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