EXHIBIT 10.01(g)


 


ADVISORY AGREEMENT


 


among


 


BREAKOUT GLOBAL HORIZONS, LLC,


 


BLACKROCK INVESTMENT MANAGEMENT, LLC,


 


and


 


BLACKWATER CAPITAL MANAGEMENT, LLC


 


 


Dated as
of March 23, 2010


 

















 


ADVISORY
AGREEMENT


 


Table of
Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Undertakings
  in Connection with Offering of Units

  	
  1

  
	
  2.

  	
  Duties
  of the Trading Advisor

  	
  2

  
	
  3.

  	
  Trading
  Advisor Independent

  	
  4

  
	
  4.

  	
  Commodity
  Broker; Floor Brokers

  	
  4

  
	
  5.

  	
  Allocation
  of Company Assets to Trading Advisor

  	
  5

  
	
  6.

  	
  Incentive
  Fee

  	
  6

  
	
  7.

  	
  Term
  and Termination

  	
  7

  
	
  8.

  	
  Right
  to Advise Others; Uniformity of Acts and Practices

  	
  7

  
	
  9.

  	
  Speculative
  Position Limits

  	
  8

  
	
  10.

  	
  Additional
  Undertakings by the Trading Advisor

  	
  8

  
	
  11.

  	
  Representations
  and Warranties

  	
  8

  
	
  12.

  	
  Entire
  Agreement

  	
  11

  
	
  13.

  	
  Indemnification

  	
  11

  
	
  14.

  	
  Assignment

  	
  13

  
	
  15.

  	
  Amendment;
  Waiver

  	
  13

  
	
  16.

  	
  Severability

  	
  13

  
	
  17.

  	
  Notices

  	
  13

  
	
  18.

  	
  Governing
  Law

  	
  14

  
	
  19.

  	
  Consent
  to Jurisdiction

  	
  14

  
	
  20.

  	
  Remedies

  	
  14

  
	
  21.

  	
  Promotional
  Material

  	
  15

  
	
  22.

  	
  Confidentiality

  	
  15

  
	
  23.

  	
  Survival

  	
  15

  
	
  24.

  	
  Counterparts

  	
  15

  
	
  25.

  	
  Headings

  	
  15

  
	
  Appendix A - List of
  Authorized Traders

  	
  A-1

  
	
   

  	
   

  
	
  Appendix B – List of
  Commodity Interests Traded by Trading Advisor

  	
  B-1

  
	
   

  	
   

  
	
  Appendix C - Commodity
  Trading Authority

  	
  C-1

  
	
   

  	
   

  
	
  Appendix D -
  Acknowledgment of Receipt of Disclosure Document

  	
  D-1

  



 

















 


ADVISORY AGREEMENT


 


THIS ADVISORY AGREEMENT
(the “Agreement”), made as of this 23rd day of March 2010, among BREAKOUT 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 BLACKWATER 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, including without limitation
by providing, as promptly as may be reasonably practicable, all information (if
any) regarding the Trading Advisor and its principals which the Manager 


 


1

















 


reasonably believes to be necessary or advisable to
include in the Memorandum, as the same may be amended from time to time;
provided, that nothing herein shall require the Trading Advisor to disclose any
proprietary or confidential information related to its trading programs,
systems or strategies or to its clients.


 


(b)           Certain Defined Terms. 
As used in this Agreement, the term “principal” shall have the same
meaning given to such term in Section 4.10(e) of the Commodity
Regulations, and the term “affiliate” shall mean an individual or entity
(including a stockholder, director, officer, employee, agent, or principal)
that directly or indirectly controls, is controlled by, or is under common
control with any other individual or entity.


 


(c)           Use of Memorandum and Other Solicitation
Material.  Neither the Trading Advisor, its principals
nor any of its employees, affiliates or agents, the employees, affiliates or
agents of such affiliates, or their respective successors or assigns shall use,
publish, circulate or distribute the Memorandum (including any amendment or
supplement thereto) or any related solicitation material nor shall any of the
foregoing engage in any marketing, sales or promotional activities in
connection with the offering of Units, except as may be requested by the
Manager and agreed to by the Trading Advisor.


 


(d)           Updated Performance Information. 
At any time while Units continue to be offered and sold, at the written
request of the Fund or the Manager, the Trading Advisor, at its own expense,
shall promptly provide the Fund and the Manager with complete and accurate
performance information (in form and substance consistent with Section 4.35
of the Commodity Regulations and the NFA Rules) reflecting the actual
performance of the accounts directed by the Trading Advisor up to the latest
practicable date (consistent with Section 4.35 of the Commodity
Regulations) prior to the date of the Memorandum as amended or supplemented,
together with any reports or letters relating to such performance data received
from accountants and in the possession of the Trading Advisor.


 


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


 


2.             Duties of the Trading Advisor.


 


(a)           Speculative Trading. 
As of the date of this Agreement, the Trading Advisor acts as a trading
advisor for the Company.  The Trading
Advisor and the Company agree that in managing the assets of the Company, the
Trading Advisor shall utilize its Blackwater Global  Program  (the “Programs”) as described in the Trading Advisor’s
Disclosure Document dated February 10, 2010 (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 


 


2

















 


and responsibility for directing the investment and
reinvestment of the Company’s assets utilizing the Programs pursuant to and in
accordance with the Trading Advisor’s best judgment and its approach as
described in the Disclosure Document, and as refined and modified from time to
time in the future in accordance herewith, for the period and on the terms and
conditions set forth herein.  Only those
individuals currently employed by the Trading Advisor and listed in Appendix A
are permitted to implement trades for the Company.  Notwithstanding the foregoing, the Company or
the Manager may override the trading instructions of the Trading Advisor to the
extent necessary:  (i) to fund any
distributions or redemptions of Units to be made by the Fund; (ii) to pay
the Company’s or the Fund’s expenses; and/or (iii) to comply with
speculative position limits; provided that the Company and the Manager shall
permit the Trading Advisor three days in which to liquidate positions for the
purposes set forth in clauses (i)-(ii) prior to exercising its override
authority.  The Trading Advisor will have
no liability for the results of any of the Manager’s interventions in (i)-(ii),
above.


 


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


 


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


 


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


 


(c)           Investment of Assets Held in Securities
and Cash.  Notwithstanding any provision of this
Agreement to the contrary, the Company and the Manager, and not the Trading
Advisor, shall have the sole and exclusive authority and responsibility with
regard to the investment, maintenance and management of the Company’s assets
other than in respect of the Trading Advisor’s trading of the Company’s assets
in commodity interests.


 


(d)           Trading Authorization. 
Prior to the Company’s acceptance of trading advice from the Trading
Advisor in accordance with this Agreement, the Company shall deliver 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.


 


3

















 


(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 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 


 


4

















 


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


 


(b)           Forward Trading. 
All forward trades for the Company shall be executed through the forward
dealer(s) (which may be affiliates of the Manager) designated by the
Manager, provided that at the request of the Trading Advisor, the Manager may
consent to some other forward trading arrangement, which consent shall not be
unreasonably withheld.  The Trading
Advisor shall use such other banks or dealers only for what the Trading
Advisor, in good faith, believes to be good cause.


 


(c)           Floor Brokerage. 
Notwithstanding Section 4(a) of this Agreement, the Trading
Advisor may place orders for commodity interest transactions for the Company
through floor brokers selected by the Trading Advisor, and approved by the
Manager, such approval not to be unreasonably withheld.  Such floor brokers shall “give up” all trades
on behalf the Company to the Clearing Broker for clearance.


 


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


 


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


 


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


 


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


 


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


 


5

















 


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 but after reduction of [         ]* of the
Company’s average month-end Mark-to-Market Value for the year, as the [                 ].*


 


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


 


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


 


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


 






* Confidential material redacted and filed separately
with the Commission.


 


6

















 


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


 


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


 


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


 


7.             Term and Termination.


 


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


 


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


 


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


 


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


 


(iii)             at the discretion of the Trading Advisor,
as of the following month-end, should any of the following occur:  (1) the assets managed by the Trading
Advisor decrease to less than $1,000,000 at the close of business on any day;
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 and its affiliates shall be free to advise other investors as
to the purchase and sale of commodity interests, to manage and trade other
investors’ commodity interests accounts and to trade for and on behalf of their
own proprietary commodity interests accounts. 
However, under no circumstances shall the Trading Advisor or any of its
affiliates favor any commodity interests account directed by any of them
(regardless of the date on which they began or shall begin to direct such
account) over the Company’s account, giving due consideration to the trading
program which the Manager has requested the Trading Advisor to trade on behalf
of the Company.  For purposes of this
Agreement, the Trading Advisor and its affiliates shall not be deemed to be
favoring another commodity interests account over the Company’s account if the
Trading Advisor or its affiliates, in accordance with specific instructions of
the owner of such account, trade such account at a degree of leverage or in
accordance with trading policies which shall be different from that which shall
normally be applied to substantially all of the Trading Advisor’s other
accounts or if the Trading Advisor or its affiliates, in accordance with the
Trading Advisor’s money 


 


7

















 


management principles, shall not trade certain
commodity interests contracts for an account based on the amount of equity in
such account.


 


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


 


(c)           At the request of the Company, the
Trading Advisor and its affiliates shall promptly make available to the Company
(if available to it without unreasonable efforts) copies of the normal daily,
monthly, quarterly and annual, as the case may be, written reports reflecting
the performance of all commodity pool accounts advised, managed, owned or
controlled by the Trading Advisor or its affiliates required to be delivered to
pool participants pursuant to the CEA and similar written information, including
monthly account statements, reflecting the performance of all other commodity
interest accounts advised, managed, owned or controlled by the Trading Advisor
or its affiliates, with respect to which account reports shall not be required
to be delivered to the owners thereof pursuant to the CEA (subject to the need
to preserve the confidentiality of proprietary information concerning the
Trading Advisor’s trading systems, methods, models, strategies and formulas and
the identity of the Trading Advisor’s clients). 
At the request of the Company, the Trading Advisor or its affiliates
shall promptly deliver to the Company a satisfactory written explanation, in
the judgment of the Company, of the differences, if any, in the performance
between the Company’s account and such other commodity interest accounts traded
utilizing the same program or portfolio (subject to the need to preserve the
confidentiality of proprietary information concerning the Trading Advisor’s
trading systems, methods, models, strategies and formulas and the identity of
the Trading Advisor’s clients).


 


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


 


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


 


11.           Representations and Warranties.


 


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


 


(i)               The Trading Advisor is an entity duly
organized and validly existing and in good standing under the laws of the
jurisdiction of its organization and in good 


 


8

















 


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 (including, without limitation, registration of the
Trading Advisor as a commodity trading advisor under the CEA, and membership of
the Trading Advisor as a commodity trading advisor in NFA), and the performance
of such obligation will not violate or result in a breach of any provision of
the Trading Advisor’s certificate of incorporation, by-laws or any agreement,
instrument, order, law or regulation binding on the Trading Advisor.  The principals of the Trading Advisor are
duly listed as such on its commodity trading advisor Form 7-R
registration.


 


(iv)             Assuming the accuracy of the Manager’s
representation in subsection 11(b)(vii) below, management by the Trading
Advisor of an account for the Company in accordance with the terms hereof will
not require any registration under, or violate any of the provisions of, the
Investment Advisers Act of 1940 (assuming that the Company is not an “investment
company” within the meaning of the Investment Company Act of 1940, as amended
(the “Company Act”)).


 


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


 


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


 


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


 


9






 












 


(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.


 


(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 


 


10

















 


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.


 


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


 


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


 


13.          Indemnification.


 


(a)           The Company shall indemnify, defend and
hold harmless the Trading Advisor and its affiliates and their respective
directors, officers, shareholders, employees and controlling persons from and
against any and all losses, claims, damages, liabilities (joint and several),
costs and expenses (including any investigatory, legal and other expenses
incurred in connection with, and any amounts paid in, any settlement; provided
that the Company shall have approved such settlement) resulting from a demand,
claim, lawsuit, action or proceeding relating 


 


11

















 


to any of such person’s actions or capacities relating
to the business or activities of the Company pursuant to this Agreement;
provided that the conduct of such person which was the subject of the demand,
claim, lawsuit, action or proceeding did not constitute negligence, misconduct
or a breach of this Agreement or of any fiduciary obligation to the Company and
was done in good faith and in a manner such person reasonably believed to be
in, or not opposed to, the best interests of the Company.  The termination of any demand, claim,
lawsuit, action or proceeding by settlement shall not, in itself, create a
presumption that the conduct in question was not undertaken in good faith and
in a manner reasonably believed to be in, or not opposed to, the best interests
of the Company.


 


(b)           The Trading Advisor shall indemnify,
defend and hold harmless the Company, the Manager, their respective affiliates
and their respective directors, officers, shareholders, employees and
controlling persons from and against any and all losses, claims, damages,
liabilities (joint and several), costs and expenses (including any reasonable
investigatory, legal and other expenses incurred in connection with, and any
amounts paid in, any settlement; provided that the Trading Advisor shall have
approved such settlement) resulting from a demand, claim, lawsuit, action or
proceeding relating to any action or omission of the Trading Advisor or any of
its respective officers, directors or employees relating to the business or
activities of such person under this Agreement or relating to the management of
an account of the Company provided:  the
action or omission of such person which was the subject of the demand, claim,
lawsuit, action or proceeding constituted negligence or misconduct or a breach of
this Agreement or was an action or omission taken otherwise than in good faith
and in a manner reasonably believed to be in, or not opposed to, the best
interests of the Company.


 


(c)           The Trading Advisor, its officers,
directors, employees and shareholders shall not be liable to the Company and
its officers, directors or members or to any of their successors or assigns
except by reason of acts or omissions in contravention of the express terms of
this Agreement, or due to their intentional misconduct or negligence, or by
reason of not having acted in good faith and in the reasonable belief that such
actions or omissions were in, or not opposed to, the best interests of the
Company.


 


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


 


(e)           Any indemnification required by this Section 13
unless ordered or expressly permitted by a court, shall be made by the
indemnifying party only upon a determination by independent legal counsel
mutually agreeable to the parties hereto in a written opinion that the conduct
which is the subject of the claim, demand, lawsuit, action or proceeding with
respect to which indemnification is sought meets the applicable standard set
forth in this Section 13.


 


(f)            In the event that a person entitled to
indemnification under this Section 13 is made a party to an action, suit
or proceeding alleging both matters for which indemnification may be due
hereunder and matters for which indemnification may not be due hereunder, such
person shall be indemnified only in respect of the former matters.


 


(g)           Promptly after receipt by any of the
indemnified parties under this Agreement of notice of any demand, claim,
lawsuit, action or proceeding, the indemnified party 


 


12

















 


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):


 


if
to the Company or the Manager:


 


BREAKOUT
GLOBAL HORIZONS, LLC


c/o
BlackRock Investment Management LLC


40 East 52nd Street


25th Floor


 


13

















 


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:


 


Blackwater Capital
Management, LLC


36 Cattano
Avenue, Suite 601


Morristown, NJ 07960


Attn:  Andrew Silwanowicz


Facsimile: 
973-656-0344


 


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


 


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


 


20.          Remedies.  In any action
or proceeding arising out of any of the provisions of this Agreement, the
Trading Advisor, the Manager and the Company agree that they shall not seek any
prejudgment equitable or ancillary relief. 
Such parties also agree that their sole remedy 


 


14

















 


in any such action or proceeding shall be to seek
actual monetary damages for any breach of this Agreement; provided, however,
that the Company agrees that the Trading 
Advisor and the Manager may seek declaratory judgment with respect to
the indemnification provisions of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


*              *              *              *              *


 


15

















 


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


 


	
   

  	
  BREAKOUT 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: BLACKWATER CAPITAL
  MANAGEMENT, LLC

  
	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: 

  
				



 


16






 












 


APPENDIX A


 


AUTHORIZED
TRADERS


 


James J. Austin


 


Andrew Silwanowicz


 


A-1

















 


APPENDIX B


 


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


 


	
  Eebot

  	
   

  	
  30Year Bond

  
	
  Eebot

  	
   

  	
  10Year Note

  
	
  Eebot

  	
   

  	
  5Year Note

  
	
  Liffe

  	
   

  	
  Gilt

  
	
  Eurex

  	
   

  	
  Bund

  
	
  Eurex

  	
   

  	
  Bobl

  
	
  SFE

  	
   

  	
  Aus 10Year Note

  
	
  TSE

  	
   

  	
  JGB

  
	
  CME

  	
   

  	
  Eurodollar

  
	
  Liffe

  	
   

  	
  Euribor

  
	
  Liffe

  	
   

  	
  Short Sterling

  
	
  Nymex

  	
   

  	
  Crude

  
	
  Nymex

  	
   

  	
  Heating Oil

  
	
  Nymex

  	
   

  	
  RBOB

  
	
  ICE

  	
   

  	
  Brent Crude

  
	
  ICE

  	
   

  	
  Gas Oil

  
	
  Nymex

  	
   

  	
  Natural Gas

  
	
  CME

  	
   

  	
  Yen

  
	
  CME

  	
   

  	
  Swiss

  
	
  CME

  	
   

  	
  Euro

  
	
  CME

  	
   

  	
  Pound

  
	
  CME

  	
   

  	
  Canadian Dollar

  
	
  CME

  	
   

  	
  Aussie Dollar

  
	
  CME

  	
   

  	
  Mexican Peso

  
	
  CME

  	
   

  	
  South African Rand

  
	
  CME

  	
   

  	
  Brazilian Real

  
	
  ICE

  	
   

  	
  Dollar Index

  
	
  Finex

  	
   

  	
  EuroYen Cross

  
	
  Nymex

  	
   

  	
  Gold

  
	
  LME

  	
   

  	
  Copper

  
	
  LME

  	
   

  	
  Aluminum

  
	
  Eebot

  	
   

  	
  Corn

  



 


B-1

















 


	
  Eebot

  	
   

  	
  Soybeans

  
	
  Eebot

  	
   

  	
  Wheat

  
	
  ICE

  	
   

  	
  Cotton

  
	
  CME

  	
   

  	
  Live Cattle

  
	
  CME

  	
   

  	
  S&P500

  
	
  CME

  	
   

  	
  Nasdaq

  
	
  Eurex

  	
   

  	
  Dax

  
	
  Eurex

  	
   

  	
  Eurostoxx

  
	
  OSE

  	
   

  	
  Nikkei

  
	
  SGX

  	
   

  	
  MSCI Taiwan

  
	
  Liffe

  	
   

  	
  FTSE

  
	
  MFE

  	
   

  	
  Toronto S&P60

  
	
  HKFE

  	
   

  	
  Hang Seng

  



 


 


	
   

  	
  BLACKWATER CAPITAL
  MANAGEMENT, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated as of March 23,
  2010

  	
   

  



 


B-2

















 


APPENDIX C


 


COMMODITY
TRADING AUTHORITY


 


Blackwater Capital Management, LLC


Attn:  Andrew Silwanowicz


Facsimile:  973-656-0344


 


Dear Blackwater Capital
Management, LLC:


 


Breakout 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,

  
	
   

  	
   

  	
   

  
	
   

  	
  BREAKOUT GLOBAL
  HORIZONS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BLACKROCK INVESTMENT
  MANAGEMENT, LLC,

  its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated as of March 23, 2010

  	
   

  	
   

  



 


C-1

















 


APPENDIX D


 


ACKNOWLEDGMENT
OF RECEIPT OF DISCLOSURE DOCUMENT


 


The undersigned hereby
acknowledges receipt of Blackwater Capital Management’s  Disclosure
Document dated February 10, 2010.


 


 


	
   

  	
  BREAKOUT GLOBAL
  HORIZONS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BLACKROCK INVESTMENT
  MANAGEMENT, LLC,

  its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated as of March 23, 2010

  	
   

  	
   

  



 


D-1