EXHIBIT 10.01(m)


 


ADVISORY AGREEMENT


 


among


 


PROSPECT GLOBAL HORIZONS, LLC,


 


BLACKROCK INVESTMENT MANAGEMENT, LLC,


 


and


 


PIA CAPITAL MANAGEMENT LP


 


Dated as
of March 25, 2010


 

















 


ADVISORY
AGREEMENT


 


Table of
Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Undertakings
  in Connection with Offering of Units

  	
  1

  
	
  2.

  	
  Duties
  of the Trading Advisor

  	
  2

  
	
  3.

  	
  Trading
  Advisor Independent

  	
  4

  
	
  4.

  	
  Commodity
  Broker; Floor Brokers

  	
  4

  
	
  5.

  	
  Allocation
  of Company Assets to Trading Advisor

  	
  5

  
	
  6.

  	
  Incentive
  Fee

  	
  6

  
	
  7.

  	
  Term
  and Termination

  	
  7

  
	
  8.

  	
  Right
  to Advise Others; Uniformity of Acts and Practices

  	
  7

  
	
  9.

  	
  Speculative
  Position Limits

  	
  8

  
	
  10.

  	
  Additional
  Undertakings by the Trading Advisor

  	
  8

  
	
  11.

  	
  Representations
  and Warranties

  	
  8

  
	
  12.

  	
  Entire
  Agreement

  	
  11

  
	
  13.

  	
  Indemnification

  	
  11

  
	
  14.

  	
  Assignment

  	
  13

  
	
  15.

  	
  Amendment;
  Waiver

  	
  13

  
	
  16.

  	
  Severability

  	
  13

  
	
  17.

  	
  Notices

  	
  13

  
	
  18.

  	
  Governing
  Law

  	
  14

  
	
  19.

  	
  Consent
  to Jurisdiction

  	
  14

  
	
  20.

  	
  Remedies

  	
  14

  
	
  21.

  	
  Promotional
  Material

  	
  14

  
	
  22.

  	
  Confidentiality

  	
  15

  
	
  23.

  	
  Survival

  	
  15

  
	
  24.

  	
  Counterparts

  	
  15

  
	
  25.

  	
  Headings

  	
  15

  
	
  Appendix
  A - List of Authorized Traders

  	
  A-1

  
	
   

  	
   

  
	
  Appendix
  B — List of Commodity Interests Traded by Trading Advisor

  	
  B-1

  
	
   

  	
   

  
	
  Appendix
  C - Commodity Trading Authority

  	
  C-1

  
	
   

  	
   

  
	
  Appendix
  D — Account Minimum

  	
  D-1

  



 

















 


ADVISORY AGREEMENT


 


THIS ADVISORY AGREEMENT
(the “Agreement”), made as of this 25th day of March 2010, among PROSPECT GLOBAL
HORIZONS, LLC, a Delaware limited liability company (the “Company”), BLACKROCK
INVESTMENT MANAGEMENT LLC, a Delaware limited liability company and the manager
of the Company (the “Manager”), and PIA CAPITAL MANAGEMENT LP (the “Trading
Advisor”);


 


W  I  T  N  E
S  S  E  T  H:


 


WHEREAS, the Company
trades, buys, sells or otherwise acquires, holds or disposes of forward
contracts, futures contracts for commodities, financial instruments and
currencies on United States and foreign exchanges, any rights pertaining
thereto and any options thereon or on physical commodities, as well as such
other financial instruments as may be permitted by the Fund’s (as defined
below) governing and offering documents from time to time, and engages in all
activities incident thereto (the foregoing forms of investment being
collectively referred to herein as “commodity interests”);


 


WHEREAS, the sole holder
of 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 the
Fund (“Units”) for sale to investors in an offering exempt from registration
under the Securities Act of 1933, as amended (the “1933 Act”), pursuant to Section 4(2) thereof
and Rule 506 under Regulation D promulgated thereunder, as described in
the Fund’s Confidential Private Placement Memorandum (the “Memorandum”) that
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 Fund had
previously sold Units publicly pursuant to an effective registration under the
1933 Act.  Such public offering was
discontinued in 1998, and the Units now being offered are the same class of equity
securities as the outstanding Units;


 


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; and


 


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


 


NOW, THEREFORE, the
parties 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 the
Fund and the Manager in amending the Memorandum, 


 


1

















 


including without limitation by providing, as promptly
as may be reasonably practicable, all information (if any) regarding the
Trading Advisor and its principals which the Manager reasonably believes to be
necessary or advisable to include in the Memorandum, as the same may be amended
from time to time; provided, that nothing herein shall require the Trading
Advisor to disclose any proprietary 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 same
meaning given to such term in Section 4.10(e) of the Commodity
Regulations, 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 common
control with any other individual or entity. 
Other terms used but not defined herein have the meanings ascribed to
them 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 or
distribute the Memorandum (including any amendment or supplement thereto) or
any related solicitation material nor shall any of the foregoing engage in any
marketing, sales or promotional activities in connection with the offering of
Units, except as may be requested by the Manager and agreed to by the Trading
Advisor.


 


(d)           Updated Performance Information. 
While Units continue to be offered and sold, the Trading Advisor, at its
own expense, shall promptly provide the Fund and the Manager with complete and
accurate performance information on a monthly basis reflecting the actual
performance of the accounts directed by the Trading Advisor up to the latest
practicable date prior to the date of the Memorandum as amended or
supplemented, together with any reports or letters relating to such performance
data received from accountants and in the possession of the Trading Advisor, in
such form as to allow the Fund and the Manager to comply with applicable
Commodity Regulations and NFA Rules.


 


(e)           Access to Books and Records. 
Upon reasonable notice to the Trading Advisor, the Company or the
Manager shall have the right to have access to the Trading Advisor’s offices in
order to inspect and copy such books and records during normal business hours
as may enable them to verify the accuracy and completeness of or to supplement
as necessary the data furnished by the Trading Advisor pursuant to Section l(d) of
this Agreement or to verify compliance with the terms of this Agreement
(subject to such restrictions as the Trading Advisor may reasonably deem
necessary or advisable so as to preserve the confidentiality of proprietary
information concerning such trading systems, methods, models, strategies and
formulas and of the identity of the Trading Advisor’s clients).


 


2.             Duties of the Trading Advisor.


 


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


 


2

















 


Trading Advisor may trade a different portfolio for
the Company only with the consent of the Manager.  Except as provided otherwise in this Section 2,
the Trading Advisor shall have sole and exclusive authority and responsibility
for directing the investment and reinvestment of the Company’s assets utilizing
the Program pursuant to and in accordance with the Trading Advisor’s best
judgment and its approach as described in the Confidential Offering Memorandum,
and as refined and modified from time to time in the future in accordance
herewith, for the period and on the terms and conditions set forth herein.  Only those individuals currently employed by
the Trading Advisor and listed in Appendix A are permitted to implement trades
for the Company.  Notwithstanding the
foregoing, the Company or the Manager may 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 Company’s or the Fund’s expenses; and/or (iii) to
comply with speculative position limits; provided that the Company and the
Manager shall permit the Trading Advisor three days in which to liquidate
positions for the purposes set forth in clauses (i)-(ii) prior to
exercising its override authority.  The
Trading Advisor will have no liability for the results of any of the Manager’s
interventions in (i)-(ii), above.


 


The Company and the Manager
both specifically acknowledge that in agreeing to manage the Company, the
Trading Advisor is not making any guarantee of profits or of protections
against loss.


 


The Trading Advisor shall
give the Company and the Manager prompt written notice of any proposed material
change in the Program or the manner in which trading decisions are to be made
or implemented and shall not make any such proposed material change with
respect to trading for the Company without having given the Company and the
Manager at least 30 days’ prior written notice of such change.  The addition and/or deletion of commodity
interests from the Company’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 Company or the Manager shall not be required therefor, except as set
forth in section 2(b) below; provided that, with respect to the
Company, the Trading Advisor may trade a different trading program in managing
the Company only with the consent of the Manager.


 


(b)           List of Commodity Interests Traded by the Trading
Advisor.  The Trading Advisor shall provide the Company
and the Manager with a complete list of commodity interests which it intends to
trade on the Company’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 B to this Agreement.  The addition of commodity interests (other
than forward contracts on foreign currencies) to the Company’s portfolio
managed by the Trading Advisor as set forth in Appendix B to this Agreement
shall require prior written notice to the Company or the Manager and an
amendment to Appendix B.


 


(c)           Investment of Assets Held in Securities and Cash. 
Notwithstanding any provision of this Agreement to the contrary, the
Company 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 Company’s assets other than in respect of the Trading
Advisor’s trading of the Company’s assets in commodity interests or other
financial instruments as may be agreed and reflected in Appendix B from time to
time.


 


3

















 


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


 


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


 


(f)            Trade Reconciliations.  The Trading
Advisor acknowledges its obligation to review its commodity interest positions
on a daily basis and to notify the Company 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. The Trading Advisor will use its own systems to evaluate
trade and portfolio information until it receives the necessary information
from the Company, upon which time the Trading Advisor will use the information
from the Company to evaluate the trade and portfolio information.


 


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


 


3.             Trading Advisor Independent. 
For all purposes of this Agreement, the Trading Advisor shall be deemed
to be an independent contractor and shall have no authority to act for or
represent the Company in any way and shall not otherwise be deemed to be an agent
of the Company.  Nothing contained herein
shall create or constitute the Trading Advisor and any other trading advisor
for the Company, the Fund or the Manager as a member of any partnership, joint
venture, association, syndicate, unincorporated business or other separate
entity, nor shall this Agreement 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)           Clearing of All Trades.  The Trading
Advisor shall clear orders for all commodity interest transactions for the
Company through such commodity broker or brokers as the Company shall designate
from time to time in its sole discretion (the “Clearing Broker”).  The Trading Advisor will not, without the
consent of the Manager, trade on a “give up” basis through floor brokers not
associated with the Clearing Broker.  The
Manager will review and approve or disapprove all executing brokers proposed by
the Trading Advisor for the Company’s account. 
The Manager agrees that it will only disapprove a proposed executing
broker suggested by the Trading Advisor for cause and that, if an executing
broker is approved, the Company will not hold the Trading Advisor liable for
any error or breach of contract by any such executing broker, barring
negligence, misconduct or bad faith on the part of the Trading Advisor.  Even if such floor brokers receive the
Manager’s consent to execute trades on behalf of the Company, all such trades
will be “given-up” to be carried by the Clearing Broker.  The Trading Advisor shall receive copies of
all daily and monthly brokerage statements for the Company directly from the
Clearing Broker.


 


4

















 


The parties acknowledge
that the Trading Advisor has no authority or responsibility for selecting a
commodity broker or dealers or for the negotiation of brokerage commission rates.  If necessary for the Trading Advisor to trade
pursuant to the Program, the Company shall provide adequate dealing lines of
credit for the Trading Advisor to place orders for spot and forward currency
contracts on behalf of the Company.


 


(b)           Forward Trading.  All forward
trades for the Company 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 some other forward
trading arrangement, which consent shall not be unreasonably withheld.  The Trading Advisor shall use such 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 Trading
Advisor may place orders for commodity interest transactions for the Company
through 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 the Company to the Clearing Broker for clearance.


 


The brokerage and floor
commissions, “give-up” fees and other transaction costs charged by any floor
broker to effect Company transactions shall be subject to the approval of the
Manager, such approval not to be unreasonably withheld provided that such fees
and transaction costs are competitive with the Clearing Broker’s standard
rates.


 


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


 


(a)           The Manager has allocated a portion of the Fund’s
assets to the Company to be managed in accordance with the terms of this
Agreement.  The Manager may, in its sole
discretion, reallocate Fund assets by contributing to or withdrawing amounts
from the Company as of any month-end.


 


(b)           Gains and receipts (e.g., trading profits and, in some
instances, interest income), losses and charges (e.g., trading losses, Trading
Advisor management fees, incentive fees and brokerage commissions) specific to
the Company shall be allocated entirely to the Company.  Gains and receipts, losses and charges not
specific to (i) the Company or (ii) any other company or account held
by the Fund and managed by a specific trading advisor, shall be allocated among
all of the companies and accounts of the Fund managed by the different trading
advisors, including the Company, pro rata based
on the beginning of month value of each such company and account after
reduction for account specific charges. 
The value of the Company after taking into account all realized and
unrealized gains and losses is the Company’s “Mark-to-Market Value.”


 


(c)           The value of the Company determined by deducting from
the Company’s Mark-to-Market Value all charges and reserves (including but not
limited to charges specific to the Company provided for in Section 5(b),
the Company’s pro rata share of Fund distribution fees, transfer agent fees,
administrator’s fees, brokerage commissions and the Manager’s 


 


5

















 


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


 


6.             Fees.


 


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


 


(b)           Incentive Fee.


 


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


 


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


 


(iii)             The High Water Mark attributable to the Company shall
be 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 Incentive
Fee Calculation Date.  The High Water
Mark shall be increased dollar-for-dollar by any capital allocated to the Company
and decreased proportionately when capital is reallocated away from the Company
(other than to pay expenses).  The
proportionate reduction made as a result of a reallocation shall be calculated
by multiplying the High Water Mark in effect immediately prior to such
reallocation by the fraction the numerator of which is the Net Asset Value of
the Company immediately following such reallocation and the denominator of
which is the Net Asset Value of the Company immediately before such
reallocation.


 


(iv)             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
Company immediately following such payment.


 


(v)              When there is an accrued Incentive Fee at the time any
reallocation from the Company 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 reallocation been an Incentive Fee
Calculation Date by the fraction the numerator of which is the amount of the
reallocation and the denominator of which is the Post MF Net Asset Value of the
Company immediately prior to the reallocation, in each case prior to 


 






* Confidential material redacted and filed separately
with the Commission.


 


6

















 


reduction for the accrued Incentive Fee.  Such Incentive Fee will be paid from and
reduce the amount of the reallocation.


 


(vi)             Interest income shall not be included in any of the
foregoing calculations.  For the
avoidance of doubt, no Incentive Fee shall be payable on any interest income
earned by the Company.


 


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


 


7.             Term and Termination.


 


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


 


(b)           Termination. 
Notwithstanding Section 7(a) hereof, this Agreement shall
terminate:


 


(i)               immediately if the Company shall terminate and be
dissolved in accordance with the Limited Liability Company Agreement or
otherwise;


 


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


 


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


 


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


 


8.             Right to Advise Others; Uniformity of Acts and
Practices.


 


(a)           During the term of this Agreement, the Trading Advisor
and its affiliates shall 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 the Trading Advisor or any of its affiliates 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 Company’s
account, giving due consideration to the trading program which the Manager has
requested the Trading Advisor to trade on behalf of the Company.  For purposes of this Agreement, the Trading
Advisor and its affiliates shall not be deemed to be favoring another commodity
interests account over the Company’s account if the Trading Advisor or its
affiliates, in accordance with specific instructions of the owner of such
account, trade such account at a degree of leverage or in accordance with
trading policies which shall be different from that which shall normally be
applied to substantially all of the Trading Advisor’s other accounts or if 


 


7

















 


the Trading Advisor or its affiliates, in accordance
with the Trading Advisor’s money management principles, shall not trade certain
commodity interests contracts for an account based on the amount of equity in
such account.


 


(b)           The Trading Advisor understands and agrees that it and
its affiliates shall have a fiduciary responsibility to the Company under this
Agreement.


 


(c)           At the request of the Company, the Trading Advisor and
its affiliates shall promptly make available to the Company (if available to it
without unreasonable efforts) copies of the normal daily, monthly, quarterly
and annual, as the case may be, written reports reflecting the performance of
all commingled funds managed by the Trading Advisor or its affiliates.  At the request of the Company, the Trading
Advisor or its affiliates shall promptly deliver to the Company a satisfactory
written explanation, in the judgment of the Company, of the differences, if
any, in the performance between the Company’s account and such commingled funds
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.             Speculative Position Limits. 
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 Company, 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 Company a written explanation of the action taken to comply with
such limits.  If such limits are exceeded
by the Company, the Manager may require the Trading Advisor to liquidate
positions as required.


 


10.           Additional Undertakings by the Trading Advisor. 
Neither the Trading Advisor nor its employees, affiliates or agents, the
stockholders, directors, officers, employees, principals, affiliates or agents
of such affiliates, or their respective successors or assigns shall:  (a) use or distribute for any purpose
whatsoever any list containing the names and/or residential addresses of and/or
other information about the Limited Partners of the Fund; nor (b) directly
solicit 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 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.


 


8
















 


(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, or is
exempt from, all governmental, regulatory and commodity exchange licenses and
approvals and has effected all filings and registrations with 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), 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 11(b)(vii) below, management by the
Trading Advisor of an account for the Company in accordance with the terms
hereof will not require any registration under, or violate any of the
provisions of, the Investment Advisers 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 “Company Act”)).


 


(v)              The Trading Advisor’s
implementation of its trading program on behalf of the Company 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 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.


 


9

















 


(ii)              The Manager 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 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.


 


(vi)             The Manager has all governmental,
regulatory and commodity exchange approvals and licenses, and has effected all
filings and registrations with 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 Company is not an “investment
company” within the meaning of the Company Act.


 


(c)           The Company represents and warrants
to the other parties as follows:


 


(i)               The Company is duly organized and
validly existing and in good standing as a limited liability company under the
laws of the State of Delaware 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 Company’s ability to perform its obligations hereunder.


 


(ii)              The Company has the limited
liability company 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 Company and constitutes a
legal, valid and binding agreement of the Company enforceable in accordance
with its terms.


 


10

















 


(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 Company is bound or
any order, rule or regulation applicable to the Company of any court or
any governmental body or administrative agency having jurisdiction over the
Company.


 


(v)              There is not pending, or, to the
best of the Company’s knowledge, threatened, any action, suit or proceeding
before or by any court or other governmental body to which the Company is a
party, or to which any of the assets of the Company 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 Company or
which is required to be disclosed pursuant to applicable CFTC regulations.


 


(vi)             The Company has all governmental,
regulatory and commodity exchange approvals and licenses, and has effected all
filings and registrations with 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, limited liability
company agreement or any other 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.


 


12.           Entire Agreement.  This Agreement constitutes 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.


 


13.           Indemnification.


 


(a)           The Company shall indemnify, defend
and hold harmless the Trading Advisor and its affiliates and their respective
directors, officers, shareholders, employees and controlling persons 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 Company shall have approved such settlement) 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 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, misconduct or a breach of this Agreement or of any fiduciary
obligation to the Company 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 Company.  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
good faith and in a manner reasonably believed to be in, or not opposed to, the
best interests of the Company.


 


11

















 


(b)           The Trading Advisor shall indemnify,
defend and hold harmless the Company, the Manager, their respective affiliates
and their respective directors, officers, shareholders, employees and
controlling persons from and against any and all losses, claims, damages,
liabilities (joint and several), costs and expenses (including any reasonable
investigatory, legal and other expenses incurred in connection with, and any
amounts paid in, any settlement; provided that the Trading Advisor shall have
approved such settlement) resulting from a demand, claim, lawsuit, action or
proceeding 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
an account of the Company provided:  the
action or omission 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 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 reason of acts or omissions in contravention of the express terms of
this Agreement, or due to their intentional misconduct or negligence, or by
reason of not having acted in good faith and in the reasonable belief that such
actions or omissions were in, or not opposed to, the best interests of the
Company.


 


(d)           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.


 


(e)           Any indemnification required by this Section 13
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 claim, demand, lawsuit, action or proceeding with
respect to which indemnification is sought meets the applicable standard set
forth in this Section 13.


 


(f)            In the event that a person entitled
to indemnification under this Section 13 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.


 


(g)           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 for
indemnification 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 entitled to be
indemnified under this Agreement, and the indemnifying 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 


 


12

















 


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
Company, as the case may be).


 


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


 


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


 


16.           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.


 


17.           Notices.  Any notice required or desired to be
delivered under this Agreement shall be in writing and shall be delivered by
courier service, facsimile, 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 Company or the Manager:


 


PROSPECT
GLOBAL HORIZONS, LLC


c/o
BlackRock Investment Management LLC


40 East 52nd Street


25th Floor


New
York, NY 10022


Attn:  Edward A. Rzeszowski


Facsimile:  212-810-8745


 


with
a copy to:


 


BlackRock
Investment Management, LLC


Princeton
Corporate Campus


800
Scudders Mill Road — Section 1B


Plainsboro,
New Jersey  08536


 


13

















 


Attn:  Michael Pungello


Facsimile:  609-282-2664


 


with a
further copy to:


BlackRock
Alternative Advisors


601
Union Street, 56th Floor


Seattle,
Washington  98101


Attn:  Marie Bender


Facsimile:  206-613-6708


 


if
to the Trading Advisor:


 


Pia Capital Management LP


3 River Road


Greenwich, CT 06807


Attn: Chris Pia/Joe Niciforo/Charlie Gilroy


Facsimile: 203-742-1559


 


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


 


19.           Consent to Jurisdiction.  The parties hereto agree that any action or
proceeding arising directly, indirectly or otherwise in connection with, out
of, related to or from 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 any 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.


 


20.           Remedies.  In any action or proceeding arising out of
any of the provisions of this Agreement, the Trading Advisor, the Manager and
the Company 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 Company agrees that the Trading 
Advisor and the Manager may seek declaratory judgment with respect to
the indemnification provisions of this Agreement.


 


21.           Promotional Material.  None of the parties hereto will make
reference to any other such party in officially filed or publicly or privately
distributed material without first submitting such material to the party so
named for approval a reasonable period of time in advance of the proposed use
of such material.


 


14

















 


22.           Confidentiality.  The Company and the Manager acknowledge that
the Trading Advisor’s strategies and trades constitute proprietary data
belonging to the Trading Advisor and agree that they will not disseminate any
confidential information regarding any of the foregoing, except as required by
law, and any such information as may be acquired by the Manager or the Company
is to be used solely to monitor the Trading Advisor’s performance on behalf of
the Company.


 


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


 


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


 


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


 


*              *              *              *              *


 


15

















 


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


 


	
   

  	
  PROSPECT GLOBAL
  HORIZONS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BLACKROCK INVESTMENT
  MANAGEMENT, LLC,

  
	
   

  	
   

  	
  its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
   

  	
  BLACKROCK INVESTMENT
  MANAGEMENT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
   

  	
  By:

  	
  PIA CAPITAL MANAGEMENT
  LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


16
















 


APPENDIX A


 


AUTHORIZED
TRADERS


 


Chris Pia


 


Mark DeGennaro


 


John Fallon


 


John Simmons


 


A-1

















 


APPENDIX B


 


COMMODITY
INTERESTS TRADED BY PIA CAPITAL MANAGEMENT LP


 


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


 


British Pound


Euro


Swiss Franc


Japanese Yen


Canadian Dollar


Australian Dollar


New Zealand Dollar


EuroJyen


EuroBpound


EuroSfranc


Mexican Peso


Brazilian Real


Argentina Peso


Chilean Peso


Russian Ruble


BrazilJyen


Euromex


Copper


Aluminum


Nickel


Zinc


Gold


Silver


Platinum


Palladium


WTI Crude Oil


Unleaded Gasoline


Heating Oil


Natural Gas


Coffee


Sugar


Cocoa


Soybeans


 


B-1

















 


Bean Oil


Soymeal


Corn


Wheat


Cotton


Lumber


Live Cattle


Global Equity Index
Futures


Global Interest Rate
Futures


AUDNZD


EUROCZK


GBPCHF


Lead


 


 


	
   

  	
  PIA CAPITAL MANAGEMENT
  LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Dated as of March 25,
  2010

  	
   

  
				



 


B-2

















 


APPENDIX C


 


COMMODITY
TRADING AUTHORITY


 


Pia Capital Management LP


3 River Road


Greenwich, CT 06807


Attn: Chris Pia/Joe Niciforo


Facsimile: 203-742-1559


 


Dear Pia Capital
Management LP:


 


Prospect Global Horizons,
LLC (the “Company”) 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
Advisory Agreement between us and certain others.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  PROSPECT GLOBAL
  HORIZONS, LLC

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  BLACKROCK INVESTMENT
  MANAGEMENT, LLC,

  
	
   

  	
   

  	
  its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Dated as of March 25, 2010

  	
   

  	
   

  



 


C-1

















 


APPENDIX D


 


ACCOUNT
MINIMUM


 


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


 


D-1