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 ACTING AS TRADING ADVISOR FOR
THE COMPANY, THE TRADING ADVISOR SHALL UTILIZE ITS COMBINED FUTURES PORTFOLIO
(2X) PROGRAM (THE "PROGRAM") AS DESCRIBED IN THE TRADING ADVISOR'S DISCLOSURE
DOCUMENT DATED SEPTEMBER 30, 2009 (THE "DISCLOSURE DOCUMENT").
THE TRADING
ADVISOR MAY TRADE A DIFFERENT PORTFOLIO FOR THE COMPANY ONLY WITH THE CONSENT OF
THE MANAGER.
2
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 EMPLOYED BY THE TRADING
ADVISOR AND LISTED IN APPENDIX A, AS AMENDED FROM TIME TO TIME, 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
direct the investment and reinvestment of the Company's assets, 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