| Australian 10Yr Bond         |       | SFE          |       | FUTURES           |       |
| Australian Dollar            |       | F/X          |       | FORWARD           |       |
| BOBL                         |       | EUREX        |       | FUTURES           |       |
| Brent Crude                  |       | IPE          |       | FUTURES           |       |
| British Pound                |       | F/X          |       | FORWARD           |       |
| British Pound                |       | CME          |       | FUTURES           |       |
| British Pound/Japanese Yen   |       | F/X          |       | FORWARD           |       |
| CAC-40 Index                 |       | MONEP        |       | FUTURES           |       |
| Canadian 10Yr Govt Bond      |       | ME           |       | FUTURES           |       |
| Canadian Dollar              |       | F/X          |       | FORWARD           |       |
| Canadian Dollar              |       | CME          |       | FUTURES           |       |
| Canadian Dollar/Japanese Yen |       | F/X          |       | FORWARD           |       |
| Canadian S&P 60 Index    |       | ME           |       | FUTURES           |       |
| Cocoa                        |       | NYBOT        |       | FUTURES           |       |
| Coffee                       |       | NYBOT        |       | FUTURES           |       |
| Corn                         |       | CBOT         |       | FUTURES           |       |
| Cotton                       |       | NYCE         |       | FUTURES           |       |
| DAX Index                    |       | EUREX        |       | FUTURES           |       |
| DJ Euro STOXX 50 Index       |       | EUREX        |       | FUTURES           |       |
| E-mini Dow Jones Index       |       | CBOT         |       | FUTURES           |       |
| E-mini Light Crude Oil       |       | NYMEX        |       | FUTURES           |       |
| E-mini NASDAQ Index          |       | CME          |       | FUTURES           |       |

 

B-1

----

 
| E-mini Natural Gas                    |   | NYMEX |   | FUTURES |   |
|---------------------------------------|--------|-------|--------|---------|--------|
| E-mini Russell 2000 Index             |   | CME   |   | FUTURES |   |
| E-mini Russell 2000 Index             |   | ICE   |   | FUTURES |   |
| E-mini S&P 500 Index              |   | CME   |   | FUTURES |   |
| E-mini S&P MidCap 400 Index       |   | CME   |   | FUTURES |   |
| Euribor                               |   | LIFFE |   | FUTURES |   |
| Euro Currency                         |   | F/X   |   | FORWARD |   |
| Euro Currency                         |   | CME   |   | FUTURES |   |
| Euro Currency/Australian Dollar       |   | F/X   |   | FORWARD |   |
| Euro Currency/British Pound           |   | F/X   |   | FORWARD |   |
| Euro Currency/Czeh Koruna             |   | F/X   |   | FORWARD |   |
| Euro Currency/Hungarian Forints       |   | F/X   |   | FORWARD |   |
| Euro Currency/Japanese Yen            |   | F/X   |   | FORWARD |   |
| Euro Currency/Japanese Yen            |   | CME   |   | FUTURES |   |
| Euro Currency/Norwegian Krone         |   | F/X   |   | FORWARD |   |
| Euro Currency/Swedish Krona           |   | F/X   |   | FORWARD |   |
| Euro Currency/Swiss Franc             |   | F/X   |   | FORWARD |   |
| Euro Dollar                           |   | CME   |   | FUTURES |   |
| FTSE 100 Index                        |   | LIFFE |   | FUTURES |   |
| Gas Oil                               |   | IPE   |   | FUTURES |   |
| Gasoline (Japanese)                   |   | TCM   |   | FUTURES |   |
| German Bund                           |   | EUREX |   | FUTURES |   |
| Gold                                  |   | COMEX |   | FUTURES |   |
| Gold (Japanese)                       |   | TCM   |   | FUTURES |   |
| Gold e-CBOT                           |   | CBOT  |   | FUTURES |   |
| Hang Seng Index                       |   | HKFE  |   | FUTURES |   |
| Heating Oil                           |   | NYMEX |   | FUTURES |   |
| High Grade Copper                     |   | COMEX |   | FUTURES |   |
| H-shares Index                        |   | HKFE  |   | FUTURES |   |
| Isreali Shekel                        |   | F/X   |   | FORWARD |   |
| Japanese Yen                          |   | F/X   |   | FORWARD |   |
| Japanese Yen                          |   | CME   |   | FUTURES |   |
| JGB                                   |   | TSE   |   | FUTURES |   |
| Kerosene (Japanese)                   |   | TCM   |   | FUTURES |   |
| KOSPI 200 Stock Index                 |   | KSE   |   | FUTURES |   |
| Lean Hogs                             |   | CME   |   | FUTURES |   |
| Light Crude Oil                       |   | NYMEX |   | FUTURES |   |
| Live Cattle                           |   | CME   |   | FUTURES |   |
| Long Gilt                             |   | LIFFE |   | FUTURES |   |
| Mexican Peso                          |   | F/X   |   | FORWARD |   |
| Mexican Peso                          |   | CME   |   | FUTURES |   |
| MSCI Singapore Free Stock Index (SGX) |   | SGX   |   | FUTURES |   |
| NASDAQ Index                          |   | CME   |   | FUTURES |   |

 

B-2

----

 
| Natural Gas         |   | NYMEX  |   | FUTURES |   |
|---------------------|--------|--------|--------|---------|--------|
| New Zealand Dollar  |   | F/X    |   | FORWARD |   |
| Nikkei 225 Index    |   | SGX-DT |   | FUTURES |   |
| Nikkei 225 Index    |   | OSE    |   | FUTURES |   |
| Platinum (Japanese) |   | TCM    |   | FUTURES |   |
| Polish Zloty        |   | F/X    |   | FORWARD |   |
| RBOB Gasoline       |   | NYMEX  |   | FUTURES |   |
| Rubber (Japanese)   |   | TCM    |   | FUTURES |   |
| S&P 500 Index   |   | CME    |   | FUTURES |   |
| Schatz              |   | EUREX  |   | FUTURES |   |
| Short Sterling      |   | LIFFE  |   | FUTURES |   |
| Silver              |   | COMEX  |   | FUTURES |   |
| Silver eCBOT        |   | CBOT   |   | FUTURES |   |
| Singapore Dollar    |   | F/X    |   | FORWARD |   |
| South African Rand  |   | F/X    |   | FORWARD |   |
| Soybean Meal        |   | CBOT   |   | FUTURES |   |
| Soybean Oil         |   | CBOT   |   | FUTURES |   |
| Soybeans            |   | CBOT   |   | FUTURES |   |
| SPI-200 Index       |   | SFE    |   | FUTURES |   |
| Sugar               |   | NYBOT  |   | FUTURES |   |
| Swiss Franc         |   | F/X    |   | FORWARD |   |
| Swiss Franc         |   | CME    |   | FUTURES |   |
| Taiwan Index        |   | SGX-DT |   | FUTURES |   |
| TOPIX               |   | TSE    |   | FUTURES |   |
| Turkish Lira        |   | F/X    |   | FORWARD |   |
| U.S. Bonds          |   | CBOT   |   | FUTURES |   |
| Unleaded Gas        |   | NYMEX  |   | FUTURES |   |
| Wheat               |   | CBOT   |   | FUTURES |   |

 

 
|                       | CRABEL CAPITAL  MANAGEMENT, LLC |
|----------------------------|---------------------------------|
|                       |                            |
|                       |                            | By: |   |
|                       |                            |   | Name: M. Kathryn Daley |
|                       |                            |   | Title: Chief Operating  Officer |
|                       |                            |   |
|                       |                            |   |
| Dated as of March 30, 2010 |                            |

 

B-3

----

 

**APPENDIX C**

 

**COMMODITYTRADING AUTHORITY**

 

Crabel Capital Management, LLC

Attn:  Kathryn Daley

Facsimile:  414-276-2660

 

Dear Kathryn Daley:

 

Colby 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,           |
|----------------------------|-----------------------------|
|                       |                        |
|                       | COLBY GLOBAL HORIZONS,  LLC |
|                       |                        |
|                       | By:                         | BLACKROCK INVESTMENT  MANAGEMENT, LLC, |
|                       |                        | its Manager |
|                       |                        |
|                       | By:                         |   |
|                       |                        | Name: |
|                       |                        | Title: |
|                       |                        |
| Dated as of March 30, 2010 | ** **                  |

 

C-1

----

 

**APPENDIX D**

 

**ACKNOWLEDGMENTOF RECEIPT OF CRABEL MEMORANDUM**

 

The undersigned herebyacknowledges receipt of Crabel Capital Management’s****CrabelMemorandum dated January 1, 2010.

 

 
|                       | COLBY GLOBAL HORIZONS,  LLC |
|----------------------------|-----------------------------|
|                       |                        |
|                       | By:                         | BLACKROCK INVESTMENT  MANAGEMENT, LLC, |
|                       |                        | its Manager |
|                       |                        |
|                       | By:                         |   |
|                       |                        | Name: |
|                       |                        | Title: |
|                       |                        |
|                       |                        |
| Dated as of March 30, 2010 | ** **                  |

 

D-1

----