BY
MORE THAN 20% IN ANY ONE MONTH PERIOD OR (II) THE INVESTMENT ADVISER MODIFIES OR
REVISES ANY PERFORMANCE REPORT AND/OR MODIFIES OR REVISES ITS PERFORMANCE
NUMBERS WITH RESPECT TO THE ACCOUNT SO THAT THERE IS A MATERIAL DIFFERENCE
BETWEEN THE PREVIOUS NUMBER AND THE REVISED NUMBER.
WITHOUT LIMITING THE
FOREGOING, ANY MONTHLY OR OTHER PERIODIC REPORT DELIVERED TO THE COMMITTEE BY
THE INVESTMENT ADVISER THAT INCLUDES ANY OF THE INFORMATION LISTED IN THE
PRECEDING SENTENCE SHALL CONSTITUTE NOTICE OF SUCH INFORMATION TO THE COMMITTEE
AS REQUIRED UNDER THE PRECEDING SENTENCE, AND THE INVESTMENT ADVISER ACCORDINGLY
SHALL NOT BE REQUIRED TO DELIVER A SEPARATE NOTICE OF SUCH INFORMATION.
7
(D)
THE INVESTMENT ADVISER SHALL, IF REQUESTED BY THE COMMITTEE,
DELIVER TO THE COMMITTEE AND/OR ITS DESIGNEES COPIES OF SECURITIES POSITIONS AND
ALL TRADES MADE BY THE INVESTMENT ADVISER ON BEHALF OF THE COMPANY, BY
ELECTRONIC TRANSMISSION OR OTHER MEANS, IMMEDIATELY FOLLOWING THE END OF THE DAY
ON WHICH THE TRADE TRANSACTIONS REFLECTED IN SUCH REPORTS ARE SETTLED.
SUCH
INFORMATION SHALL BE PROVIDED IN A FORMAT THAT IS REASONABLY ACCEPTABLE TO THE
INVESTMENT ADVISER AND THE COMMITTEE.
IN CONNECTION THEREWITH, THE INVESTMENT
ADVISER SHALL AID THE COMMITTEE AND THE CUSTODIAN(S), AS THE CASE MAY BE, IN
RECONCILING DISCREPANCIES, IF ANY, BETWEEN THE REPORTS PROVIDED TO THE COMMITTEE
AND THE REPORTS OF SUCH TRANSACTIONS FURNISHED BY THE CUSTODIAN(S).
ADDITIONALLY, THE INVESTMENT ADVISER SHALL PROMPTLY GIVE TO THE COMMITTEE ALL
SUCH INFORMATION AND EXPLANATIONS AS THE COMMITTEE MAY FROM TIME TO TIME REQUIRE
WITH RESPECT TO THE ACCOUNT, INCLUDING DETAILED CALCULATIONS AND DOCUMENTATION
IN SUPPORT OF ANY COMMISSIONS AND EXPENSES BILLED TO THE COMPANY BY THE
INVESTMENT ADVISER.
(E)
THE INVESTMENT ADVISER SHALL PERMIT AN INDEPENDENT
ACCOUNTANT, ATTORNEY OR OTHER PROFESSIONAL REPRESENTATIVE OF THE COMPANY TO
REVIEW DURING NORMAL BUSINESS HOURS AT THE INVESTMENT ADVISER'S OFFICE SUCH
RECORDS PERTAINING TO THE ACCOUNT AS THE COMPANY MAY REASONABLY REQUEST.
12.
CONFIDENTIALITY OF ACCOUNT INVESTMENTS/OPERATIONS.
ALL INFORMATION
REGARDING THE COMPANY'S IDENTITY AND AFFAIRS SHALL BE REGARDED AS CONFIDENTIAL,
AND ALL INFORMATION REGARDING INVESTMENTS OF, AND INVESTMENT ADVICE GIVEN BY THE
INVESTMENT ADVISER WITH RESPECT TO, THE ACCOUNT SHALL BE REGARDED AS
CONFIDENTIAL BY BOTH THE INVESTMENT ADVISER AND THE COMPANY EXCEPT: (I) AS AMONG
THE PARTIES AND THEIR AFFILIATES OR SERVICE PROVIDERS IN THEIR ORDINARY COURSE
OF BUSINESS; (II) AS PART OF THE PARTIES' CUSTOMARY INVESTOR RELATION SERVICES
AND WITH RESPECT TO SELECTED INFORMATION OF INTEREST TO THE PARTIES' CLIENTS OR
PROSPECTIVE CLIENTS; (III) AS REQUIRED BY LAW, REGULATION OR COURT ORDER; OR
(IV) TO THE EXTENT THAT SUCH INFORMATION HAS BEEN PUBLICLY DISCLOSED OTHER THAN
IN VIOLATION OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY
DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX
TREATMENT AND TAX STRUCTURE OF (I) THE COMPANY AND (II) ANY OF ITS TRANSACTIONS,
INCLUDING BUT NOT LIMITED TO OPINIONS OR OTHER TAX ANALYSES RELATING TO SUCH TAX
TREATMENT AND TAX STRUCTURE.
ALL INFORMATION REGARDING THE TERMS OF THIS
AGREEMENT SHALL BE REGARDED AS