EXHIBIT 10.01(l)


 


ADVISORY AGREEMENT


 


among


 


ORION GLOBAL HORIZONS, LLC,


 


BLACKROCK INVESTMENT MANAGEMENT, LLC,


 


and


 


ORTUS CAPITAL MANAGEMENT LIMITED


 


Dated as
of March 26, 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

  	
  9

  
	
  12.

  	
  Entire
  Agreement

  	
  11

  
	
  13.

  	
  Indemnification

  	
  12

  
	
  14.

  	
  Assignment

  	
  13

  
	
  15.

  	
  Amendment;
  Waiver

  	
  13

  
	
  16.

  	
  Severability

  	
  13

  
	
  17.

  	
  Notices

  	
  13

  
	
  18.

  	
  Governing
  Law

  	
  14

  
	
  19.

  	
  Consent
  to Jurisdiction

  	
  14

  
	
  20.

  	
  Remedies

  	
  15

  
	
  21.

  	
  Promotional
  Material

  	
  15

  
	
  22.

  	
  Confidentiality

  	
  15

  
	
  23.

  	
  Survival

  	
  16

  
	
  24.

  	
  Counterparts

  	
  16

  
	
  25.

  	
  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 Disclosure Document

  	
  D-1

  
	
   

  	
   

  
	
  Appendix
  E — List of Approved Executing Brokers and Platforms

  	
  E-1

  



 

















 


ADVISORY AGREEMENT


 


THIS ADVISORY AGREEMENT
(the “Agreement”), made as of this 26th day of March 2010, among ORION 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 ORTUS CAPITAL MANAGEMENT LIMITED (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 


 


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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 similar currency programs as it utilizes to manage Ortus Fund
(Cayman) Limited (the “Ortus Fund”) as described in the confidential Private
Placing Memorandum (the “PPM”) of the Ortus Fund  (the
“Program”).  The Trading Advisor has
previously provided to the Manager a copy of the PPM, 


 


2

















 


and each time that the PPM is supplemented, revised,
or updated, the Trading Advisor will within five business days provide the
Manager with such supplement, revision, or update (together with the PPM, 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 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.


 


3

















 


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


 


(e)           Delivery of 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.


 


(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 such trades
will be “given-up” to be carried by the Clearing Broker.  The Trading Advisor shall 


 


4

















 


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. 
The Trading Advisor may use any of the brokers and/or dealers and
platforms in Appendix E that are approved by the Manager.


 


(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.  The Manager hereby approves for
use with the Company the arrangement regarding brokerage and floor commissions,
“give-up” fees and other transaction costs described in the PPM.


 


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


 


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


 


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


 


5

















 


after taking into account all realized and unrealized
gains and losses is the Company’s “Mark-to-Market Value.”


 


(c)           The value of the Company determined by deducting from
the Company’s Mark-to-Market Value all charges and reserves (including but not
limited to charges specific to the Company provided for in Section 5(b),
the Company’s pro rata share of Fund distribution fees, transfer agent fees,
administrator’s fees, brokerage commissions and the Manager’s Sponsor Fee) except
any charges or accruals for the fees provided for in Section 6 is the
Company’s “Net Asset Value Before Fees.”


 


6.             Fees.


 


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


 


(b)           Incentive Fee.


 


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


 


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


 


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


 


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


 






* Confidential material redacted and filed separately
with the Commission.


 


6

















 


(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.


 


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


 


7.             Term and Termination.


 


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


 


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


 


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


 


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


 


(iii)             at the discretion of the Trading Advisor, as of the
following month-end, should any of the following occur:  (1) the assets managed by the Trading
Advisor decrease to less than $20,000,000 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;


 


(iv)             on five days’ written notice to the Manager if the
Trading Advisor reasonably believes in good faith that (x) the Company or
the Manager has disclosed Trade Data other than in accordance with the terms of
Section 22 hereof and (y) such disclosure would materially harm its
business; or


 


(v)              at the discretion of the Trading Advisor as of the end
of any month upon 30 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 


 


7

















 


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 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 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) knowingly use or distribute for any
purpose whatsoever any list containing the names and/or 


 


8

















 


residential addresses of and/or other information
about the Limited Partners of the Fund; nor (b) knowingly solicit any
person that the Trading Advisor Party knows or reasonably should know is a
Limited Partner of the Fund for any business purpose whatsoever (unless such
Limited Partner is already a client of the Trading Advisor, or the Trading
Advisor is not aware that a person is a Limited Partner of the Fund).


 


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.


 


(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, 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
Trading Advisor is not required to register as a commodity trading advisor
under the CEA or to be a member of the NFA because the Trading Advisor is
exempt from such registration and membership requirements.


 


(iv)             The Trading Advisor is not required to be registered
under and is not subject to the provisions of the U.S. Investment Advisors Act
of 1940.


 


(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 


 


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 not an “investment company” within the
meaning of the Company Act.


 


(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.


 


11

















 


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 gross
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, 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 gross 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 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.


 


(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.


 


12

















 


(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 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):


 


13

















 


if
to the Company or the Manager:


 


ORION
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:


 


Ortus Capital Management Limited


Unit 2706, 27th Floor, The Center


99 Queen’s Road Central


Hong Kong


Attn: Operations Department


Facsimile: 852-2169-3048


 


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 


 


14

















 


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.


 


(a)           As used herein the term “Trade Data”
shall mean the Trading Advisor’s strategies, trading systems or programs,
mathematical models, simulated results, simulation software, price or research
databases; trades, positions, and
high-frequency performance data of the Account (defined as that any two time
points used for measuring returns or estimating returns are less than one month
apart); and other non-public information identified in writing as such
and provided by the Trading Advisor to the Manager and/or the Company.


 


(b)           Each of the Company and
the Manager acknowledges that the Trade Data constitute proprietary data
belonging to the Trading Advisor and that it shall not disclose or disseminate
or grant access to any portion of Trade Data except:


 


(i)            to Privileged Persons
as necessary to monitor and make investment decisions based on the Trading
Advisor’s trading on behalf of the Company and otherwise to effect the
transactions contemplated by this Agreement and to enforce either of their
rights and fulfill either of their obligations under this Agreement.  The term “Privileged Persons” as used
herein shall only include (1) employees of the Manager in the relevant
departments who need to know such Trade Data solely for the purposes of serving
the Company, and (2) the Company’s attorneys, accountants, administrators,
and prime brokers who provide services to the Company and are bound by a duty
of confidentiality to the Company. To avoid any doubt, Privileged Persons shall
exclude any Limited Partners (or beneficial owners) of the Fund (other than any
Limited Partner (or beneficial owner) covered by (1) or (2) above)
and their agents or consultants, any affiliate of the Manager or the Company
(including, without limitation, their respective directors, officers,
shareholders, employees and controlling persons), or anyone in other divisions
or departments of the Manager or the BlackRock group who does not need to know
such Trade Data for the purposes of serving the Company; and


 


15

















 


(ii)           as required by applicable laws, the
request of any regulatory body or valid legal process (provided,  however,
that, other than in connection with a routine audit or examination of the
Company or the Manager, the Company and the Manager will give the Trading
Advisor written notice of the Trade Data to be disclosed to the extent that
such notice is permissible under the circumstances and will allow the Trading
Advisor to seek to obtain confidential treatment of such information by the
persons to whom it is disclosed).


 


(c)           For avoidance of doubt,
the Manager shall not use the Trade Data (i) to trade for its own account
or (ii) to attempt to recreate or reverse engineer any of the Trading
Advisor’s investment strategies, models or processes or (iii) to cause
anyone to do (i) or (ii).


 


(d)           Each of the Company and
the Manager acknowledges that the Trading Advisor and its affiliates would be
irreparably harmed if either the Company or the Manager violates the
restrictions set forth in this Section 22, and agrees that the Trading Advisor
shall be entitled to a court order enjoining any such violation without proof
of irreparable harm or the posting of any bond or other security.


 


(e)           In the event that the
Company or the Manager become aware of a breach of this Section 22 or any
threat of doing so, they shall as soon as practicable notify the Trading
Advisor of such breach or threat of doing so and reasonably cooperate with the
Trading Advisor to remedy such breach.


 


(f)            After termination of
this Agreement and upon receipt of written request from the Trading Advisor,
the Company and the Manager will destroy all Trade Data in their possession
that is not required to be retained pursuant to applicable law, regulation,
legal advice or guidance, or written compliance policies and procedures.  The Trading Advisor understands,
acknowledges, and agrees that the Manager is required by CFTC regulations 4.23
and 1.31 to keep records regarding the Trade Data for a minimum period of five
years.


 


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.  Additionally, Section 21 shall survive
the termination of this Agreement.


 


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.


 


*              *              *              *              *


 


16

















 


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


 


	
   

  	
   

  	
  ORION 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: ORTUS CAPITAL
  MANAGEMENT LIMITED 

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
								



 


17
















 


APPENDIX A


 


AUTHORIZED
TRADERS


 


The list all authorized
traders for the Company is attached.  The
list may be amended by the Trading Advisor from time to time provided that the
amended list is provided by the Trading Advisor to the Manager and the Company
prior to the time at which any additions to the list begin trading for the
Company.


 


A-1

















 


APPENDIX B


 


COMMODITY
INTERESTS TRADED BY ORTUS CAPITAL MANAGEMENT LIMITED


 


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


 


OTC currency spot or forward or option contracts with maturities less than
or equal to twelve (12) months between any two of the following currencies:
AUD, CAD, CHF, EUR, GBP, JPY, and USD (as amended from time to time per the
same amendments for the Ortus Fund that are communicated to the investors of
Ortus Fund).


 


 


	
   

  	
  ORTUS CAPITAL
  MANAGEMENT LIMITED

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated as of March 26,
  2010

  	
   

  



 


B-1

















 


APPENDIX C


 


COMMODITY
TRADING AUTHORITY


 


Ortus Capital Management Limited


Unit 2706, 27th Floor, The Center


99 Queen’s Road Central


Hong Kong


Attn:  James Shang


Facsimile:  852-2169-3048


 


Dear Ortus Capital
Management Limited:


 


Orion 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,

  
	
   

  	
   

  	
   

  
	
   

  	
  ORION GLOBAL HORIZONS,
  LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BLACKROCK INVESTMENT
  MANAGEMENT, LLC,

  
	
   

  	
   

  	
  its Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Dated as of March 26, 2010

  	
   

  	
   

  



 


C-1

















 


APPENDIX D


 


ACKNOWLEDGMENT
OF RECEIPT OF DISCLOSURE DOCUMENT


 


The undersigned hereby
acknowledges receipt of the Ortus Fund (Cayman) Limited Private Placement
Memorandum dated 28 May 2009.


 


	
   

  	
  ORION GLOBAL HORIZONS,
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BLACKROCK INVESTMENT
  MANAGEMENT, LLC,

  

  
	
   

  	
   

  	
  its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated as of March 26,
  2010

  	
   

  	
   

  	
   

  



 


D-1

















 


APPENDIX E


 


LIST OF
APPROVED EXECUTING BROKERS AND PLATFORMS


 


Executing Brokers:


 


	
   

  	
  1.

  	
  ANZ

  
	
   

  	
  2.

  	
  Bank of America,
  N.A.

  
	
   

  	
  3.

  	
  Bank of Montreal

  
	
   

  	
  4.

  	
  Bank of Nova
  Scotia

  
	
   

  	
  5.

  	
  Bank of
  Tokyo-Mitsubishi

  
	
   

  	
  6.

  	
  Barclays Bank plc

  
	
   

  	
  7.

  	
  BNP Paribas

  
	
   

  	
  8.

  	
  Citibank N.A.

  
	
   

  	
  9.

  	
  Commerzbank AG

  
	
   

  	
  10.

  	
  Commonwealth Bank
  of Australia

  
	
   

  	
  11.

  	
  Credit Suisse

  
	
   

  	
  12.

  	
  Deutsche Bank AG

  
	
   

  	
  13.

  	
  DBS

  
	
   

  	
  14.

  	
  Goldman Sachs

  
	
   

  	
  15.

  	
  HSBC

  
	
   

  	
  16.

  	
  ING Bank N.V.

  
	
   

  	
  17.

  	
  JP Morgan Chase
  Bank, N.A.

  
	
   

  	
  18.

  	
  Julius Baer

  
	
   

  	
  19.

  	
  NewEdge

  
	
   

  	
  20.

  	
  Mizuho Corporate
  Bank Ltd, London

  
	
   

  	
  21.

  	
  Morgan Stanley

  
	
   

  	
  22.

  	
  Nomura
  International Plc, London

  
	
   

  	
  23.

  	
  Royal Bank of
  Canada

  
	
   

  	
  24.

  	
  SAXO BANK A/S

  
	
   

  	
  25.

  	
  Skandinaviska
  Enskilda Banken Ab, Stockholm (SEB)

  
	
   

  	
  26.

  	
  Societe Generale
  SA

  
	
   

  	
  27.

  	
  Standard Chartered
  Bank Ltd

  
	
   

  	
  28.

  	
  State Street Bank
  And Trust

  
	
   

  	
  29.

  	
  Svenska
  Handelsbanken Ab, New York

  
	
   

  	
  30.

  	
  The Bank of New
  York

  
	
   

  	
  31.

  	
  The Royal Bank of
  Scotland plc

  
	
   

  	
  32.

  	
  The
  Toronto-Dominion Bank

  
	
   

  	
  33.

  	
  UBS AG

  
	
   

  	
  34.

  	
  United Overseas
  Bank, Singapore

  
	
   

  	
  35.

  	
  Westdeutsche
  Landesbank

  
	
   

  	
  36.

  	
  Westpac Banking
  Corp

  



 


Trading Platforms:


 


1.               EBS


2.               Reuters


3.               FX All


4.               Hotspot FX


5.               Lava


6.               Currenex


7.               FXCM Pro


8.               CME


9.               Bloomberg


 


E-1