WITHIN THE TIME REQUIRED BY RULE 456(B)(1)(I) OF THE 1933 ACT
REGULATIONS WITHOUT REGARD TO THE PROVISO THEREIN AND OTHERWISE IN ACCORDANCE
WITH RULES 456(B) AND 457(R) OF THE 1933 ACT REGULATIONS (INCLUDING, IF
APPLICABLE, BY UPDATING THE "CALCULATION OF REGISTRATION FEE" TABLE IN
ACCORDANCE WITH
15
RULE 456(B)(1)(II) EITHER IN A POST-EFFECTIVE AMENDMENT TO THE REGISTRATION
STATEMENT OR ON THE COVER PAGE OF A PROSPECTUS FILED PURSUANT TO RULE 424(B)).
(B)
THE COMPANY WILL PROMPTLY ADVISE THE MANAGER OF THE RECEIPT OF ANY
COMMENTS OF, OR REQUEST BY THE COMMISSION FOR ANY AMENDMENT OR SUPPLEMENT TO THE
REGISTRATION STATEMENT OR THE PROSPECTUS OR FOR ADDITIONAL OR SUPPLEMENTAL
INFORMATION WITH RESPECT THERETO OR OF NOTICE OF INSTITUTION OF PROCEEDINGS FOR,
THE ENTRY OF A STOP ORDER SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION
STATEMENT BY THE COMMISSION OR OF ANY EXAMINATION PURSUANT TO SECTION 8(E) OF
THE 1933 ACT CONCERNING THE REGISTRATION STATEMENT OR OF ANY ORDER OR NOTICE
PREVENTING OR SUSPENDING THE USE OF THE REGISTRATION STATEMENT, ANY PRELIMINARY
PROSPECTUS OR THE PROSPECTUS, OR OF ANY PROCEEDINGS TO REMOVE, SUSPEND OR
TERMINATE FROM LISTING OR QUOTATION THE COMMON STOCK FROM ANY SECURITIES
EXCHANGE UPON WHICH IT IS LISTED FOR TRADING OR INCLUDED OR DESIGNATED FOR
QUOTATION, OR OF THE THREATENING OR INITIATION OF ANY PROCEEDINGS FOR ANY OF
SUCH PURPOSES.
THE COMPANY SHALL USE ITS BEST EFFORTS TO PREVENT THE ISSUANCE
OF ANY SUCH STOP ORDER OR NOTICE OF PREVENTION OR SUSPENSION OF SUCH USE.
IF
THE COMMISSION SHALL ENTER ANY SUCH STOP ORDER OR ISSUE ANY SUCH NOTICE AT ANY
TIME, THE COMPANY WILL USE ITS BEST EFFORTS TO OBTAIN THE LIFTING OR REVERSAL OF
SUCH ORDER OR NOTICE AT THE EARLIEST POSSIBLE MOMENT, OR WILL FILE AN AMENDMENT
TO THE REGISTRATION STATEMENT OR A NEW REGISTRATION STATEMENT IN A FORM
SATISFACTORY TO THE MANAGER AND USE ITS BEST EFFORTS TO HAVE SUCH AMENDMENT OR
NEW REGISTRATION STATEMENT BECOME EFFECTIVE AS SOON AS PRACTICABLE.
THE COMPANY
WILL PROMPTLY ADVISE THE MANAGER OF ANY PROPOSAL TO AMEND OR SUPPLEMENT THE
REGISTRATION STATEMENT OR PROSPECTUS, INCLUDING BY FILING ANY DOCUMENTS THAT
WOULD BE INCORPORATED THEREIN BY REFERENCE, AND TO FILE NO SUCH AMENDMENT OR
SUPPLEMENT TO WHICH THE MANAGER SHALL OBJECT IN WRITING, AND WILL FURNISH THE
MANAGER WITH COPIES OF ANY SUCH DOCUMENTS A REASONABLE AMOUNT OF TIME PRIOR TO
SUCH PROPOSED FILING OR USE, AS THE CASE MAY BE.
(C)
THE COMPANY WILL MAKE AVAILABLE TO THE MANAGER AND FROM TIME TO
TIME FURNISH TO THE MANAGER COPIES OF THE PROSPECTUS (OR THE PROSPECTUS AS
AMENDED OR SUPPLEMENTED IF THE COMPANY SHALL HAVE MADE ANY AMENDMENTS OR
SUPPLEMENTS THERETO AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT) IN
SUCH QUANTITIES AND AT SUCH LOCATIONS AS THE MANAGER MAY REASONABLY REQUEST FOR
THE PURPOSES CONTEMPLATED BY THE 1933 ACT, WHICH PROSPECTUS AND ANY AMENDMENTS
OR SUPPLEMENTS THERETO FURNISHED TO THE MANAGER WILL BE MATERIALLY IDENTICAL TO
THE VERSION CREATED TO BE TRANSMITTED TO THE COMMISSION FOR FILING VIA EDGAR,