TRADING ADVISOR;
PROVIDED THAT THE MANAGER REASONABLY BELIEVES SUCH INFORMATION TO BE NECESSARY
OR ADVISABLE IN CONNECTION WITH ITS PREPARATION OF THE MEMORANDUM OR OTHER
REQUIRED DISCLOSURES, REPORTS OR REGULATORY FILINGS.
(E)
ACCESS TO PERSONNEL.
UPON REASONABLE NOTICE TO THE TRADING
ADVISOR, THE COMPANY OR THE MANAGER SHALL HAVE THE RIGHT TO HAVE ACCESS TO
APPROPRIATE SENIOR PERSONNEL FO THE TRADING ADVISOR IN ORDER TO DISCUSS MATTERS
RELATED TO THE ACCURACY AND COMPLETENESS OF DATA PROVIDED BY THE TRADING ADVISOR
AND/OR 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
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, ACTING INDEPENDENTLY
FROM ANY OTHER ADVISORS OR MANAGERS SELECTED TO DIRECT ACCOUNTS ON BEHALF OF THE
FUND.
THE TRADING ADVISOR AND THE COMPANY AGREE THAT IN MANAGING THE ASSETS OF
THE COMPANY, THE TRADING ADVISOR SHALL UTILIZE THE INVESTMENT POLICY AND
STRATEGY (THE "PROGRAM") AS DESCRIBED IN THE CONFIDENTIAL PRIVATE PLACEMENT
MEMORANDUM FOR CCP QUANTITATIVE FUND LP DATED SEPTEMBER 24, 2009 (THE
"DISCLOSURE DOCUMENT").
THE TRADING ADVISOR MAY TRADE A SUBSTANTIVELY DIFFERENT
PORTFOLIO IN MANAGING 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 EMPLOYED BY THE TRADING
ADVISOR AND AUTHORIZED BY THE TRADING ADVISOR TO DO SO ARE PERMITTED TO
IMPLEMENT TRADES FOR THE COMPANY.
A CURRENT LIST OF THESE INDIVIDUALS IS
INCLUDED APPENDIX A.
AT THE MANAGER'S REQUEST, THE TRADING ADVISOR SHALL
PROVIDE A QUARTERLY UPDATE TO THE COMPANY AND THE MANAGER REGARDING ANY
INDIVIDUALS WHO HAVE (X) HAD THEIR AUTHORITY TO IMPLEMENT TRADES FOR THE COMPANY
REVOKED OR (Y) BEEN ADDED DURING THE QUARTER AS 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