**EXHIBIT 10.01(j)**

** **

**ADVISORY AGREEMENT**

** **

**among**

** **

**MAPLELEAF GLOBAL HORIZONS, LLC,**

** **

**BLACKROCK INVESTMENT MANAGEMENT, LLC,**

** **

**and**

** **

**MAPLERIDGE CAPITAL CORPORATION**

 

**Dated asof March 25, 2010**

 

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**ADVISORYAGREEMENT**

 

**Table ofContents**

 
|                                                                     |   |                                                      |   | **Page** |
|--------------------------------------------------------------------------|--------|-----------------------------------------------------------|--------|----------|
|                                                                     |   |                                                      |   |     |
| 1.                                                                       |   | Undertakings  in Connection with Offering of Units        |   | 1        |
| 2.                                                                       |   | Duties  of the Trading Advisor                            |   | 2        |
| 3.                                                                       |   | Trading  Advisor Independent                              |   | 4        |
| 4.                                                                       |   | Commodity  Broker; Floor Brokers                          |   | 4        |
| 5.                                                                       |   | Allocation  of Company Assets to Trading Advisor          |   | 5        |
| 6.                                                                       |   | Incentive  Fee                                            |   | 6        |
| 7.                                                                       |   | Term  and Termination                                     |   | 7        |
| 8.                                                                       |   | Right  to Advise Others; Uniformity of Acts and Practices |   | 7        |
| 9.                                                                       |   | Speculative  Position Limits                              |   | 8        |
| 10.                                                                      |   | Additional  Undertakings by the Trading Advisor           |   | 8        |
| 11.                                                                      |   | Representations  and Warranties                           |   | 8        |
| 12.                                                                      |   | Entire  Agreement                                         |   | 11       |
| 13.                                                                      |   | Indemnification                                           |   | 11       |
| 14.                                                                      |   | Assignment                                                |   | 13       |
| 15.                                                                      |   | Amendment;  Waiver                                        |   | 13       |
| 16.                                                                      |   | Severability                                              |   | 13       |
| 17.                                                                      |   | Notices                                                   |   | 13       |
| 18.                                                                      |   | Governing  Law                                            |   | 14       |
| 19.                                                                      |   | Consent  to Jurisdiction                                  |   | 14       |
| 20.                                                                      |   | Remedies                                                  |   | 14       |
| 21.                                                                      |   | Promotional  Material                                     |   | 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 25 day of March 2010, among MAPLELEAFGLOBAL HORIZONS, LLC, a Delaware limited liability company (the “Company”),BLACKROCK INVESTMENT MANAGEMENT LLC, a Delaware limited liability company andthe manager of the Company (the “Manager”), and MAPLERIDGE CAPITAL CORPORATION(the “Trading Advisor”);

 

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, 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. 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 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 thedate of this Agreement, the Trading Advisor acts as a trading advisor for theCompany.  The Trading Advisor and theCompany agree that in managing the assets of the Company, the Trading Advisorshall utilize its Diversified Program 2.5X****(the “Program”)as described in the Trading Advisor’s Disclosure Document (the “DisclosureDocument”).  The Trading Advisor maytrade a different portfolio for the Company only with the consent of theManager.  Except as provided otherwise inthis 

 

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## Section 2, the Trading Advisor shall have soleand exclusive authority 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 the TradingAdvisor.  The Trading Advisor shall provide the Companyand the Manager with a complete list of commodity interests which it intends totrade on the Company’s behalf.  Allcommodity interests other than regulated futures contracts and options onregulated futures contracts traded on a qualified board or exchange in theUnited States shall be listed on Appendix B to this Agreement.  The addition of commodity interests (otherthan forward contracts on foreign currencies) to the Company’s portfoliomanaged by the Trading Advisor as set forth in Appendix B to this Agreementshall require prior written notice to the Company or the Manager and anamendment to Appendix B.

##  

## (c)           Investment of Assets Held in Securities and Cash. Notwithstanding any provision of this Agreement to the contrary, theCompany and the Manager, and not the Trading Advisor, shall have the sole andexclusive authority and responsibility with regard to the investment,maintenance and management of the Company’s assets other than in respect of theTrading Advisor’s trading of the Company’s assets in commodity interests.

##  

## (d)           Trading Authorization.  Prior to theCompany’s acceptance of trading advice from the Trading Advisor in accordancewith this Agreement, the Company shall deliver 

 

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## to the Trading Advisor a trading authorization in theform of Appendix C hereto appointing the Trading Advisor as an agent of theCompany and attorney-in-fact for such purpose.

##  

## (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 TradingAdvisor acknowledges its obligation to review its commodity interest positionson a daily basis 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 until it receives the necessaryinformation from the Company, upon which time the Trading Advisor will use theinformation from the Company to evaluate the trade and portfolio information.

##  

## (g)           Trade Information.   The TradingAdvisor shall use reasonable efforts to provide trade information to OMRSystems by electronic file by 4:30 p.m. on the date of any trade made onbehalf 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 any partnership,joint venture, association, syndicate, unincorporated business or otherseparate entity, nor shall this Agreement be deemed to confer on any of themany 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 TradingAdvisor shall clear orders for all commodity interest transactions for theCompany through such commodity broker or brokers as the Company shall designatefrom time to time in its sole discretion (the “Clearing Broker”).  The Trading Advisor will not, without theconsent of the Manager, trade on a “give up” basis through floor brokers notassociated with the Clearing Broker.  TheManager will review and approve or disapprove all executing brokers proposed bythe Trading Advisor for the Company’s account. The Manager agrees that it will only disapprove a proposed executingbroker suggested by the Trading Advisor for cause and that, if an executingbroker is approved, the Company will not hold the Trading Advisor liable forany error or breach of contract by any such executing broker, barringnegligence, misconduct or bad faith on the part of the Trading Advisor.  Even if such floor brokers receive theManager’s consent to execute trades on behalf of the Company, all such tradeswill be “given-up” to be carried by the Clearing Broker.  The Trading Advisor shall receive copies ofall daily and monthly brokerage statements for the Company directly from theClearing Broker.

 

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The parties acknowledgethat the Trading Advisor has no authority or responsibility for selecting acommodity broker or dealers or for the negotiation of brokerage 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 forwardtrades for the Company shall be executed through the forward dealer(s) (whichmay be affiliates of the Manager) designated by the Manager, provided that atthe request of the Trading Advisor, the Manager may consent to some otherforward trading arrangement, which consent shall not be unreasonablywithheld.  The Trading Advisor shall usesuch other banks or dealers only for what the Trading Advisor, 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 the Manager,such approval not to be unreasonably withheld. Such floor brokers shall “give up” all trades on behalf of the Companyto the Clearing Broker for clearance.

##  

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

 

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

#  

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

##  

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

##  

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

 

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

##  

# 6.             Fees.

#  

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

##  

## (b)           Incentive Fee.

##  

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

###  

### (ii)              Subject to the adjustments contemplated below, NewTrading Profit equals any increase in the Post MF Net Asset Value of theCompany as of the current Incentive Fee Calculation Date over the High WaterMark attributable to the Company.  NewTrading Profit will be calculated prior to reduction for any accrued IncentiveFees.  **[**        **].***

###  

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

###  

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

###  

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

 

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* Confidential material redacted and filed separately with theCommission.

 

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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 in any of theforegoing calculations.  For theavoidance of doubt, no Incentive Fee shall be payable on any interest incomeearned by the Company.

###  

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

###  

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

 

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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 and agrees that it andits affiliates shall have a fiduciary responsibility to the Company under thisAgreement.

##  

## (c)           At the request of the Company, the Trading Advisor andits affiliates shall promptly make available to the Company (if available to itwithout unreasonable efforts) copies of the normal daily, monthly, quarterlyand annual, as the case may be, written reports reflecting the performance ofall commodity pool accounts advised, managed, owned or controlled by theTrading Advisor or its affiliates required to be delivered to pool participantspursuant to the CEA and similar written information, including monthly accountstatements, reflecting the performance of all other commodity interest accountsadvised, managed, owned or controlled by the Trading Advisor or its affiliates,with respect to which account reports shall not be required to be delivered tothe owners 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 or its affiliates shall promptlydeliver to the Company a satisfactory written explanation, in the judgment ofthe Company, of the differences, if any, in the performance between the Company’saccount and such other commodity interest accounts traded utilizing the sameprogram or portfolio (subject to the need to preserve the confidentiality ofproprietary information concerning the Trading Advisor’s trading systems,methods, models, strategies and formulas and the identity of the TradingAdvisor’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 liquidate positionsas 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:  (a) use or distribute for any purposewhatsoever any list containing the names and/or residential addresses of and/orother information about the Limited Partners of the Fund; nor (b) directlysolicit any Limited Partner of the Fund for any business purpose whatsoever(unless such Limited Partner is already a client of the Trading Advisor).

#  

# 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 

 

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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 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.

###  

### (iii)             The Trading Advisor has all governmental, regulatoryand commodity exchange licenses and approvals and has effected all filings andregistrations with governmental and regulatory agencies required to conduct itsbusiness and to act as described herein or required to perform its obligationshereunder (including, without limitation, registration of the Trading Advisoras a commodity trading advisor under the CEA, and membership of the TradingAdvisor as a commodity trading advisor in NFA), and the performance of suchobligation will not violate or result in a breach of any provision of theTrading 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’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)              The Trading Advisor’s implementation of its tradingprogram on behalf of the Company will not infringe any other person’scopyrights, trademark or other property 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 threatened, any action, suit or proceeding beforeor by 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 Trading Advisor.  The Trading Advisor has not received anynotice of an investigation or warning letter from NFA or CFTC regardingnon-compliance by the Trading Advisor with the CEA or the regulationsthereunder.

 

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## (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.

###  

## (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 in whichthe nature or conduct of its business 

###  

### 10

### 

###  

### 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 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.

###  

## (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 any of the foregoing representations andwarranties of any party no longer true and accurate, such party shall promptlynotify the other parties.

##  

# 12.           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.

#  

# 13.           Indemnification.

#  

## (a)           The Company shall indemnify, defend and hold harmlessthe Trading Advisor and its affiliates and their respective directors,officers, shareholders, employees and controlling persons from and against anyand all losses, claims, damages, liabilities (joint and several), costs andexpenses (including any investigatory, legal and other expenses incurred inconnection with, and any amounts paid in, any settlement; provided that theCompany 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 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 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 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 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.

##  

## (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)           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 to indemnificationunder this Section 13 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.

##  

## (g)           Promptly after receipt by any of the indemnifiedparties under this Agreement of notice of any demand, claim, lawsuit, action orproceeding, the indemnified party 

 

12

----

 

## 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.  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.

#  

# 16.           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.

#  

# 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:

 

MAPLELEAFGLOBAL 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:

 

Mapleridge Capital Corporation

Attn: Cheryl Davidson

5000 Yonge Street, Suite 1408

M2N 7E9, Toronto,Ontario, Canada

Facsimile: (416) 733-7995

 

# 18.           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.

#  

# 19.           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 New York.  Accordingly, theparties consent and submit to the jurisdiction of the federal and state courtsand any applicable arbitral body located within the County of New York, City ofNew York, and State of New York.  Theparties further agree that any such action or proceeding brought by any partyto enforce any right, assert any claim, or obtain any relief whatsoever in connectionwith this Agreement shall be brought by such party exclusively in federal orstate courts, or if appropriate before any applicable arbitral body, locatedwithin the County of New 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 seekdeclaratory judgment with respect to the indemnification provisions of thisAgreement.

#  

# 21.           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.

#  

# 22.           Confidentiality.  The Companyand the Manager acknowledge that the Trading Advisor’s strategies and tradesconstitute proprietary data belonging to the Trading Advisor and agree thatthey will not disseminate any confidential information regarding any of theforegoing, except as required by law, and any such information as may beacquired by the Manager or the Company is to be used solely to monitor theTrading 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.  ThisAgreement may be executed in counterparts, each of which shall be deemed anoriginal 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.

 
|                                | MAPLELEAF 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: MAPLERIDGE CAPITAL  CORPORATION |
|                                |                                  |   |   |
|                                |                                  |   |   |
|                                | By:                                   |   |
|                                |                                  | Name: |   |
|                                |                                  | Title: |   |

 

16

----

 

**APPENDIX A**

 

**AUTHORIZEDTRADERS**

 

Randal Selkirk

Grant Wells

Keith Tinker

Lynden Myers

Stuart Madden

Joel Laceda

Alexander Cave

Sue Ann Van Damme

Eric Houvenaeghel

Marian Zbyradowski

 

A-1

----

 

**APPENDIX B**

** **

**COMMODITYINTERESTS TRADED BY MAPLERIDGE CAPITAL CORPORATION**

 

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

 
| **US  Contracts**           |   |                   |
|-----------------------------|--------|------------------------|
|                        |   |                   |
| Corn                        |   | CME  (CBOT)  |
| DJIA Index                  |   | CME  (CBOT)  |
| Soybean Meal                |   | CME  (CBOT)  |
| Soybean Oil                 |   | CME  (CBOT)  |
| Soybeans                    |   | CME  (CBOT)  |
| Treasury Bond (30 Year)     |   | CME  (CBOT)  |
| Treasury Note (10 Year)     |   | CME  (CBOT)  |
| Treasury Note 5 Year        |   | CME  (CBOT)  |
| Treasury Note 2 Year        |   | CME  (CBOT)  |
| Wheat                       |   | CME  (CBOT)  |
|                        |   |                   |
| Australian Dollar           |   | CME                    |
| British Pound               |   | CME                    |
| Canadian Dollar             |   | CME                    |
| Copper                      |   | CME  (Comex) |
| Crude Oil                   |   | CME  (Nymex) |
| E-Mini Nasdaq 100 Index     |   | CME                    |
| E-Mini S&P Stock  Index |   | CME                    |
| E-Mini S&P MidCap  400  |   | CME                    |
| Euro Currency               |   | CME                    |
| Eurodollar                  |   | CME                    |
| Feeder Cattle               |   | CME                    |
| Gold                        |   | CME  (Comex) |
| Heating Oil                 |   | CME  (Nymex) |
| Japanese Yen                |   | CME                    |
| Lean Hogs                   |   | CME                    |
| Live Cattle                 |   | CME                    |
| Mexican Peso                |   | CME                    |
| Nasdaq 100 Index            |   | CME                    |
| Natural Gas                 |   | CME                    |
| Nikkei 225 (Dollar)         |   | CME                    |
| Nikkei 225 (Yen)            |   | CME                    |
| Nymex e-minNY Nat Gas       |   | CME  (Nymex) |

 

B-1

----

 
| Nymex mini-Crude        |   | CME  (Nymex) |
|-------------------------|--------|------------------------|
| Palladium               |   | CME  (Comex) |
| Platinum                |   | CME  (Comex) |
| RBOB                    |   | CME  (Nymex) |
| S&P 500 Stock Index |   | CME                    |
| Silver                  |   | CME  (Comex) |
| Swiss Franc             |   | CME                    |
|                    |   |                   |
| Brent Crude             |   | ICE                    |
| Cocoa                   |   | ICE                    |
| Coffee                  |   | ICE                    |
| Cotton #2               |   | ICE                    |
| Sugar (#11 World)       |   | ICE                    |
| US Dollar Index         |   | ICE                    |

 
| **Non-US  Contracts**                                 | ** ** | ** ** |
|-------------------------------------------------------|------------|------------|
|                                                  |       |       |
| DAX Index                                             |       | EUREX      |
| Euro Bund (10 Year)                                   |       | EUREX      |
| Euribor                                               |       | EUREX      |
| EuroStoxx 50 Index (Ext Hr)                           |       | EUREX      |
| Swiss Market  Index [if approved for US clients] |       | EUREX      |
|                                                  |       |       |
| Hang Seng Index                                       |       | HKF        |
|                                                  |       |       |
| KOSPI 200 [if approved  for US clients           |       | KRX        |
|                                                  |       |       |
| FTSE 100 Index                                        |       | LIFFE      |
| Long Gilt                                             |       | LIFFE      |
| Short Stirling                                        |       | LIFFE      |
| EuroYen                                               |       | LIFFE      |
| Robusta Coffee                                        |       | LIFFE      |
|                                                  |       |       |
| CAC 40 Index (Ext Hr)                                 |       | MATIF      |
|                                                  |       |       |
| MIB 30 Italian Index                                  |       | MI         |
|                                                  |       |       |
| Nikkei 225 Osaka                                      |       | OSE        |
| Tokyo 10 Yr JGB                                       |       | TSE        |
| Value Line                                            |       | TSE        |
| EuroYen                                               |       | TSE        |
|                                                  |       |       |
| Bovespa Index                                         |       | BM&F   |
| Brazilian Real/US  Dollar                             |       | BM&F   |
|                                                  |       |       |
| Australian Bond                                       |       | SFE        |
| SPI 200                                               |       | SFE        |

 

B-2

----

 
| MAPLERIDGE CAPITAL  CORPORATION     |
|-------------------------------------|
|                                |   |
|                                | By: |   |
|                                |   | Name: |
|                                |   | Title: |
|                                |   |
|                                |   |
| **Dated as of March 25, 2010** | ** ** |

 

B-3

----

 

**APPENDIX C**

** **

**COMMODITYTRADING AUTHORITY**

 

Mapleridge Capital Corporation

Attn:  Cheryl Davidson

Facsimile:  (416) 847-1099

 

Dear Mapleridge CapitalCorporation:

 

Mapleleaf GlobalHorizons, LLC (the “Company”) does hereby make, constitute and appoint you asits attorney-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,               |
|   |                            |
|   | MAPLELEAF GLOBAL  HORIZONS, LLC |
|   |                            |
|   | By:                             | BLACKROCK INVESTMENT  MANAGEMENT, LLC, |
|   |                            | its Manager |
|   |                            |   |
|   | By:                             |   |
|   |                            | Name: |
|   |                            | Title: |

 

 

**Dated as of March 25, 2010**

 

C-1

----

 

**APPENDIX D**

** **

**ACKNOWLEDGMENTOF RECEIPT OF DISCLOSURE DOCUMENT**

 

The undersigned herebyacknowledges receipt of Mapleridge Capital Corporation’s****DisclosureDocument.

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

 

 

Dated as of March 25,2010

 

D-1

----