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 DISCRETIONARY GLOBAL MACRO PROGRAM (THE "PROGRAM") AS
DESCRIBED IN THE CONFIDENTIAL OFFERING MEMORANDUM FOR THE PIA MACRO FUND LTD.
(THE "CONFIDENTIAL OFFERING MEMORANDUM").
THE
2
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
PROGRAM PURSUANT TO AND IN ACCORDANCE WITH THE TRADING ADVISOR'S BEST JUDGMENT
AND ITS APPROACH AS DESCRIBED IN THE CONFIDENTIAL OFFERING MEMORANDUM, 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