Unassociated Document


    EXHIBIT 10.02

      


       

      ML
FUTURESACCESSsm
ADVISORY AGREEMENT

       

       

      among

       

       

      ML
BLUETREND FUTURESACCESSSM
LLC

       

      


       

       

      MERRILL
LYNCH ALTERNATIVE INVESTMENTS LLC

       

       

      and

       

       

      BLUECREST
CAPITAL MANAGEMENT, L.P.

       

      


      


      


      


      


       

      Dated
as of May 8, 2008

       

      
        
           

        

        
           

          
            

          

        

        
           

        

        
           

          ML
FUTURESACCESSsm
ADVISORY AGREEMENT

           

           

          

            
              	
                      Table of Contents

                    
	 
	
                      Section

                    	
                      Page

                    
	 	 
	
                      1.

                    	
                      Undertakings
      of the Trading Advisor in Connection with Offering.

                    	
                      2

                    
	
                      2.

                    	
                      Duties
      of the Trading Advisor.

                    	
                      3

                    
	
                      3.

                    	
                      Trading
      Advisor Independent

                    	
                      6

                    
	
                      4.

                    	
                      Commodity
      Broker; Floor Brokers

                    	
                      6

                    
	
                      5.

                    	
                      Management
      Fee

                    	
                      7

                    
	
                      6.

                    	
                      Incentive
      Fee.

                    	
                      7

                    
	
                      7.

                    	
                      Term
      and Termination.

                    	
                      8

                    
	
                      8.

                    	
                      Right
      to Advise Others; Uniformity of Acts and Practices

                    	
                      9

                    
	
                      9.

                    	
                      Additional
      Undertakings by the Trading Advisor

                    	
                      9

                    
	
                      10.

                    	
                      Representations
      and Warranties.

                    	
                      10

                    
	
                      11.

                    	
                      Entire
      Agreement

                    	
                      13

                    
	
                      12.

                    	
                      Indemnification

                    	
                      13

                    
	
                      13.

                    	
                      Assignment

                    	
                      14

                    
	
                      14.

                    	
                      Amendment;
      Waiver

                    	
                      14

                    
	
                      15.

                    	
                      Severability

                    	
                      14

                    
	
                      16.

                    	
                      Notices

                    	
                      15

                    
	
                      17.

                    	
                      Governing
      Law

                    	
                      15

                    
	
                      18.

                    	
                      Consent
      to Jurisdiction

                    	
                      15

                    
	
                      19.

                    	
                      Remedies

                    	
                      16

                    
	
                      20.

                    	
                      Survival

                    	
                      16

                    
	
                      21.

                    	
                      Counterparts

                    	
                      16

                    
	
                      22.

                    	
                      No
      Waiver.

                    	
                      16

                    
	
                      23.

                    	
                      Rules
      of Interpretation

                    	
                      16

                    
	
                      24.

                    	
                      Binding
      Effect; Benefit; Third-Party Beneficiary

                    	
                      17

                    
	
                      25.

                    	
                      Confidentiality.

                    	
                      17

                    
	
                      26.

                    	
                      Advisers
      Act Compliance

                    	
                      18

                    
	 
      	 
      	 
      
	
                      _________________________

                    	 
      
	
                      Appendix
      A – List of Commodity Interests Traded by Trading
      Advisors

                    	
                      A-1

                    
	 
      	 
      
	
                      Appendix
      B – Commodity Trading Authority

                    	
                      B-1

                    


            

          

        

      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      ML
FUTURESACCESSsm
ADVISORY AGREEMENT

       

      THIS
ADVISORY AGREEMENT (the “Agreement”), made as of this 8th day of May, 2008,
among ML BLUETREND FUTURESACCESSSM LLC,
a Delaware limited liability company, (the “Fund”), MERRILL LYNCH ALTERNATIVE
INVESTMENTS LLC, a Delaware limited liability company (the “Manager”), and
BlueCrest Capital Management, L.P., a limited partnership registered in England
(the “Trading Advisor”);

       

      W I T N E S S E T H:

       

      WHEREAS, the Fund is one of
the “family” of privately-offered managed futures funds sponsored by the Manager
as part of the “ML FuturesAccessSM
Program,” which provides for investors to invest in, and exchange their
investments among, different funds in the ML FuturesAccessSM
Program (each of which is currently a single-advisor fund), as well as among the
various “hedge funds” in the ML HedgeAccess®
Program (the ML FuturesAccessSM Program and the ML
HedgeAccess®
Program being collectively referred to as the “Program”);

       

      WHEREAS, the Manager intends
to operate a “fund of funds” (“Systematic Momentum FuturesAccess”) — which will
allocate and reallocate its capital among funds (“FuturesAccess Funds”) such as
the Fund, which are established within the ML FuturesAccessSM
Program;

       

      WHEREAS, the Fund has been
formed in order to trade, buy, sell or otherwise acquire, hold or dispose of
forward contracts, futures contracts for commodities, financial instruments and
currencies, rights pertaining thereto and options thereon or on physical
commodities and engage in all activities incident thereto (the foregoing forms
of investment being collectively referred to herein as “commodity interests”)
under the direction of the Trading Advisor;

       

      WHEREAS, the Fund intends,
subject to the terms and conditions set forth herein, to offer units of limited
liability company interest in the Fund (“Units”) for sale to investors in an
offering exempt from registration under the Securities Act of 1933, as amended
(the “1933 Act”), as described in the Fund’s Confidential Program Disclosure
Document, as amended from time to time (the “Memorandum”), which has been filed
with the Commodity Futures Trading Commission (the “CFTC”) and the National
Futures Association (the “NFA”) pursuant to the Commodity Exchange Act, as
amended (the “CEA”), the commodity pool operator and commodity trading advisor
regulations promulgated under the CEA by the CFTC (the “Commodity Regulations”),
and NFA rules promulgated under the CEA (the “NFA Rules”);

       

      WHEREAS, the Manager acts as
manager of the Fund;

       

      WHEREAS, the Trading Advisor
is engaged in the business of, among other things, making trading decisions on
behalf of investors in the purchase and sale of certain commodity
interests;

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      WHEREAS, the Manager has
sponsored the Fund in order that the Trading Advisor, upon the terms and
conditions set forth herein, act as the trading advisor for the Fund, making
commodity interests investment decisions for the Fund on a discretionary basis;
and

       

      WHEREAS, the Trading Advisor
is willing to manage the Fund’s commodity interests trading.

       

      NOW, THEREFORE, the parties
hereto do hereby agree as follows, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and in entering into
this Agreement the parties intend to be legally bound:

       

      1.   Undertakings of the Trading
Advisor in Connection with Offering.

       

      (a)   Trading Advisor to Provide
Current Information.  The Trading Advisor agrees to use its
reasonable best efforts to cooperate with the Fund and the Manager in their
preparation of the Memorandum, including without limitation by providing, as
promptly as may be reasonably practicable, all information (if any) regarding
the Trading Advisor, its “principals,” “trading principals,” and “trading
program” (each of the foregoing as defined in Section 4.10 of the Commodity
Regulations) and “affiliates” (as defined in the 1933 Act) which the Manager
reasonably believes to be necessary or advisable to include in the
Memorandum.

       

      (b)   Solicitation Material;
“Roadshow” Participation.  None of the Trading Advisor and its
affiliates, and their respective owners, principals, directors, officers,
employees, representatives or controlling persons (“Trading Advisor Parties”)
shall use, publish, circulate or distribute the Memorandum or any related
solicitation material nor shall any Trading Advisor Party engage in any
marketing, sales or promotional activities in connection with the offering of
Interests, except as may be requested by the Manager or as may be required by
the Commodity Regulations and the NFA Rules.

       

      (c)   The
Trading Advisor Parties will, to the extent reasonably requested by the Manager,
participate in “road shows,” seminars, presentations and other marketing
activities relating to the Fund as reasonably requested by the Manager, such
participation to be at the expense of the Trading Advisor.

       

      (d)   Performance
Information.

       

      (i)   At all
times while any of the Interests continue to be offered, the Trading Advisor, at
its own expense, shall promptly provide the Fund and the Manager with complete
and accurate performance information (in form and substance consistent with
Sections 4.25 and 4.35 of the Commodity Regulations and the NFA Rules)
reflecting the actual performance of the accounts directed by the Trading
Advisor employing the same or substantially the strategy as that to be employed
for the Fund, and the actual performance of such other accounts as is material
to the Fund, up to the latest practicable date (consistent with Sections 4.25
and 4.35 of the Commodity Regulations), together with any reports or letters
relating to such performance data received from accountants and in the
possession of the Trading Advisor.

       

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      (e)   Access to Books and
Records.  Upon reasonable notice to the Trading Advisor,
Merrill Lynch shall have the right during normal business hours to have access
to the Trading Advisor’s offices in order to inspect such books and records as
Merrill Lynch may reasonably deem necessary in connection with the transactions
contemplated hereby and to copy such books and records as Merrill Lynch may
reasonably deem necessary for regulatory purposes (in each case, subject to such
restrictions as the Trading Advisor may reasonably deem necessary or advisable
so as to preserve the confidentiality of proprietary information with respect to
clients and investors other than those who access the Trading Advisor through
the Fund).

       

      (f)   General
Assistance.

       

      (i)   The
Trading Advisor acknowledges and agrees that Merrill Lynch will be expending
substantial resources in preparing the Fund for marketing as well as in
marketing the Interests.  The Trading Advisor agrees to cooperate with
Merrill Lynch in doing so to the fullest extent reasonably
practicable.

       

      (ii)   In
consideration of Merrill Lynch’s reliance on the Trading Advisor’s availability
and ability to manage the Fund, the Trading Advisor agrees promptly to notify
the Manager in the event that the Trading Advisor has any reason to believe that
the Trading Advisor may not be able or willing to do so to the full extent set
forth herein.

       

      (iii)   So long
as the Fund has assets of at least $500 million, the Trading Advisor agrees,
subject to Section 8, not to accept other client capital or accounts if doing so
could reasonably be expected to impair the Trading Advisor’s ability to manage
the Fund as contemplated by the Memorandum.

       

      (iv)   The
Trading Advisor acknowledges that the Manager is registered as an “investment
adviser” with the Securities and Exchange Commission and agrees to take such
steps as the Manager may reasonably request to ensure that the Fund is operated
in full compliance with the Investment Advisers Act of 1940, as amended (the
“Advisers Act”).

       

      2.   Duties of the Trading
Advisor.

       

      (a)   Trading for the
Fund.  The Trading Advisor shall act as a trading advisor for
the Fund.  The Trading Advisor, the Manager and the Fund agree that in
managing the Fund, the Trading Advisor shall implement the trading program and
strategies (the “Trading Program”) as provided by the Trading Advisor for
incorporation into the Memorandum.  The Trading Advisor shall have
sole and exclusive authority and responsibility for directing the Fund’s
trading, subject to the Manager’s fiduciary authority to intervene to overrule
or unwind trades if the Manager deems that doing so is necessary or advisable
for the protection of the Fund.  The Fund or the Manager may also
override the trading instructions of the Trading Advisor to the extent
necessary:  (i) to fund any distributions or redemptions of Units
to be made by the Fund; (ii) to pay the Fund’s expenses; and/or (iii) to
comply with speculative position limits; provided that the Fund and the Manager
shall permit the Trading Advisor three days in which to liquidate 

       

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      positions
for the purposes set forth in clauses (i)-(ii) prior to exercising its override
authority.  Subject to Section 12, the Trading Advisor shall have no
liability for the results of any action (or non-action) of the Manager or Fund
overriding the Trading Advisor including pursuant to clauses (i)-(ii)
above.

       

      The
Trading Advisor shall give the Fund at least 30 days’ prior written notice of
any proposed material change in the Trading Program and shall not make any such
proposed material change without the Manager’s consent.  The addition
and/or deletion of commodity interests from the Fund’s portfolio managed by the
Trading Advisor shall not be deemed a change in the Trading Advisor’s trading
approach and prior written notice to the Fund or the Manager shall not be
required therefor, except as set forth in Section 2(b) below.

       

      (b)   List of Commodity Interests
Traded by the Trading Advisor.

       

      (i)   The
Trading Advisor shall provide the Fund and the Manager with a complete list of
commodity interests which it intends to trade on the Fund’s
behalf.  All commodity interests other than regulated futures
contracts and options on regulated futures contracts traded on a qualified board
or exchange in the United States shall be listed on Appendix A to this
Agreement.  The addition of commodity interests (other than forward
contracts on foreign currencies) to the Fund’s portfolio managed by the Trading
Advisor as set forth in Appendix A to this Agreement shall require prior written
notice to the Fund or the Manager and an amendment to Appendix A.

       

      (ii)   The
Trading Advisor acknowledges and agrees that U.S. investors are prohibited from
trading in certain instruments — for example, certain “contracts for
differences,” and certain non-U.S. stock index futures and related
options.  The Trading Advisor agrees not to trade any such instruments
for the Fund, should the Manager so request.

       

      (c)   Capacity; Speculative
Position Limits.

       

      (i)   To the
extent that the Trading Advisor’s trading is subject to capacity limitations,
the Trading Advisor agrees that it will reserve for the Fund sufficient trading
capacity that the Fund’s trading would be unrestricted by such limits were the
Fund’s capital to total $250 million, provided that the Trading Advisor may
restrict the amounts that the Fund may deposit into its account advised by the
Trading Advisor in a particular month as follows:  (i) for the first
month in which the Fund makes such a deposit, the Trading Advisor may limit the
deposit to $75 million, (ii) thereafter, the Trading Advisor may limit the
deposit to $30 million (or such lesser amount as the Trading Advisor reasonably
deems necessary, in extraordinary circumstances, to comply with its duty to
clients), provided, that the imposition of such limitations for a particular
month shall not reduce the total capacity reserved for the Fund, and, provided
further, that the Trading Advisor shall have no obligation to accept additional
deposits once the $250 million limitation has been reached.  The
Trading Advisor also agrees to consult with the Manager in the event that,
notwithstanding the undertaking in the 

       

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      preceding
sentence, the Manager believes that capacity restrictions may affect the Trading
Advisor’s strategy on behalf of the Fund.

       

      (ii)   If the
Trading Advisor (either alone or aggregated with the positions of any other
person, if such aggregation shall be required by the CEA, the CFTC or any other
regulatory authority having jurisdiction) shall exceed or be about to exceed
applicable limits in any commodity interest traded for the Fund, the Trading
Advisor shall immediately take such action as the Trading Advisor may deem fair
and equitable to comply with the limits, and shall immediately deliver to the
Fund a written explanation of the action taken to comply with such
limits.  If such limits are exceeded by the Fund, the Manager may
require the Trading Advisor to liquidate positions as required.

       

      (d)   No Authority to Invest
Assets Held in Securities and Cash.  The Fund and the Manager,
and not the Trading Advisor, shall have the sole and exclusive authority and
responsibility with regard to the investment, maintenance and management of the
Fund’s assets other than in respect of the Trading Advisor’s trading of the
Fund’s assets in commodity interests.

       

      (e)   Trading
Authorization.  Prior to the Fund commencing operations, the
Fund shall deliver to the Trading Advisor a trading authorization in the form of
Appendix B hereto appointing the Trading Advisor as an agent of the Fund and
attorney-in-fact for such purpose.

       

      (f)   Delivery of Disclosure
Documents and Reports.  The Trading Advisor shall, during the
term of this Agreement, deliver to the Fund copies of all disclosure documents
and reports to investors, if any, prepared by the Trading Advisor and relating
to the Trading Program, promptly following preparation of such disclosure
documents or reports.

       

      (g)   Trade
Reconciliations.  The Trading Advisor acknowledges its
obligation to review its commodity interest positions on a daily basis and to
notify the Fund and the Manager promptly of any errors committed by the Trading
Advisor or any trade which the Trading Advisor believes was not executed in
accordance with its instructions and which cannot be promptly
resolved.

       

      (h)   Trade
Information.  The Trading Advisor shall use reasonable efforts
to provide trade information to OMR Systems by electronic file by 4:30 p.m.
Eastern Time on the date of any trade made on behalf of the
Fund.  Such reports may be provided directly by the Trading Advisor or
by GlobOp Financial Services (Cayman) Limited, the Trading Advisor’s primary
administrator.

       

      (i)   Letter
Agreement.  As of April 30, 2008, the Manager, Merrill Lynch,
Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and the Trading
Advisors entered into a Letter Agreement (the “Letter Agreement”) setting forth
the legally binding agreements with respect to certain matters relating to the
organization and marketing of the Fund.  This Agreement, which deals
primarily with the Trading Advisor’s management of the Fund’s trading, is to be
read and interpreted in conjunction with the Letter Agreement, and vice versa.

       

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      (j)   No Guarantee of
Profits.  The Fund and the Manager both specifically
acknowledge that in agreeing to manage the Fund, the Trading Advisor is in no
respects making any guarantee of profits or of protections against loss, but it
is undertaking to use reasonable best efforts to trade profitably on behalf of
the Fund.

       

      3.   Trading Advisor
Independent.  For all purposes of this Agreement, the Trading
Advisor shall be deemed to be an independent contractor and shall have no
authority to act for or represent the Fund in any way and shall not otherwise be
deemed to be an agent of the Fund.  Nothing contained herein shall
create or constitute the Trading Advisor and any other trading advisor for the
Fund, the Fund or the Manager as a member of any partnership, joint venture,
association, syndicate, unincorporated business or other separate entity, nor
shall be deemed to confer on any of them any express, implied, or apparent
authority to incur any obligation or liability on behalf of any
other.  The parties acknowledge that the Trading Advisor has not been
an organizer or promoter of the Fund.

       

      4.   Commodity Broker; Floor
Brokers

       

      (a)   (i) Clearing of All
Trades.  The Trading Advisor shall clear orders for all
commodity interest transactions for the Fund through such commodity broker or
brokers as the Fund shall designate from time to time in its sole discretion
(the Fund currently so designating Merrill Lynch).  The Trading
Advisor will not, without the consent of the Manager, trade on a “give up” basis
through floor brokers not affiliated with Merrill Lynch.  The Manager
will review and approve or disapprove all executing brokers proposed by the
Trading Advisor for the Fund’s account.  If an executing broker is
approved, the Fund will not hold the Trading Advisor liable for any error or
breach of contract by any such executing broker, except to the extent
attributable to the Trading Advisor’s negligence, misconduct or bad faith on the
part of the Trading Advisor.  Irrespective of whether floor brokers
unaffiliated with Merrill Lynch receive the Manager’s consent to execute trades
on behalf of the Fund, all such trades will be “given-up” to be carried by
Merrill Lynch.  The Trading Advisor shall receive copies of all
relevant brokerage statements for the Fund directly from Merrill
Lynch.

       

      (ii) The Fund
will be subject to round turn commission rates as determined from time to time
by Merrill Lynch and consistent with disclosures made to investors.

       

      (b)   Forward
Trading.

       

      (i)   All
forward trades for the Fund shall be executed through the forward dealer(s)
(which may be affiliates of the Manager) designated by the Manager, provided
that at the request of the Trading Advisor, the Manager may consent to other
forward trading arrangements, which consent shall not be unreasonably
withheld.  If a forward dealer is approved, the Fund will not hold the
Trading Advisor liable for any error or breach of contract by any such forward
dealer, except to the extent attributable to the Trading Advisor’s negligence,
misconduct or bad faith on the part of the Trading Advisor.

       

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      (ii)   If
necessary for the Trading Advisor to trade pursuant to the Trading Program, the
Fund shall provide adequate dealing lines of credit for the Trading Advisor to
place orders for spot and forward currency contracts on behalf of the
Fund.

       

      (iii)   Any “F/X
prime brokerage” arrangements which the Trading Advisor may wish to establish
for the Fund shall be subject to the approval of the Manager.

       

      (c)   The
Trading Advisor acknowledges that the Fund shall be subject to the brokerage
commissions and administrative fees and costs specified in the
Memorandum.

       

      (d)   Floor Brokerage
Costs.  The “floor brokerage,” “give-up” fees and other
transaction costs charged by any floor broker, other than Merrill Lynch, to
effect Fund transactions shall be subject to the approval of Merrill Lynch,
which shall pay such costs, such approval not to be unreasonably withheld
provided that such fees and transaction costs are competitive with Merrill
Lynch’s standard rates.

       

      5.   Management
Fee.  As of the last business day of each calendar month, the
Fund shall pay the Trading Advisor a Management Fee equal to 1/12 of 1% (a 1%
annual rate) of the aggregate gross asset value (for the avoidance of doubt,
prior to reduction for any accrued Incentive Fees or for the Management Fee
being calculated) of the Fund.  Such Management Fee shall be pro rated in the case of
partial calendar months, but shall not be subject to rebate once
paid.

       

      6.   Incentive
Fee.

       

      (a)   The Fund
will pay to the Trading Advisor, as of each December 31 (“Incentive Fee
Calculation Date”), an Incentive Fee equal to 25% of any New Trading Profit
recognized by the Fund as of such Incentive Fee Calculation Date.

       

      (b)   “Trading
Profits” equals any profits earned from the futures trading of the Fund
conducted by the Trading Advisor, after deduction for all fees and expenses
incurred by the Fund, other than the Incentive Fee itself.

       

      (c)   “New
Trading Profit” equals any increase in the Net Asset Value (as defined in the
Memorandum, subject to Section 6(f)) of the Fund as of the current Incentive Fee
Calculation Date over the High Water Mark attributable to the Fund.

       

      (d)   (i)           The
High Water Mark attributable to the Fund, shall be equal to the highest Net
Asset Value attributable to the Fund, after reduction for the Incentive Fee then
paid, as of any preceding Incentive Fee Calculation Date.  The High
Water Mark shall be increased dollar-for-dollar by new subscriptions and
decreased proportionately when the Fund makes withdrawals of capital from the
Fund’s account advised by the Trading Advisor pursuant to this Agreement
(“Capital Withdrawals”) (other than to pay expenses).  The
proportionate High Water Mark reduction made as a result of Capital Withdrawals
shall be calculated by multiplying the High Water Mark in effect immediately
prior to such Capital Withdrawal by the fraction the numerator of which
is

       

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      the Net
Asset Value of the Fund immediately following such reallocation and the
denominator of which is the Net Asset Value of the Fund immediately before such
Capital Withdrawal, prior to reduction for any accrued Incentive
Fee.

       

      (ii)   If an
Incentive Fee is paid as of an Incentive Fee Calculation Date, the High Water
Mark is reset to the Net Asset Value of the Fund immediately following such
payment.

       

      (iii)   For the
avoidance of doubt, the High Water Mark shall be determined on the basis of the
Fund, not on the basis of any individual investors or group of investors in
either.

       

      (e)   When
there is an accrued Incentive Fee at the time any Capital Withdrawal is made,
the Incentive Fee attributable to such reallocation will be
paid.  Such Incentive Fee shall be determined by multiplying the
Incentive Fee that would have been paid had the date of the Capital Withdrawal
been an Incentive Fee Calculation Date by the fraction the numerator of which is
the amount of the Capital Withdrawal and the denominator of which is the Net
Asset Value of the Fund immediately prior to the Capital Withdrawal, in each
case prior to reduction for the accrued Incentive Fee.  Such Incentive
Fee will be paid from and reduce the amount of the Capital
Withdrawal.

       

      (f)   Net Asset
Value for purposes of calculating the Incentive Fee shall not include any
interest income earned by the Fund (although such interest income shall increase
Net Asset Value for purposes of determining the value of the
Interests).  For the avoidance of doubt, no Incentive Fee shall be
payable on any interest income earned by the Fund.

       

      (g)   Termination
of this Agreement shall be treated as an Incentive Fee Calculation
Date.

       

      (h)   The
Trading Advisor will, at the request of the Manager, receive the Incentive Fee
either as a fee or as a profit allocation.

       

      7.   Term and
Termination.

       

      (a)   Term and
Renewal.  This Agreement shall continue in effect until the
third December 31 after the effectiveness of this
Agreement.  Thereafter, this Agreement shall be automatically renewed
for successive one-year periods, on the same terms, unless terminated by either
the Trading Advisor or the Fund upon 120 days’ notice to the other
party.  For the avoidance of doubt, the Trading Advisor recognizes
that the resources which the Manager has and will commit to the sponsorship and
marketing of the Fund are only economically justifiable for Merrill Lynch if
Merrill Lynch can rely on a long-term commitment from the Trading Advisor to
manage the Fund, and the Trading Advisor hereby commits to do so (subject to the
terms and conditions set forth herein.)

       

      (b)   Termination.  Notwithstanding
Section 7(a) hereof:

       

      (i)   this
Agreement shall terminate immediately if the Fund shall terminate and be
dissolved as determined by the Manager;

       

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      (ii)   the
Trading Advisor may terminate this Agreement upon 90 days’ notice in the event
it independently determines not to pursue the trading strategy in which it
engages on behalf of the Fund for any accounts;

       

      (iii)   Either
the Manager or the Trading Advisor may terminate this Agreement upon 30 days’
notice:  (i) as of the end of the first full calendar quarter
subsequent to the twelfth month-end after the date of this Agreement if, as of
such twelfth month-end, the Fund does not have an aggregate capitalization of at
least $50 million, and (ii) as of the end of the first full calendar quarter
subsequent to the twenty-fourth month-end after the date of this Agreement if,
as of such twenty-fourth month-end, the Fund does not have an aggregate
capitalization of at least $100 million.

       

      (iv)   The Fund
and/or the Manager, on the one hand, or the Trading Advisor, on the other, may
terminate this Agreement as a result of a material breach hereof by the other
party, after due notice and an opportunity to cure.

       

      8.   Right to Advise Others;
Uniformity of Acts and Practices.  During the term of this
Agreement, the Trading Advisor Parties shall, subject to the capacity
undertaking set forth herein and the exclusivity undertaking of the Letter
Agreement, be free to advise other investors as to the purchase and sale of
commodity interests, to manage and trade other investors’ commodity interests
accounts and to trade for and on behalf of their own proprietary commodity
interests accounts.  However, under no circumstances shall any Trading
Advisor Party favor any commodity interests account directed by any of them
(regardless of the date on which they began or shall begin to direct such
account) over the Fund’s account, giving due consideration to the trading
program which the Manager has requested the Trading Advisor to trade on behalf
of the Fund.

       

      At the
request of the Fund, the Trading Advisor shall promptly deliver to the Fund a
satisfactory written explanation, in the reasonable judgment of the Fund, of the
differences, if any, in the performance between the Fund’s account and such
other commodity interest accounts traded utilizing the same program or portfolio
(subject to the need to preserve the confidentiality of proprietary information
concerning the Trading Advisor’s trading systems, methods, models, strategies
and formulas and the identity of the Trading Advisor’s clients).

       

      9.   Additional Undertakings by
the Trading Advisor.  No Trading Advisor Party or its
respective successors or assigns shall:  (i) use or distribute
for any purpose the names and/or any other information about any of the
investors in the Fund; (ii) solicit any natural U.S. person (as defined in
Regulation S of the 1933 Act) investor (or a family partnership or other
investment vehicle established for a natural U.S. person or such natural U.S.
person’s family members) with respect to an investment in any account or fund
employing the same or substantially the strategy as that to be employed for the
Fund (unless such investor is already a client of the Trading Advisor or a
prospective client with whom the Trading Advisor already has a preexisting
substantive relationship as of the date of this Agreement); or (iii) knowingly
accept as a client, with respect to an investment in any account or fund
employing the same or substantially the strategy as that to be employed for the
Fund, other than through Merrill Lynch, any natural U.S. person investor (or a
family partnership or other investment vehicle established 

       

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      for such
natural U.S. person or such natural U.S. person’s family members) who has been
an investor in the Fund at any time during the twenty-four full calendar months
prior to such acceptance, unless such investor is already a client of the
Trading Advisor or a prospective client with whom the Trading Advisor already
has a preexisting substantive relationship as of the date of this
Agreement.

       

      10.   Representations and
Warranties.

       

      (a)   The
Trading Advisor hereby represents and warrants to the other parties as
follows:

       

      (i)   The
Trading Advisor is an entity duly organized and validly existing and in good
standing under the laws of the jurisdiction of its organization and in good
standing in each other jurisdiction in which the nature or conduct of its
business requires such qualification and the failure to be duly qualified would
materially affect the Trading Advisor’s ability to perform its obligations under
this Agreement. The Trading Advisor has full corporate, partnership or limited
liability company (as the case may be) power and 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 a valid, binding and enforceable
agreement of the Trading Advisor in accordance with its terms.

       

      (iii)   The
Trading Advisor has all Federal and state governmental, regulatory and commodity
exchange licenses and approvals and has effected all filings and registrations
with Federal and state governmental and regulatory agencies required to conduct
its business and to act as described herein or required to perform its
obligations hereunder (including, without limitation, registration of the
Trading Advisor as a commodity trading advisor under the CEA, and membership of
the Trading Advisor as a commodity trading advisor in NFA, or qualification for
an exemption therefrom), and the performance of such obligation will not violate
or result in a breach of any provision of the Trading Advisor’s certificate of
incorporation, by-laws or any agreement, instrument, order, law or regulation
binding on the Trading Advisor.

       

      (iv)   Assuming
the accuracy of the Manager’s representation in subsection 10(b)(vi) below,
management by the Trading Advisor of an account for the Fund in accordance with
the terms hereof will not violate any of the provisions of the Advisers Act
(assuming that the Fund is not an “investment company” within the meaning of the
Investment Company Act of 1940).

       

      (v)   The
Trading Advisor’s implementation of its trading program will not infringe any
other person’s copyrights, trademark or other property rights.

       

      (vi)   The
execution and delivery of this Agreement, the incurrence of the obligations
herein set forth and the consummation of the transactions contemplated herein
will not constitute a breach of, or default under, any 

       

       

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      instrument
by which the Trading Advisor is bound or any order, rule or regulation
application to the Trading Advisor of any court or any governmental body or
administrative agency having jurisdiction over the Trading Advisor.

       

      (vii)   Other
than as may have been disclosed in writing to the Manager by the Trading
Advisor, there is not pending, or to the best of the Trading Advisor’s knowledge
threatened, any action, suit or proceeding before or by any court or other
governmental body to which the Trading Advisor is a party, or to which any of
the assets of the Trading Advisor is subject, which might reasonably be expected
to result in any material adverse change in the condition, financial or
otherwise, business or prospects of the Trading Advisor.  The Trading
Advisor has not received any notice of an investigation or warning letter from
NFA or CFTC regarding non-compliance by the Trading Advisor with the CEA or the
regulations thereunder.

       

      (b)   The
Manager hereby represents and warrants to the other parties as
follows:

       

      (i)   The
Manager is duly organized and validly existing and in good standing under the
laws of its jurisdiction of formation and in good standing under the laws of
each other jurisdiction in which the nature or conduct of its business requires
such qualification and the failure to so qualify would materially adversely
affect the Manager’s ability to perform its obligations hereunder.

       

      (ii)   The
Manager has the corporate power and authority under applicable 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 and binding agreement of the Manager
enforceable in accordance with its terms.

       

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

       

      (v)   There is
not pending, or, to the best of the Manager’s knowledge threatened, any action,
suit or proceeding before or by any court or other governmental body to which
the Manager is a party, or to which any of the assets of the Manager is subject,
which might reasonably be expected to result in any material adverse change in
the condition (financial or otherwise), business or prospects of the Manager or
is required to be disclosed pursuant to applicable CFTC
regulations.  The Manager has not received any notice of an
investigation or warning letter from NFA or CFTC regarding non-compliance by the
Manager with the CEA or the regulations thereunder.

       

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

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

       

      (vii)   The
Manager acknowledges receipt, on behalf of both itself and the Fund, of all
disclosure documents required to be delivered by the Trading Advisor Parties
pursuant to applicable Commodity Regulations or NFA Rules and of the Trading
Advisor’s Form ADV Part II.

       

      (c)   The Fund
represents and warrants as of the date of its formation to the other parties as
follows:

       

      (i)   The Fund
is duly organized and validly existing and in good standing under the laws of
the jurisdiction of its formation and in each other jurisdiction in which the
nature or conduct of its business requires such qualification and the failure to
so qualify would materially adversely affect the Fund’s ability to perform its
obligations hereunder.

       

      (ii)   The Fund
has the power and authority under applicable law to perform its obligations
hereunder.

       

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

       

      (iv)   The
execution and delivery of this Agreement, the incurrence of the obligations set
forth herein and the consummation of the transactions contemplated herein will
not constitute a breach of, or default under, any instrument by which the Fund
is bound or any order, rule or regulation applicable to the Fund of any court or
any governmental body or administrative agency having jurisdiction over the
Fund.

       

      (v)   There is
not pending, or, to the best of the Fund’s knowledge threatened, any action,
suit or proceeding before or by any court or other governmental body to which
the Fund is a party, or to which any of the assets of the Fund is subject, which
might reasonably be expected to result in any material adverse change in the
condition (financial or otherwise), business or prospects of the Fund or is
required to be disclosed pursuant to applicable CFTC regulations.  The
Fund has not received any notice of an investigation or warning letter from


       

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

      NFA or
CFTC regarding non-compliance by the Fund with the CEA or the regulations
thereunder.

       

      (vi)   The Fund
has all federal and state governmental, regulatory and commodity exchange
approvals and licenses, and has effected all filings and registrations with
federal and state governmental agencies required to conduct its business and to
act as described herein or required to perform its obligations hereunder and the
performance of such obligations will not contravene or result in a breach of any
provision of its certificate of formation, organization agreement or any
agreement, order, law or regulation binding upon it.

       

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

       

      General

       

      11.   Entire
Agreement.  This Agreement and the Letter Agreement constitute
the entire agreement between the parties hereto with respect to the matters
referred to herein, and no other agreement, verbal or otherwise, shall be
binding as between the parties unless it shall be in writing and signed by the
party against whom enforcement is sought.

       

      12.   Indemnification.  The
Fund shall indemnify, defend and hold harmless the Trading Advisor Parties from
and against any and all losses, claims, damages, liabilities (joint and
several), costs and expenses (including any investigatory, legal and other
expenses incurred in connection with, and any amounts paid in, any settlement;
provided that
the Fund shall have approved such settlement) (collectively, “Losses”) resulting
from a demand, claim, lawsuit, action or proceeding relating to any of such
person’s actions or capacities relating to the business or activities of the
Fund pursuant to this Agreement; provided that the
conduct of such person which was the subject of such Losses did not constitute
negligence, misconduct or a breach of this Agreement or of any fiduciary
obligation to the Fund and was done in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best interests of the
Fund.  The termination of any demand, claim, lawsuit, action or
proceeding by settlement shall not, in itself, create a presumption that the
conduct in question was not undertaken in accordance with the standard of care
set forth above in this Section 12.

       

      The
Trading Advisor shall indemnify, defend and hold harmless the Fund
and  the Manager, their respective affiliates and their respective
directors, officers, employees, representatives and controlling persons
(“Merrill Lynch Parties”) from and against any and all Losses relating to any
action or omission of the Trading Advisor or any of its respective officers,
directors or employees relating to the business or activities of such person
under this Agreement or relating to the management of the Fund; provided the conduct
of such person which was the subject of the demand, claim, lawsuit, action or
proceeding constituted negligence or misconduct or a breach of this Agreement or
was an action or omission taken otherwise than in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interests of the
Fund.

       

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

      The
foregoing agreements of indemnity shall be in addition to, and shall in no
respect limit or restrict, any other remedies which may be available to an
indemnified party.

       

      Any
indemnification required by this Section 12, unless ordered or expressly
permitted by a court, shall be made by the indemnifying party only upon a
determination by independent legal counsel mutually agreeable to the parties
hereto in a written opinion that the conduct which is the subject of the Losses
meets the applicable standard set forth in this Section 12.

       

      In the
event that a person entitled to indemnification under this Section 12, is made a
party to an action, suit or proceeding alleging both matters for which
indemnification may be due hereunder and matters for which indemnification may
not be due hereunder, such person shall be indemnified only in respect of the
former matters.

       

      Promptly
after receipt by any of the indemnified parties under this Agreement of notice
of any demand, claim, lawsuit, action or proceeding, the indemnified party shall
notify the indemnifying party in writing of the commencement thereof if a claim
in respect thereof is to be made under this Agreement.  Except to the
extent that the indemnifying party is not materially prejudiced thereby, the
omission so to notify shall relieve the indemnifying party from any obligation
or liability which it may have to any such indemnified party under this
section.  In the event that such demand, claim, lawsuit, action or
proceeding is brought against a person indemnified under this Agreement, and the
indemnified party is notified of the commencement thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that the
indemnifying party may wish, to assume the defense thereof, with counsel
selected by the indemnifying party and approved by the indemnified person
(provided that approval may not be unreasonably withheld), and after notice from
the indemnifying party to such indemnified person of the indemnifying party’s
election so as to assume the defense thereof, the indemnifying party shall not
be liable to such person under this section for any legal or other expenses
subsequently incurred by such person in connection with the defense thereof,
unless the indemnifying party approves the employment of separate counsel by
such person (it being understood, however, that the indemnifying party shall not
be liable for legal or other expenses of more than one separate firm of
attorneys for all such persons indemnified hereunder, which firm shall be
designated in writing by the Trading Advisor or the Manager, as the case may
be).

       

      13.   Assignment.  This
Agreement shall not be assigned by any of the parties hereto without the prior
express written consent of the other parties hereto.

       

      14.   Amendment.  This
Agreement shall not be amended except by a writing signed by the parties
hereto.

       

      15.   Severability.  If
any provision of this Agreement, or the application of any provision to any
person or circumstance, shall be held to be inconsistent with any present or
future law, ruling, rule or regulation of any court or governmental or
regulatory authority having jurisdiction over the subject matter hereof, such
provision shall be deemed to be rescinded or modified in accordance with such
law, ruling, rule or regulation, and the remainder of this Agreement, or the
application of such provision to persons or circumstances other than those as to
which it shall be held inconsistent, shall not be affected thereby.

       

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

       

      16.   Notices.  Any
notice required or desired to be delivered under this Agreement shall be in
writing and shall be delivered by courier service, facsimile, e-mail, any form
of electronic file transfer, mail, postage prepaid mail or other similar means
and shall be effective upon actual receipt by the party to which such notice
shall be directed, addressed as follows (or to such other address as the party
entitled to notice shall hereafter designate in accordance with the terms
hereof):

       

      if to the
Fund:

       

      ML
BLUETREND FUTURESACCESS, LLC

      c/o
Merrill Lynch Alternative Investments LLC

           Manager

      1200
Merrill Lynch Drive (1B)

      Pennington,
NJ 08534

      Attn:  Craig
Deardorff

      


      if to the
Manager:

       

      MERRILL
LYNCH ALTERNATIVE INVESTMENTS LLC

      Princeton
Corporate Campus

      1200
Merrill Lynch Drive (1B)

      Pennington,
NJ 08534

      Attn:  Craig
Deardorff

       

      if to the
Trading Advisor:

       

      BLUECREST CAPITAL MANAGEMENT,
L.P.

      40 Grosvenor Place

      London SW1X 7AW

      England

      Attn:
General Counsel

       

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

       

      18.   Consent to
Jurisdiction.  The parties hereto agree that any action or
proceeding arising directly, indirectly or otherwise in connection with, out of,
related to or from this Agreement, any breach hereof or any transaction covered
hereby, shall be resolved, whether by arbitration or otherwise, within the
County of New York, City of New York, and State of New
York.  Accordingly, the parties consent and submit to the jurisdiction
of the federal and state courts and any applicable arbitral body located within
the County of  New York, City of New York, and State of New
York.  The parties further agree that any such action or proceeding
brought by  either party to enforce any right, assert any claim, or
obtain any relief whatsoever in connection with this Agreement shall be brought
by such party exclusively in federal or state courts, or if appropriate before
any applicable arbitral body, located within the County of New York, City of New
York and State of  New York.

       

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

       

      19.   Remedies.  In
any action or proceeding arising out of any of the provisions of this Agreement,
the Trading Advisor, the Manager and the Fund agree that they shall not seek any
prejudgment equitable or ancillary relief.  Such parties also agree
that their sole remedy in any such action or proceeding shall be to seek actual
monetary damages for any breach of this  Agreement; provided, however,
that the Fund agrees that the Trading Advisor and the Manager may seek
declaratory judgment with respect to the indemnification provisions of this
Agreement.

       

      20.   Survival.  The
provisions of this Agreement shall survive the termination hereof with respect
to any matter arising while this Agreement shall be in effect.

       

      21.   Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall,
however, together constitute one and the same document.  Facsimile
signature pages shall have the same binding force and effect as original
copies.

       

      22.   No
Waiver.

       

      (a)   No
failure or delay on the part of the Manager in exercising any right, power or
remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or
remedy.  Failure on the part of the Fund or the Manager to complain of
any act of the other or to declare the other in default under this Agreement,
irrespective of how long such failure continues, shall not constitute a waiver
by the Fund or the Manager of its rights with respect to such default until the
applicable statute-of-limitations period has run.  No waiver of any
provision of this Agreement shall be implied from any course of dealing between
the parties hereto or from any failure by either party hereto to assert its
rights hereunder on any occasion or series of occasions.

       

      (b)   Any
waiver granted hereunder must be in writing and shall be valid only in the
specific instance in which given.

       

      23.   Rules of Interpretation /
Definitions.  In this Agreement, unless inconsistent with the
context or the contrary intention appears, a reference to:

       

      (a)   “May”
shall be construed as permissive;

       

      (b)   A
“notice” means written notice unless otherwise stated;

       

      (c)   “Shall”
shall be construed as imperative;

       

      (d)   The
singular includes the plural and vice versa;

       

      (e)   The
masculine includes the feminine and neuter respectively;

       

      (f)   Writing
includes typewriting, printing, lithography, photography and other modes of
representing or reproducing words in a legible and non-transitory
form;

       

      (g)   Any
reference to a law, agreement or a document shall be deemed also to refer to any
amendment, supplement or replacement thereof;

       

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

       

      (h)   Whenever
this Agreement refers to a number of days, such number shall refer to calendar
days unless such reference specifies Business Days;

       

      (i)   The term
“and/or” is used herein to mean both “and” as well as “or.”  The use
of “and/or” in certain contexts in no respects qualifies or modifies the use of
the terms “and” or “or” in others.  “Or” shall not be interpreted to
be exclusive, and “and” shall not be interpreted to require the conjunctive — in
each case, unless the context otherwise requires;

       

      (j)   The terms
“include” and “including” are to be construed as non-exclusive (so that, by way
of example and for the avoidance of doubt, “including” shall mean “including
without limitation”);

       

      (k)   Whenever
it is provided or contemplated herein that the Manager or the Trading Advisor is
to determine or decide any matter, the Manager or the Trading Advisor, as the
case may be (in the case of the Manager on its own behalf as well as on behalf
of the Fund) shall do so in its sole and absolute discretion, unless otherwise
expressly provided herein;

       

      (l)   In
addition to the authority granted to the Manager pursuant to this Agreement, the
Manager may, but shall have no obligation to, take any action that the Manager
deems necessary or advisable to ensure that the Fund is not in violation of law
or in breach of any contractual provisions;

       

      (m)   The table
of contents to and the headings in this Agreement are for convenience of
reference only and are to be ignored in construing this Agreement;

       

      (n)   Any
reference to “payable” or “paid” or any derivative thereof shall mean credited
to the deferred compensation account, as the context may require;

       

      (o)   No
provision of this Agreement shall be construed in favor of or against any person
by reason of the extent to which any such person, its affiliates, or their
respective employees or counsel participated in the drafting thereof;
and

       

      (p)   In the
event of any inconsistency between the provisions of this Agreement and of the
constituent documents, the parties shall determine on a commercially reasonable
basis which provisions shall control.

       

      24.   Binding Effect;
Benefit.  This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, all persons indemnified hereunder and
their respective estates, permitted successors, transferees, custodians,
executors, administrators, legal representatives, heirs and permitted
assigns.

       

      25.   Confidentiality.

       

      (a)   The
parties hereto each acknowledge that the business and assets of the Merrill
Lynch Parties and of the Trading Advisor Parties are confidential and involve a
wide range of proprietary information, including trade secrets and financial or
commercial information.

       

       

      
        
           

        

        
          17

          
            

          

        

        
           

        

      

       

      (b)   All
information with respect to the Fund (including investment and trading)
activities and assets shall be presumed confidential and proprietary unless the
Manager and the Trading Advisor agree otherwise in writing.  Each
party covenants that it has and it shall at all times keep confidential and not,
directly or indirectly, disclose, divulge, furnish or make accessible to anyone,
or use in any manner that would be adverse to the interests any other party, any
confidential or proprietary information to which the former party has been or
shall become privy relating to the business or assets of any of such other
parties except with the prior written approval of such other party or except for
information that is otherwise publicly available (other than information made
publicly available by breach of this contract) or required to be disclosed by
law.  Each party may, however, share such information with such
party’s service providers, accountants and attorneys (“Permitted Confidants”);
provided, that the Fund’s Permitted Confidants undertake to hold such
information strictly confidential to the same extent set forth herein, and not
in any manner or respect to use any of such information for their personal
gain.

       

      26.   Advisers Act
Compliance.  Any provisions of this Agreement which are
construed to violate the Advisers Act shall be deemed null and void ab initio.  For the
avoidance of doubt, no provision of this Agreement shall be deemed to constitute
a waiver of any person’s rights or claims under any federal or state securities
laws.

       


      
        
           


        

        
          18 


          
            

          

        

        
           


        

      


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

       

       

      ML
BLUETREND FUTURESACCESSSM
LLC

       

      By:  Merrill
Lynch Alternative

      Investments,
LLC,

      Manager

       

      By:________________________________

      Name:

      Title:

       

      MERRILL
LYNCH ALTERNATIVE INVESTMENTS LLC

       

      By:________________________________

      Name:

      Title:

       

      BLUECREST
CAPITAL MANAGEMENT, L.P.

       

      By:________________________________

      Name:

      Title:


      
        
           


        

        
          19 


          
            

          

        

        
           


        

      


      


       

      APPENDIX
A

       

      COMMODITY
INTERESTS TRADED BY

       

      BLUECREST
CAPITAL MANAGEMENT, L.P.

       

      


      The
undersigned represents that the following is a complete list of all commodity
interests which the undersigned intends to trade on behalf of ML BLUETREND FUTURESACCESSSM
LLC other than regulated futures contracts and options on regulated futures
contracts traded on a qualified board of trade or exchange:

       

      Contract
Type

       

      1)OTC
Agricultural Swaps or bullet swaps (fixed for floating) traded between two
counterparties under terms defined in a standard ISDA on a bilateral basis
whereby the reference price of the transaction is based on the following
agricultural futures contracts:

      Corn
Futures – Chicago Board of Trade

      Sugar
Future – New York Board of Trade ICE

      Wheat
Future – Chicago Board of Trade

      Soybean
Future – Chicago Board of Trade

      


      2)Commodity
contracts traded on a non-US Board of Trade or Exchange

      Coffee
Futures – London International Financial Futures Exchange

      Sugar
Futures – London International Financial Futures Exchange

      Cocoa
Futures – London International Financial Futures Exchange

      Palm Oil
Future – Malaysian Derivative Exchange

      Maize
Future – South African Futures Exchange

      Rubber
Future – Tokyo Commodities Exchange

      Coffee
Future – Tokyo Grain Exchange

      Soybean
Future – Tokyo Grain Exchange

      Non GMO
Soybean Future – Tokyo Grain Exchange

      Corn
Future – Tokyo Grain Exchange

      LME
Aluminum HG Future – London Metals Exchange

      LME
Copper  Future – London Metals Exchange

      LME Lead
Future – London Metals Exchange

      LME
Nickel Future – London Metals Exchange

      LME
Tin  Future – London Metals Exchange

      LME Zinc
Future – London Metals Exchange

      Gasoline
Future – Central Japan Commodity Exchange

      Kerosene
Future – Central Japan Commodity Exchange

      Crude Oil
Future – Tokyo Commodities Exchange

       

       

      
        
           

        

        
          A-1

          
            

          

        

        
           

        

      

       

      Gasoline
Future – Tokyo Commodities Exchange

      Kerosene
Future – Tokyo Commodities Exchange

      Gold  Future
– Tokyo Commodities Exchange

      Palladium
Future – Tokyo Commodities Exchange

      Platinum
Future – Tokyo Commodities Exchange

      Silver
Future – Tokyo Commodities Exchange

       
 

      


      BLUECREST
CAPITAL MANAGEMENT, L.P.

       

      By:___________________________

      Name:

      Title:

       

      Dated as
of April 30, 2008

       


      
        
           


        

        
          A-2 


          
            

          

        

        
           


        

      


      


       

      APPENDIX
B

       

      COMMODITY
TRADING AUTHORITY

       

      


      BLUECREST
CAPITAL MANAGEMENT, L.P.

      40
Grosvenor Place

      London
SW1X 7AW

      England

      Attn:
General Counsel

      


      


      Dear
Advisor:

       

      ML
BLUETREND FUTURESACCESSSM
LLC (the “Fund”) does hereby make, constitute and appoint you as its
attorney-in-fact to buy and sell commodity futures and forward contracts
(including foreign futures and options contracts) in accordance with the ML
FuturesAccessSM
Advisory Agreement among us and certain others.

       

      Very
truly yours,

       

      ML
BLUETREND FUTURESACCESSSM
LLC

      


       

      By:  Merrill
Lynch Alternative Investments LLC,

      Manager

       

      By:________________________________

      Name:

      Title:

       

      
        


      

      
        


      

      
        


      

      
        


      

      Dated as
of April 30, 2008