EXHIBIT 10.01(i)


 


ADVISORY AGREEMENT


 


among


 


COLBY GLOBAL HORIZONS, LLC,


 


BLACKROCK INVESTMENT MANAGEMENT, LLC,


 


and


 


CRABEL CAPITAL MANAGEMENT, LLC


 


Dated as
of March 30, 2010


 

















 


ADVISORY
AGREEMENT


 


Table of
Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Undertakings
  in Connection with Offering of Units

  	
  1

  
	
  2.

  	
  Duties
  of the Trading Advisor

  	
  3

  
	
  3.

  	
  Trading
  Advisor Independent

  	
  5

  
	
  4.

  	
  Commodity
  Broker; Floor Brokers

  	
  5

  
	
  5.

  	
  Allocation
  of Company Assets to Trading Advisor

  	
  5

  
	
  6.

  	
  Incentive
  Fee

  	
  6

  
	
  7.

  	
  Term
  and Termination

  	
  7

  
	
  8.

  	
  Right
  to Advise Others; Uniformity of Acts and Practices

  	
  7

  
	
  9.

  	
  Speculative
  Position Limits

  	
  8

  
	
  10.

  	
  Additional
  Undertakings by the Trading Advisor

  	
  8

  
	
  11.

  	
  Representations
  and Warranties

  	
  9

  
	
  12.

  	
  Accounting from the
  Company or the Manager

  	
  12

  
	
  13.

  	
  Entire
  Agreement

  	
  12

  
	
  14.

  	
  Indemnification

  	
  12

  
	
  15.

  	
  Assignment

  	
  13

  
	
  16.

  	
  Amendment;
  Waiver

  	
  13

  
	
  17.

  	
  Severability

  	
  13

  
	
  18.

  	
  Notices

  	
  13

  
	
  19.

  	
  Governing
  Law

  	
  14

  
	
  20.

  	
  Consent
  to Jurisdiction

  	
  14

  
	
  21.

  	
  Remedies

  	
  15

  
	
  22.

  	
  Promotional
  Material

  	
  15

  
	
  23.

  	
  Confidentiality

  	
  15

  
	
  24.

  	
  Survival

  	
  15

  
	
  25.

  	
  Counterparts

  	
  15

  
	
  26.

  	
  Headings

  	
  16

  
	
  Appendix
  A - List of Authorized Traders

  	
   

  	
  A-1

  
	
   

  	
   

  	
   

  
	
  Appendix
  B — List of Commodity Interests Traded by Trading Advisor

  	
   

  	
  B-1

  
	
   

  	
   

  	
   

  
	
  Appendix
  C - Commodity Trading Authority

  	
   

  	
  C-1

  
	
   

  	
   

  	
   

  
	
  Appendix
  D - Acknowledgment of Receipt of Crabel Memorandum

  	
   

  	
  D-1

  
				



 

















 


ADVISORY AGREEMENT


 


THIS ADVISORY AGREEMENT
(the “Agreement”), made as of this 30th day of March 2010, among COLBY 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 CRABEL CAPITAL 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 or any other written materials,
including without limitation by providing, as promptly as may be reasonably
practicable, all information (if any) regarding the Trading Advisor and its
principals 


 


1

















 


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 any information relating to its clients; provided
further that the Manager, the Company and the Fund agree that they will
not disclose in writing or revise or amend any written disclosure related to (i) the
Trading Advisor’s principals, (ii) the Trading Advisor’s track record or (iii) the
Trading Advisor’s trading program without the prior written consent (which may
be by electronic mail) of the Trading Advisor.  Notwithstanding the
foregoing, (x) the Trading Advisor agrees that the Company, the Manager
and the Fund may disclose any of the foregoing information without the Trading
Advisor’s prior written consent to the extent such disclosure is required under
applicable law or regulation (including, without limitation, in the Fund’s
regulatory filings) or by legal or regulatory authority and (y) the
Company, the Manager and the Fund may disclose without the Trading Advisor’s
prior written consent the name of the Trading Advisor, performance and
portfolio statistics of the Trading Advisor’s trading program so long as such
performance and portfolio statistics are aggregated with other portfolios
and such information is not uniquely identifiable with the Trading Advisor’s
trading program.


 


(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 pursuant to the
Program (as defined below) 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.  Notwithstanding anything to the
contrary herein, the Trading Advisor shall not be required to provide such
information more frequently than monthly.


 


(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 


 


2

















 


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).


 


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


 


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


 


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


 


2.             Duties of the Trading Advisor.


 


(a)           Speculative Trading.  As of the
date of this Agreement, the Trading Advisor shall act as a trading advisor for
the Company, acting independently from any other advisors or managers selected
to direct accounts on behalf of the Fund. 
The Trading Advisor and the Company agree that in managing the assets of
the Company, the Trading Advisor shall utilize its Crabel Two Plus Program  (the “Program”) as described in the Trading Advisor’s
Crabel Fund, L.P. Private Placement Memorandum dated January 1, 2010 (the “Crabel
Memorandum”).  The 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 Programs pursuant to and in accordance 


 


3

















 


with the Trading Advisor’s best judgment and its
approach as described in the Crabel 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 Company’s or 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 traded 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 instruments listed in
Appendix B.


 


(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.


 


4

















 


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


 


(f)            Trade Reconciliations.  The Trading
Advisor acknowledges its obligation to review its commodity interest positions
each business day and to notify the Company and the Manager promptly of any
material 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.


 


(g)           Trade Information.   The Trading
Advisor shall use reasonable efforts to provide trade information to OMR
Systems by electronic file by 6:00 p.m. US East Coast time 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.  Nothing
contained herein shall create or constitute the Trading Advisor, 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 shall receive copies of
all daily and monthly brokerage statements for the Company directly from the
Clearing Broker and the Trading Advisor will provide the Fund with a list of
executing brokers used by the Company on a quarterly basis.


 


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.


 


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 with 3 days notice.


 


5

















 


(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 described in this Section 5(b) 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 [      ]* with the
exception of any charges or accruals for the fees provided for in Section 6
is the Company’s “Net Asset Value Before Fees.” Any other fees or charges [     ]* specific or
non-specific to the Company, will be treated as withdrawals for the purpose of
calculating the Net Asset Value Before Fees. 
[                 
]*


 


6.             Incentive Fee.


 


(a)           The Company will pay to the Trading Advisor, [        ]* (“Incentive Fee Calculation Date”) within 30 days of the
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 [                          ].*


 


(b)


 


(c)           New Trading Profit equals any increase in the Company’s
Net Asset Value Before Fees 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 (see Section 5(c)).


 


(d)           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
Before Fees of the Company immediately following such reallocation and the
denominator of which is the Net Asset Value Before Fees of the Company
immediately before such reallocation.


 


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


 






* Confidential material redacted and filed separately
with the Commission.


 


6

















 


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


 


(f)            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 within 30 days of the reallocation.  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 Net Asset Value Before Fees 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.


 


(g)           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.


 


(h)           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;
or (2) the Trading Advisor has determined to cease managing any customer
accounts pursuant to the Program; 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
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 favor any commodity interests account
directed by any of them (regardless of the date 


 


7

















 


on which they began or shall begin to direct such account)
over the Company’s account, giving due consideration to the trading program
which the Manager has requested the Trading Advisor to trade on behalf of the
Company.  For purposes of this Agreement,
the Trading Advisor shall not be deemed to be favoring another commodity
interests account over the Company’s account if the Trading Advisor, in
accordance with specific instructions of the owner of such account, trades 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, 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 or for some other reason in accordance with its money
management principles.


 


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


 


(c)           At the request of the Company, the Trading Advisor
shall promptly make available to the Company (if available to it without undue
cost or expense) copies of the normal daily, monthly, quarterly and annual, as
the case may be, written reports reflecting the performance of all commodity
pool accounts pursuant to the Program advised, managed, owned or controlled by
the Trading Advisor required to be delivered to pool participants pursuant to
the CEA and similar written information, including monthly account statements,
reflecting the performance of all other commodity interest accounts pursuant to
the Program advised, managed, owned or controlled by the Trading Advisor, 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 shall promptly deliver to the
Company a written explanation 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) pursuant to the Program.


 


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 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.  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 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.


 


8
















 


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, subject to insolvency laws.


 


(iii)             Assuming the accuracy of the Company’s and Manager’s
representation in subsection 11(c)(vii) below, 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,
and if applicable, 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)              To the best of its knowledge, the Trading Advisor’s
implementation of its trading program on behalf of the Company does not
infringe any other person’s copyrights, trademark or other intellectual
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 


 


9

















 


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.


 


(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.


 


10

















 


(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 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.


 


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


 


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


 


(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 


 


11

















 


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


 


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


 


13.           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.


 


14.           Indemnification.


 


(a)           The Company shall indemnify, defend and hold harmless
the Trading Advisor and its directors, members, officers, shareholders,
employees and controlling persons from and against any and all losses, claims,
damages, liabilities (joint and several), costs and expenses (including 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 its or their 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 gross negligence or a material breach
of this Agreement or of any fiduciary obligation to the Company.  The termination of any demand, claim,
lawsuit, action or proceeding by settlement shall not, in itself, create a
presumption that the conduct in question was not undertaken in good faith.


 


(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 did not constitute gross negligence or a material
breach of this Agreement or any fiduciary obligation of the Company.


 


(c)           The Trading Advisor, its officers, members, directors,
employees and shareholders shall not be liable to the Company and its officers,
directors or members or to any of their successors or assigns except by reason
of acts or omissions in contravention of the express terms of this Agreement,
or due to their intentional misconduct or gross negligence, or by reason of 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.


 


12

















 


(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)           In the event that a person entitled to indemnification
under this Section 14 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.


 


(f)            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 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).


 


15.           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.


 


16.           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.


 


17.           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.


 


18.           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 


 


13

















 


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:


 


COLBY
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


 


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:


 


Crabel Capital Management, LLC


Attn: Kathryn Daley, Chief Operating Officer


312 East Buffalo Street, Unit #30


Milwaukee, WI 53202


Facsimile: 
414-276-2660


Telephone: 
414-224-7510


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


 


19.           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.


 


20.           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 


 


14

















 


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.


 


21.           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.


 


22.           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.


 


23.           Confidentiality.  The Company
and the Manager (collectively the “Fund Parties”) shall not disclose to any
person any information arising out of or relating to the transactions effected
by the Trading Advisor, regardless of whether the source of such information
was the Trading Advisor or a third party. 
Notwithstanding the foregoing, the Fund Parties may disclose such
information or any portion thereof (i) pursuant to any subpoena, civil
investigative demand or similar demand or request of any court, regulatory
authority, arbitrator, or tribunal, or (ii) to any government or
regulatory or self-regulatory body having authority to regulate or oversee
their business, provided, however, that (other
than in connection with a routine audit or examination, in which case the Fund
Parties will seek to obtain confidential treatment of such information by the
persons to whom it is disclosed) they will give the Trading Advisor prior
written notice of the information to be disclosed to the extent that such
notice is permissible and the Fund Parties will cooperate with the Trading
Advisor to seek to obtain confidential treatment of such information by the
persons to whom it is disclosed.  The
Fund Parties acknowledge and agree that the Trading Advisor’s trading systems
and the methodology utilized by such systems are unique, proprietary to the
Trading Advisor, and have been developed at a significant cost to the Trading
Advisor through extensive research and development efforts.  The Fund Parties hereby agree that they shall
not, directly or indirectly, take any steps or make any attempt to reverse
engineer or analyze the Trading Advisor’s trading systems or the methodology
utilized by such systems.


 


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


 


25.           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.


 


15

















 


26.           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.


 


*        *        *        *        *


 


16

















 


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


 


	
   

  	
   

  	
  COLBY GLOBAL HORIZONS,
  LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  BLACKROCK
  INVESTMENT MANAGEMENT, LLC,

  
	
   

  	
   

  	
  its Manager

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BLACKROCK INVESTMENT
  MANAGEMENT, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  CRABEL
  CAPITAL MANAGEMENT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


17
















 


APPENDIX A


 


AUTHORIZED
TRADERS


 


1.               Toby Crabel


 


2.               Sean Greenwaldt


 


3.               Paul Mason


 


4.               Tim Cherne


 


5.               Troy Seebold


 


6.               Steve Hall


 


7.               Steve Brechtel


 


8.               Thomas Gentile


 


9.               Reggie Laubmeier


 


10.         Ryan McDermott


 


A-1

















 


APPENDIX B


 


COMMODITY
INTERESTS TRADED BY CRABEL CAPITAL 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 COLBY GLOBAL HORIZONS, LLC
other than regulated futures contracts and options on regulated futures
contracts traded on a qualified board of trade or exchange:


 


	
  Contract

  	
   

  	
  Exchange

  	
   

  	
  Contract Type

  	
   

  
	
  2Yr Note

  	
   

  	
  CBOT

  	
   

  	
  FUTURES

  	
   

  
	
  5Yr Note

  	
   

  	
  CBOT

  	
   

  	
  FUTURES

  	
   

  
	
  10Yr Notes

  	
   

  	
  CBOT

  	
   

  	
  FUTURES

  	
   

  
	
  3 month Aluminum

  	
   

  	
  LME

  	
   

  	
  FUTURES

  	
   

  
	
  3 month Copper

  	
   

  	
  LME

  	
   

  	
  FUTURES

  	
   

  
	
  3 month Nickel

  	
   

  	
  LME

  	
   

  	
  FUTURES

  	
   

  
	
  3 month Zinc

  	
   

  	
  LME

  	
   

  	
  FUTURES

  	
   

  
	
  Australian 10Yr Bond

  	
   

  	
  SFE

  	
   

  	
  FUTURES

  	
   

  
	
  Australian Dollar

  	
   

  	
  F/X

  	
   

  	
  FORWARD

  	
   

  
	
  BOBL

  	
   

  	
  EUREX

  	
   

  	
  FUTURES

  	
   

  
	
  Brent Crude

  	
   

  	
  IPE

  	
   

  	
  FUTURES

  	
   

  
	
  British Pound

  	
   

  	
  F/X

  	
   

  	
  FORWARD

  	
   

  
	
  British Pound

  	
   

  	
  CME

  	
   

  	
  FUTURES

  	
   

  
	
  British Pound/Japanese Yen

  	
   

  	
  F/X

  	
   

  	
  FORWARD

  	
   

  
	
  CAC-40 Index

  	
   

  	
  MONEP

  	
   

  	
  FUTURES

  	
   

  
	
  Canadian 10Yr Govt Bond

  	
   

  	
  ME

  	
   

  	
  FUTURES

  	
   

  
	
  Canadian Dollar

  	
   

  	
  F/X

  	
   

  	
  FORWARD

  	
   

  
	
  Canadian Dollar

  	
   

  	
  CME

  	
   

  	
  FUTURES

  	
   

  
	
  Canadian Dollar/Japanese Yen

  	
   

  	
  F/X

  	
   

  	
  FORWARD

  	
   

  
	
  Canadian S&P 60 Index

  	
   

  	
  ME

  	
   

  	
  FUTURES

  	
   

  
	
  Cocoa

  	
   

  	
  NYBOT

  	
   

  	
  FUTURES

  	
   

  
	
  Coffee

  	
   

  	
  NYBOT

  	
   

  	
  FUTURES

  	
   

  
	
  Corn

  	
   

  	
  CBOT

  	
   

  	
  FUTURES

  	
   

  
	
  Cotton

  	
   

  	
  NYCE

  	
   

  	
  FUTURES

  	
   

  
	
  DAX Index

  	
   

  	
  EUREX

  	
   

  	
  FUTURES

  	
   

  
	
  DJ Euro STOXX 50 Index

  	
   

  	
  EUREX

  	
   

  	
  FUTURES

  	
   

  
	
  E-mini Dow Jones Index

  	
   

  	
  CBOT

  	
   

  	
  FUTURES

  	
   

  
	
  E-mini Light Crude Oil

  	
   

  	
  NYMEX

  	
   

  	
  FUTURES

  	
   

  
	
  E-mini NASDAQ Index

  	
   

  	
  CME

  	
   

  	
  FUTURES

  	
   

  



 


B-1

















 


	
  E-mini Natural Gas

  	
   

  	
  NYMEX

  	
   

  	
  FUTURES

  	
   

  
	
  E-mini Russell 2000 Index

  	
   

  	
  CME

  	
   

  	
  FUTURES

  	
   

  
	
  E-mini Russell 2000 Index

  	
   

  	
  ICE

  	
   

  	
  FUTURES

  	
   

  
	
  E-mini S&P 500 Index

  	
   

  	
  CME

  	
   

  	
  FUTURES

  	
   

  
	
  E-mini S&P MidCap 400 Index

  	
   

  	
  CME

  	
   

  	
  FUTURES

  	
   

  
	
  Euribor

  	
   

  	
  LIFFE

  	
   

  	
  FUTURES

  	
   

  
	
  Euro Currency

  	
   

  	
  F/X

  	
   

  	
  FORWARD

  	
   

  
	
  Euro Currency

  	
   

  	
  CME

  	
   

  	
  FUTURES

  	
   

  
	
  Euro Currency/Australian Dollar

  	
   

  	
  F/X

  	
   

  	
  FORWARD

  	
   

  
	
  Euro Currency/British Pound

  	
   

  	
  F/X

  	
   

  	
  FORWARD

  	
   

  
	
  Euro Currency/Czeh Koruna

  	
   

  	
  F/X

  	
   

  	
  FORWARD

  	
   

  
	
  Euro Currency/Hungarian Forints

  	
   

  	
  F/X

  	
   

  	
  FORWARD

  	
   

  
	
  Euro Currency/Japanese Yen

  	
   

  	
  F/X

  	
   

  	
  FORWARD

  	
   

  
	
  Euro Currency/Japanese Yen

  	
   

  	
  CME

  	
   

  	
  FUTURES

  	
   

  
	
  Euro Currency/Norwegian Krone

  	
   

  	
  F/X

  	
   

  	
  FORWARD

  	
   

  
	
  Euro Currency/Swedish Krona

  	
   

  	
  F/X

  	
   

  	
  FORWARD

  	
   

  
	
  Euro Currency/Swiss Franc

  	
   

  	
  F/X

  	
   

  	
  FORWARD

  	
   

  
	
  Euro Dollar

  	
   

  	
  CME

  	
   

  	
  FUTURES

  	
   

  
	
  FTSE 100 Index

  	
   

  	
  LIFFE

  	
   

  	
  FUTURES

  	
   

  
	
  Gas Oil

  	
   

  	
  IPE

  	
   

  	
  FUTURES

  	
   

  
	
  Gasoline (Japanese)

  	
   

  	
  TCM

  	
   

  	
  FUTURES

  	
   

  
	
  German Bund

  	
   

  	
  EUREX

  	
   

  	
  FUTURES

  	
   

  
	
  Gold

  	
   

  	
  COMEX

  	
   

  	
  FUTURES

  	
   

  
	
  Gold (Japanese)

  	
   

  	
  TCM

  	
   

  	
  FUTURES

  	
   

  
	
  Gold e-CBOT

  	
   

  	
  CBOT

  	
   

  	
  FUTURES

  	
   

  
	
  Hang Seng Index

  	
   

  	
  HKFE

  	
   

  	
  FUTURES

  	
   

  
	
  Heating Oil

  	
   

  	
  NYMEX

  	
   

  	
  FUTURES

  	
   

  
	
  High Grade Copper

  	
   

  	
  COMEX

  	
   

  	
  FUTURES

  	
   

  
	
  H-shares Index

  	
   

  	
  HKFE

  	
   

  	
  FUTURES

  	
   

  
	
  Isreali Shekel

  	
   

  	
  F/X

  	
   

  	
  FORWARD

  	
   

  
	
  Japanese Yen

  	
   

  	
  F/X

  	
   

  	
  FORWARD

  	
   

  
	
  Japanese Yen

  	
   

  	
  CME

  	
   

  	
  FUTURES

  	
   

  
	
  JGB

  	
   

  	
  TSE

  	
   

  	
  FUTURES

  	
   

  
	
  Kerosene (Japanese)

  	
   

  	
  TCM

  	
   

  	
  FUTURES

  	
   

  
	
  KOSPI 200 Stock Index

  	
   

  	
  KSE

  	
   

  	
  FUTURES

  	
   

  
	
  Lean Hogs

  	
   

  	
  CME

  	
   

  	
  FUTURES

  	
   

  
	
  Light Crude Oil

  	
   

  	
  NYMEX

  	
   

  	
  FUTURES

  	
   

  
	
  Live Cattle

  	
   

  	
  CME

  	
   

  	
  FUTURES

  	
   

  
	
  Long Gilt

  	
   

  	
  LIFFE

  	
   

  	
  FUTURES

  	
   

  
	
  Mexican Peso

  	
   

  	
  F/X

  	
   

  	
  FORWARD

  	
   

  
	
  Mexican Peso

  	
   

  	
  CME

  	
   

  	
  FUTURES

  	
   

  
	
  MSCI Singapore Free Stock Index (SGX)

  	
   

  	
  SGX

  	
   

  	
  FUTURES

  	
   

  
	
  NASDAQ Index

  	
   

  	
  CME

  	
   

  	
  FUTURES

  	
   

  



 


B-2

















 


	
  Natural Gas

  	
   

  	
  NYMEX

  	
   

  	
  FUTURES

  	
   

  
	
  New Zealand Dollar

  	
   

  	
  F/X

  	
   

  	
  FORWARD

  	
   

  
	
  Nikkei 225 Index

  	
   

  	
  SGX-DT

  	
   

  	
  FUTURES

  	
   

  
	
  Nikkei 225 Index

  	
   

  	
  OSE

  	
   

  	
  FUTURES

  	
   

  
	
  Platinum (Japanese)

  	
   

  	
  TCM

  	
   

  	
  FUTURES

  	
   

  
	
  Polish Zloty

  	
   

  	
  F/X

  	
   

  	
  FORWARD

  	
   

  
	
  RBOB Gasoline

  	
   

  	
  NYMEX

  	
   

  	
  FUTURES

  	
   

  
	
  Rubber (Japanese)

  	
   

  	
  TCM

  	
   

  	
  FUTURES

  	
   

  
	
  S&P 500 Index

  	
   

  	
  CME

  	
   

  	
  FUTURES

  	
   

  
	
  Schatz

  	
   

  	
  EUREX

  	
   

  	
  FUTURES

  	
   

  
	
  Short Sterling

  	
   

  	
  LIFFE

  	
   

  	
  FUTURES

  	
   

  
	
  Silver

  	
   

  	
  COMEX

  	
   

  	
  FUTURES

  	
   

  
	
  Silver eCBOT

  	
   

  	
  CBOT

  	
   

  	
  FUTURES

  	
   

  
	
  Singapore Dollar

  	
   

  	
  F/X

  	
   

  	
  FORWARD

  	
   

  
	
  South African Rand

  	
   

  	
  F/X

  	
   

  	
  FORWARD

  	
   

  
	
  Soybean Meal

  	
   

  	
  CBOT

  	
   

  	
  FUTURES

  	
   

  
	
  Soybean Oil

  	
   

  	
  CBOT

  	
   

  	
  FUTURES

  	
   

  
	
  Soybeans

  	
   

  	
  CBOT

  	
   

  	
  FUTURES

  	
   

  
	
  SPI-200 Index

  	
   

  	
  SFE

  	
   

  	
  FUTURES

  	
   

  
	
  Sugar

  	
   

  	
  NYBOT

  	
   

  	
  FUTURES

  	
   

  
	
  Swiss Franc

  	
   

  	
  F/X

  	
   

  	
  FORWARD

  	
   

  
	
  Swiss Franc

  	
   

  	
  CME

  	
   

  	
  FUTURES

  	
   

  
	
  Taiwan Index

  	
   

  	
  SGX-DT

  	
   

  	
  FUTURES

  	
   

  
	
  TOPIX

  	
   

  	
  TSE

  	
   

  	
  FUTURES

  	
   

  
	
  Turkish Lira

  	
   

  	
  F/X

  	
   

  	
  FORWARD

  	
   

  
	
  U.S. Bonds

  	
   

  	
  CBOT

  	
   

  	
  FUTURES

  	
   

  
	
  Unleaded Gas

  	
   

  	
  NYMEX

  	
   

  	
  FUTURES

  	
   

  
	
  Wheat

  	
   

  	
  CBOT

  	
   

  	
  FUTURES

  	
   

  



 


 


	
   

  	
  CRABEL CAPITAL
  MANAGEMENT, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: M. Kathryn Daley

  
	
   

  	
   

  	
   

  	
  Title: Chief Operating
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated as of March 30, 2010

  	
   

  



 


B-3

















 


APPENDIX C


 


COMMODITY
TRADING AUTHORITY


 


Crabel Capital Management, LLC


Attn:  Kathryn Daley


Facsimile:  414-276-2660


 


Dear Kathryn Daley:


 


Colby Global Horizons,
LLC (the “Company”) does hereby make, constitute and appoint you as 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,

  
	
   

  	
   

  
	
   

  	
  COLBY GLOBAL HORIZONS,
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BLACKROCK INVESTMENT
  MANAGEMENT, LLC,

  
	
   

  	
   

  	
  its Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated as of March 30, 2010

  	
   

  



 


C-1

















 


APPENDIX D


 


ACKNOWLEDGMENT
OF RECEIPT OF CRABEL MEMORANDUM


 


The undersigned hereby
acknowledges receipt of Crabel Capital Management’s  Crabel
Memorandum dated January 1, 2010.


 


 


	
   

  	
  COLBY GLOBAL HORIZONS,
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BLACKROCK INVESTMENT
  MANAGEMENT, LLC,

  
	
   

  	
   

  	
  its Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated as of March 30, 2010

  	
   

  



 


D-1