APPLICABLE SECURITIES LAWS, RULES AND REGULATIONS.
THE INVESTMENT
ADVISER WILL DELIVER TO THE COMPANY ALL MATERIAL AMENDMENTS TO SUCH DOCUMENTS
PROMPTLY.
(F)
THE INVESTMENT ADVISER OR THE INVESTMENT ADVISER'S SUCCESSOR
OR LEGAL REPRESENTATIVE, AS THE CASE MAY BE, SHALL PROMPTLY NOTIFY THE COMMITTEE
IN WRITING OF (I) THE DISSOLUTION, TERMINATION, MERGER OR BANKRUPTCY OF THE
INVESTMENT ADVISER, OR (II) THE OCCURRENCE OF ANY OTHER EVENT WHICH MIGHT AFFECT
THE VALIDITY OF THIS AGREEMENT.
10.
REPRESENTATIONS OF THE COMPANY.
THE COMPANY HEREBY ACKNOWLEDGES,
REPRESENTS AND WARRANTS TO, AND AGREES WITH THE INVESTMENT ADVISER AS FOLLOWS:
6
(A)
THE COMPANY IS DULY ORGANIZED AND VALIDLY EXISTING AS A NEW
YORK CORPORATION AND THE ENGAGEMENT OF THE INVESTMENT ADVISER PURSUANT TO THE
TERMS OF THIS AGREEMENT DOES NOT VIOLATE ANY MATERIAL AGREEMENT OR LAW
APPLICABLE TO THE COMPANY.
ANY INDIVIDUALS WHOSE SIGNATURES ARE AFFIXED TO THIS
AGREEMENT AND/OR ANY EXHIBIT HERETO ON BEHALF OF THE COMPANY HAVE FULL AUTHORITY
AND POWER TO EXECUTE THIS AGREEMENT ON BEHALF OF THE COMPANY.
ANY SUCH
INDIVIDUALS AND/OR THE COMPANY SHALL PROMPTLY NOTIFY THE INVESTMENT ADVISER IN
WRITING OF ANY EVENT THAT COULD REASONABLY BE ANTICIPATED TO AFFECT EACH SUCH
INDIVIDUAL'S AUTHORITY UNDER THIS AGREEMENT.
(B)
THIS AGREEMENT HAS BEEN DULY AUTHORIZED AND EXECUTED BY THE
COMPANY AND CONSTITUTES A VALID AND LEGALLY BINDING AGREEMENT ENFORCEABLE
AGAINST THE COMPANY IN ACCORDANCE WITH ITS TERMS, SUBJECT AS TO ENFORCEMENT TO
BANKRUPTCY, INSOLVENCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, AND OTHER
SIMILAR LAWS OF GENERAL APPLICABILITY RELATING TO OR AFFECTING CREDITORS' RIGHTS
AND TO GENERAL EQUITY PRINCIPLES.
THE COMPANY'S EXECUTION OF THIS AGREEMENT AND
THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER DO NOT CONFLICT WITH OR VIOLATE ANY
PROVISIONS BY WHICH THE COMPANY IS BOUND, WHETHER ARISING BY CONTRACT, OPERATION
OF LAW OR OTHERWISE.
(C)
THE COMPANY HAS ALL GOVERNMENTAL, REGULATORY,
SELF-REGULATORY, AND EXCHANGE LICENSES, REGISTRATIONS, MEMBERSHIPS, AND
APPROVALS REQUIRED TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, AND IT WILL
MAINTAIN ANY REQUIRED LICENSES, REGISTRATIONS, APPROVALS, AND MEMBERSHIPS DURING
THE TERM OF THIS AGREEMENT.
11.
REPORTS AND INFORMATION.
(A)
THE INVESTMENT ADVISER SHALL DELIVER A STATEMENT SETTING
FORTH IN REASONABLE DETAIL THE ACCOUNT NAV, THE SECURITIES HELD IN THE ACCOUNT
AND THE FAIR MARKET VALUE OF SUCH SECURITIES TO THE COMPANY'S CHIEF EXECUTIVE
OFFICER AND CHIEF FINANCIAL OFFICER NO LESS FREQUENTLY THAN ONCE PER MONTH AND
TO THE COMMITTEE NO LESS FREQUENTLY THAN ONCE PER WEEK.
THE INVESTMENT ADVISER
SHALL PROVIDE SUCH OTHER REPORTS AS MAY BE REASONABLY REQUESTED FROM TIME TO
TIME BY THE COMMITTEE.
(B)
NO LESS FREQUENTLY THAN ONCE PER QUARTER AND AT SUCH
ADDITIONAL TIMES AS MAY BE REQUESTED BY THE COMMITTEE, MR. GRANGE JOHNSON WILL
REPORT TO THE COMMITTEE ON THE PERFORMANCE OF THE ACCOUNT AND THE PERCENTAGE OF
THE COMPANY'S TOTAL ASSETS (EXCLUDING GOVERNMENT SECURITIES AND CASH ITEMS) THAT
ARE COMPRISED OF INVESTMENT SECURITIES (AS SUCH TERM IS DEFINED IN THE
INVESTMENT COMPANY ACT).
(C)
THE INVESTMENT ADVISER SHALL IMMEDIATELY NOTIFY THE COMMITTEE
UPON THE OCCURRENCE OF ANY OF THE FOLLOWING: (I) THE ACCOUNT NAV DECREASES