PROVIDE REASONABLE ASSISTANCE TO, THE COMPANY'S AUDITORS IN
CONNECTION WITH THE PREPARATION OF THE COMPANY'S ANNUAL AUDITED FINANCIAL
STATEMENTS AND ANY INTERIM FINANCIAL STATEMENTS RELATING TO THE COMPANY AS MAY
BE PREPARED AT THE DIRECTION OF THE COMPANY AND/OR ITS DESIGNEES.
5
(C)
UPON NOTICE FROM THE COMPANY, THE INVESTMENT ADVISER SHALL
LIQUIDATE THE POSITIONS IN THE ACCOUNT (I) IN ORDER TO SATISFY THE COMPANY'S
CASH WITHDRAWAL REQUESTS, (II) IN CONNECTION WITH THE WINDING-DOWN OF THE
ACCOUNT AND/OR (III) WHERE EXCEPTIONAL CIRCUMSTANCES EXIST WITH RESPECT TO THE
FINANCIAL, REGULATORY OR BUSINESS CONCERNS OF THE COMPANY, ITS INVESTORS AND/OR
ANY OF THEIR RESPECTIVE AFFILIATES, INCLUDING, WITHOUT LIMITATION, AS MAY BE
DEEMED BY THE COMMITTEE, IN ITS SOLE DISCRETION, NECESSARY TO PREVENT THE
COMPANY FROM BECOMING SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT").
9.
ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE
INVESTMENT ADVISER.
THE INVESTMENT ADVISER ACKNOWLEDGES, REPRESENTS, AND
WARRANTS THAT:
(A)
THE INVESTMENT ADVISER HAS ALL GOVERNMENTAL, REGULATORY,
SELF-REGULATORY, AND EXCHANGE LICENSES, REGISTRATIONS, MEMBERSHIPS, AND
APPROVALS REQUIRED TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING
WITHOUT LIMITATION, REGISTRATION AS AN INVESTMENT ADVISER WITH FEDERAL AND/OR
STATE SECURITIES COMMISSIONS IF REQUIRED BY LAW OR REGULATION, AND IT WILL
MAINTAIN ANY REQUIRED LICENSES, REGISTRATIONS, APPROVALS, AND MEMBERSHIPS DURING
THE TERM OF THIS AGREEMENT.
(B)
THIS AGREEMENT HAS BEEN DULY AUTHORIZED AND EXECUTED BY THE
INVESTMENT ADVISER AND CONSTITUTES A VALID AND LEGALLY BINDING AGREEMENT
ENFORCEABLE AGAINST THE INVESTMENT ADVISER 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.
(C)
THE INVESTMENT ADVISER REPRESENTS THAT THE EXECUTION OF THIS
AGREEMENT BY IT DOES NOT VIOLATE ANY AGREEMENT OR LAW APPLICABLE TO THE
INVESTMENT ADVISER.
ANY INDIVIDUALS WHOSE SIGNATURES ARE AFFIXED TO THIS
AGREEMENT AND/OR ANY EXHIBIT HERETO ON BEHALF OF THE INVESTMENT ADVISER HAVE
FULL AUTHORITY AND POWER TO EXECUTE THIS AGREEMENT ON BEHALF OF THE INVESTMENT
ADVISER.
ANY SUCH INDIVIDUALS AND/OR INVESTMENT ADVISER SHALL PROMPTLY NOTIFY
THE COMPANY IN WRITING OF ANY EVENT THAT COULD REASONABLY BE ANTICIPATED TO
AFFECT EACH SUCH INDIVIDUAL'S AUTHORITY UNDER THIS AGREEMENT.
(D)
THE INVESTMENT ADVISER (A) IS REGISTERED AS AN INVESTMENT
ADVISER UNDER THE INVESTMENT ADVISERS ACT OF 1940, AS AMENDED, (THE "ADVISERS
ACT") OR (B) IF NOT REGISTERED, IS NOT REQUIRED TO REGISTER AS AN INVESTMENT
ADVISER UNDER THE ADVISERS ACT.
(E)
IF REGISTERED UNDER THE ADVISERS ACT, THE INVESTMENT ADVISER
HAS SUPPLIED TO OR MADE AVAILABLE FOR REVIEW BY THE COMPANY ALL DOCUMENTS,
STATEMENTS, AGREEMENTS, AND WORK PAPERS REQUESTED BY THE COMPANY, AND SUCH
INFORMATION IS COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS.
IF APPLICABLE, A
COPY OF THE INVESTMENT ADVISER'S MOST RECENT FORM ADV HAS/WILL BE PROVIDED TO
THE COMPANY AND ALL INFORMATION IN SUCH DOCUMENTS IS COMPLETE AND ACCURATE IN
ALL MATERIAL RESPECTS AS OF THE DATE HEREOF AND IS IN CONFORMITY IN ALL MATERIAL
RESPECTS WITH