EXHIBIT 10.01(n)


 


ADVISORY AGREEMENT


 


among


 


QUANTUM GLOBAL HORIZONS, LLC,


 


BLACKROCK INVESTMENT MANAGEMENT, LLC,


 


and


 


QUANTITATIVE INVESTMENT MANAGEMENT, LLC


 


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

  	
  14

  
	
  23.

  	
  Survival

  	
  15

  
	
  24.

  	
  Counterparts

  	
  15

  
	
  25.

  	
  Headings

  	
  15

  
	
  Appendix A - List of
  Authorized Traders

  	
  A-1

  
	
   

  	
   

  
	
  Appendix B — List of
  Commodity Interests Traded by Trading Advisor

  	
  B-1

  
	
   

  	
   

  
	
  Appendix C - Commodity
  Trading Authority

  	
  C-1

  
	
   

  	
   

  
	
  Appendix D -
  Acknowledgment of Receipt of Disclosure Document 

  	
  D-1 

  



 

















 


ADVISORY AGREEMENT


 


THIS ADVISORY AGREEMENT
(the “Agreement”), made as of this 25th day of March 2010, among QUANTUM 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 QUANTITATIVE INVESTMENT MANAGEMENT, LLC
(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 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, 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 


 


1

















 


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. 
At any time while Units continue to be offered and sold, at the written
request of the Fund or the Manager, 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 Section 4.35
of the Commodity Regulations and the NFA Rules) reflecting the actual
performance of the accounts directed by the Trading Advisor up to the latest
practicable date (consistent with Section 4.35 of the Commodity
Regulations) 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.


 


(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 Global Program  (the “Program”)
as described in the Trading Advisor’s Disclosure Document dated June 9,
2009 (the “Disclosure Document”).  The
Trading Advisor may trade a different portfolio for the Company only with the
consent of the Manager.  Except as
provided otherwise in this 


 


2

















 


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 Programs pursuant to and in
accordance with the Trading Advisor’s best judgment and its approach as
described in the Disclosure Document, 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.


 


(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 


 


3

















 


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 Disclosure Documents. 
The Trading Advisor shall, during the term of this Agreement, deliver to
the Company copies of all updated disclosure documents for the Program promptly
following preparation of such disclosure documents, and the Manager on behalf
of the Company shall, if requested, sign the Acknowledgment of Receipt of
Disclosure Document in the form of Appendix D hereto, for the initial
disclosure document so delivered. 
Revisions or other updates to the Disclosure Document will be made available
by the Trading Advisor through the Trading Advisor’s website.  The Trading Advisor has provided, or will
provide, the Manager with a client login to the Trading Advisor’s website for
this purpose.


 


(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 efforts to provide trade information to OMR
Systems by electronic file by 4:30 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 


 


4

















 


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.


 


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,
incentive fees, 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 


 


5

















 


the Company provided for in Section 5(b), the
Company’s pro rata share of Fund distribution fees, transfer agent fees,
administrator’s fees, brokerage commissions and the Manager’s Sponsor Fee)
except any charges or accruals for the fees provided for in Section 6 is
the Company’s “Net Asset Value Before Fees.”


 


6.             Fees.


 


(a)           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 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.


 






* Confidential material redacted and filed separately
with the Commission.


 


6

















 


(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 60 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; or


 


(iii)             at the discretion of the Trading Advisor as of the end
of any month with 60 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 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 commodity pool accounts advised, managed, owned or controlled by the
Trading Advisor or its affiliates required to be delivered to pool participants
pursuant to the CEA 


 


7

















 


and similar written information, including monthly
account statements, reflecting the performance of all other commodity interest
accounts advised, managed, owned or controlled by the Trading Advisor or its
affiliates, with respect to which account reports shall not be required to be
delivered to the owners thereof pursuant to the CEA (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). 
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 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.             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.


 


(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.


 


8






 












 


(iii)             The Trading Advisor has 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.  The principals of the Trading Advisor are
duly listed as such on its commodity trading advisor Form 7-R
registration.


 


(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.


 


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


 


9

















 


(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.


 


(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 


 


10

















 


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.


 


(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, 


 


11

















 


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 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 


 


12

















 


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:


 


QUANTUM 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


Attn:  Michael Pungello


Facsimile:  609-282-2664


 


13

















 


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:


 


Quantitative
Investment Management, LLC


401 East Market
Street, Suite 104


Charlottesville,
Virginia 22902


Attn: Michael
Geismar


Facsimile:
434-984-4124


 


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.


 


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 


 


14

















 


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.


 


	
   

  	
  QUANTUM GLOBAL
  HORIZONS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BLACKROCK INVESTMENT MANAGEMENT,
  LLC,

  
	
   

  	
   

  	
  its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Robert S.
  Ellsworth

  
	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Marie M. Bender

  
	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BLACKROCK INVESTMENT
  MANAGEMENT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Robert S.
  Ellsworth

  
	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Marie M. Bender

  
	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: QUANTITATIVE
  INVESTMENT MANAGEMENT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


16






 












 


APPENDIX A


 


AUTHORIZED TRADERS


 


Jaffray Woodriff


 


Michael Geismar


 


Danny Brady


 


Greg Tylka


 


Rick Suttle


 


Joe Herder


 


Lance Kimbrough


 


 


A-1

















 


APPENDIX B


 


COMMODITY INTERESTS TRADED BY QUANTITATIVE
INVESTMENT 


MANAGEMENT, LLC


 


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


 


	
  Nikkei 225 (OSE)

  	
   

  	
  JGB (TSE)

  	
   

  	
  Hang Seng

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DJ Euro Stoxx 50

  	
   

  	
  Dax

  	
   

  	
  Euribor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Euro Bund

  	
   

  	
  FTSE

  	
   

  	
  Long Gilt

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E-mini S&P

  	
   

  	
  E-mini Nasdaq

  	
   

  	
  E-mini Russell 2000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US Bond

  	
   

  	
  10 Yr Note

  	
   

  	
  Eurodollar

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Short Sterling

  	
   

  	
  Euro Currency

  	
   

  	
  British Pound

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Australian Dollar

  	
   

  	
  Canadian Dollar

  	
   

  	
  Japanese Yen

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gold

  	
   

  	
  Silver

  	
   

  	
  Copper

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Natural Gas

  	
   

  	
  Crude Oil

  	
   

  	
  CAC 40*

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Euro Bobl

  	
   

  	
  Euro Schatz

  	
   

  	
  2 Yr Note

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5 Yr Note

  	
   

  	
  Kospi 200*

  	
   

  	
  Swiss Franc

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Soybeans

  	
   

  	
  Wheat

  	
   

  	
  Corn

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sugar

  	
   

  	
   

  	
   

  	
   

  



 






* - denotes market not
currently traded but might be added in the near future


 


	
   

  	
  QUANTITATIVE INVESTMENT
  MANAGEMENT, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Dated as of March 25, 2010

  	
   

  
				



 


B-1

















 


APPENDIX C


 


COMMODITY TRADING AUTHORITY


 


Quantitative
Investment Management, LLC


401 East Market
Street, Suite 104


Charlottesville,
Virginia 22902


Attn: Michael
Geismar


Facsimile:
434-984-4124


 


Dear Quantitative
Investment Management, LLC:


 


Quantum 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,

  
	
   

  	
   

  
	
   

  	
  QUANTUM GLOBAL
  HORIZONS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BLACKROCK INVESTMENT
  MANAGEMENT, LLC,

  
	
   

  	
   

  	
  its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Dated as of March 25,
  2010

  	
   

  	
   

  



 


C-1

















 


APPENDIX D


 


ACKNOWLEDGMENT OF RECEIPT OF DISCLOSURE DOCUMENT


 


The undersigned hereby
acknowledges receipt of Quantitative Investment Management, LLC’s  Disclosure Document dated June 9, 2009.


 


	
   

  	
  QUANTUM GLOBAL
  HORIZONS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BLACKROCK INVESTMENT
  MANAGEMENT, LLC,

  
	
   

  	
   

  	
  its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Dated as of March 25,
  2010

  	
   

  	
   

  



 


D-1