OTHER SUCH PARTY IN OFFICIALLY FILED OR PUBLICLY OR PRIVATELY
DISTRIBUTED MATERIAL WITHOUT FIRST SUBMITTING SUCH MATERIAL TO THE PARTY SO
NAMED FOR APPROVAL A REASONABLE PERIOD OF TIME IN ADVANCE OF THE PROPOSED USE OF
SUCH MATERIAL.
23.
CONFIDENTIALITY.
THE COMPANY AND THE MANAGER (COLLECTIVELY THE
"FUND PARTIES") SHALL NOT DISCLOSE TO ANY PERSON ANY INFORMATION ARISING OUT OF
OR RELATING TO THE TRANSACTIONS EFFECTED BY THE TRADING ADVISOR, REGARDLESS OF
WHETHER THE SOURCE OF SUCH INFORMATION WAS THE TRADING ADVISOR OR A THIRD
PARTY.
NOTWITHSTANDING THE FOREGOING, THE FUND PARTIES MAY DISCLOSE SUCH
INFORMATION OR ANY PORTION THEREOF (I) PURSUANT TO ANY SUBPOENA, CIVIL
INVESTIGATIVE DEMAND OR SIMILAR DEMAND OR REQUEST OF ANY COURT, REGULATORY
AUTHORITY, ARBITRATOR, OR TRIBUNAL, OR (II) TO ANY GOVERNMENT OR REGULATORY OR
SELF-REGULATORY BODY HAVING AUTHORITY TO REGULATE OR OVERSEE THEIR BUSINESS,
PROVIDED, HOWEVER, THAT (OTHER THAN IN CONNECTION WITH A ROUTINE AUDIT OR
EXAMINATION, IN WHICH CASE THE FUND PARTIES WILL SEEK TO OBTAIN CONFIDENTIAL
TREATMENT OF SUCH INFORMATION BY THE PERSONS TO WHOM IT IS DISCLOSED) THEY WILL
GIVE THE TRADING ADVISOR PRIOR WRITTEN NOTICE OF THE INFORMATION TO BE DISCLOSED
TO THE EXTENT THAT SUCH NOTICE IS PERMISSIBLE AND THE FUND PARTIES WILL
COOPERATE WITH THE TRADING ADVISOR TO SEEK TO OBTAIN CONFIDENTIAL TREATMENT OF
SUCH INFORMATION BY THE PERSONS TO WHOM IT IS DISCLOSED.
THE FUND PARTIES
ACKNOWLEDGE AND AGREE THAT THE TRADING ADVISOR'S TRADING SYSTEMS AND THE
METHODOLOGY UTILIZED BY SUCH SYSTEMS ARE UNIQUE, PROPRIETARY TO THE TRADING
ADVISOR, AND HAVE BEEN DEVELOPED AT A SIGNIFICANT COST TO THE TRADING ADVISOR
THROUGH EXTENSIVE RESEARCH AND DEVELOPMENT EFFORTS.
THE FUND PARTIES HEREBY
AGREE THAT THEY SHALL NOT, DIRECTLY OR INDIRECTLY, TAKE ANY STEPS OR MAKE ANY
ATTEMPT TO REVERSE ENGINEER OR ANALYZE THE TRADING ADVISOR'S TRADING SYSTEMS OR
THE METHODOLOGY UTILIZED BY SUCH SYSTEMS.
24.
SURVIVAL.
THE PROVISIONS OF THIS AGREEMENT SHALL SURVIVE THE
TERMINATION HEREOF WITH RESPECT TO ANY MATTER ARISING WHILE THIS AGREEMENT SHALL
BE IN EFFECT.
25.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS,
EACH OF WHICH SHALL BE DEEMED AN ORIGINAL BUT ALL OF WHICH TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
15
26.
HEADINGS.
HEADINGS TO SECTIONS AND SUBSECTIONS IN THIS AGREEMENT
ARE FOR THE CONVENIENCE OF THE PARTIES ONLY AND ARE NOT INTENDED TO BE A PART OF
OR TO AFFECT THE MEANING OR INTERPRETATION HEREOF.
*
*
*
*
*
16
IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED FOR AND ON BEHALF OF THE
UNDERSIGNED ON THE DAY AND YEAR FIRST WRITTEN ABOVE.
COLBY GLOBAL HORIZONS, LLC
By:
BLACKROCK INVESTMENT MANAGEMENT, LLC,
its Manager
By:
Name:
Title:
By:
Name:
Title:
BLACKROCK INVESTMENT MANAGEMENT, LLC
By:
Name:
Title:
By:
Name:
Title:
By:
CRABEL CAPITAL MANAGEMENT, LLC
By:
Name:
Title:
17
APPENDIX A
AUTHORIZED TRADERS
1.
Toby Crabel
2.
Sean Greenwaldt
3.
Paul Mason
4.
Tim Cherne
5.
Troy Seebold
6.
Steve Hall
7.
Steve Brechtel
8.
Thomas Gentile
9.
Reggie Laubmeier
10.
Ryan McDermott
A-1
APPENDIX