AND NMFM MUST PROCURE THAT THE RELEVANT CUSTODIAN HOLDS
SUFFICIENT ASSETS OF THE RELEVANT PORTFOLIO TO SATISFY THAT LIABILITY;
(C)
MAY INSTRUCT THE RELEVANT CUSTODIAN TO DEDUCT FROM A PORTFOLIO THE FEES, CHARGES
AND EXPENSES DUE TO THE DATE ON WHICH THE TRANSFER OF THE RELEVANT PORTFOLIO IS
EFFECTED IF, AFTER GIVING 10 BUSINESS DAYS' NOTICE TO NMFM OF ITS INTENTION TO
SO DIRECT THE RELEVANT CUSTODIAN, NMFM HAS NOT OBJECTED, AND ALL CHARGES AND
EXPENSES INCURRED IN THE ACTIONS ENVISAGED BY THIS CLAUSE;
(D)
MUST DELIVER TO NMFM (OR AS NMFM REASONABLY DIRECTS) ALL RECORDS AND OTHER
DOCUMENTS WHICH MAY REASONABLY BE REQUIRED BY NMFM IN RESPECT OF EACH PORTFOLIO;
AND
(E)
MAY DEAL WITH EACH PORTFOLIO IN ACCORDANCE WITH INSTRUCTIONS FROM A NEW MANAGER
APPOINTED BY NMFM.
NMFM MUST TAKE ALL NECESSARY STEPS TO FACILITATE THE TRANSFER OF THE PORTFOLIOS
FROM THE MANAGER
9.6
REPORT
The Manager must, within the
period specified in paragraph 4 of Schedule 1, provide NMFM with a report which
is complete and accurate in all material respects on the Portfolios and all
investment transactions conducted since the last reports.
10.
WARRANTIES AND ACKNOWLEDGMENT FROM
NMFM AND THE MANAGER
10.1
WARRANTIES OF NMFM
NMFM warrants and represents to the Manager that during the term of this
Agreement:
13
(A)
NMFM IS THE INVESTMENT MANAGER OF EACH PORTFOLIO AND IT HAS THE POWER TO ENTER
INTO AND PERFORM THIS AGREEMENT, SUBJECT ONLY TO THOSE EXPRESS LIMITATIONS THAT
HAVE BEEN ADVISED TO THE MANAGER IN WRITING;
(B)
THERE ARE NO OTHER INVESTMENT MANAGERS OF EACH PORTFOLIO;
(C)
NMFM WILL ADVISE IN WRITING OF ANY CHANGE OF THE STATUS FOR TAXATION PURPOSES OF
A PORTFOLIO;
(D)
ANY CUSTODIAN APPOINTED WILL NOT ENGAGE IN SECURITIES LENDING IN RELATION TO ANY
INVESTMENTS IN A PORTFOLIO UNLESS WRITTEN NOTICE IS GIVEN BY NMFM TO THE MANAGER
AND NMFM WILL ENSURE THAT THE PORTFOLIO IS ABLE TO BE TRADED BY ALLIANCE CAPITAL
AND THAT ANY SECURITIES LENDING DOES NOT INTERFERE WITH ALLIANCE CAPITAL'S
ABILITY TO INVEST AND MANAGE THE PORTFOLIO UNDER THIS AGREEMENT.;
(E)
NMFM, FOR THE PURPOSES OF INVESTMENT IN SECURITIES, CONTROLS AN AMOUNT OF NOT
LESS THAN $10,000,000 BEING AN AMOUNT THAT INCLUDES ANY AMOUNT HELD:
(I)
BY AN ASSOCIATE OF NMFM, OR
(II)
UNDER A TRUST THAT NMFM MANAGES; AND
(F)
NMFM IS NOT A RETAIL INVESTOR FOR THE PURPOSES OF REGULATION 7.3.02B OF THE
CORPORATIONS LAW.
10.2
ACKNOWLEDGMENT
NMFM acknowledges that neither
the Manager nor any other member of the ACM Group guarantees the repayment of
capital or the performance of a Portfolio or makes any representation concerning
any of these matters.
10.3
WARRANTIES OF THE MANAGER
The Manager warrants and represents to NMFM:
(A)
THAT IT HAS AND WILL AT ALL TIMES DURING THE TERM OF THIS AGREEMENT HAVE THE
SKILL, FACILITIES, CAPACITY AND STAFF NECESSARY TO PERFORM THE DUTIES AND
OBLIGATIONS UNDER THIS AGREEMENT;
(B)
THAT IT WILL ENSURE THAT SUFFICIENT COMPETENT INVESTMENT MANAGEMENT STAFF
EXPERIENCED IN INVESTMENT MANAGEMENT WILL HAVE CHARGE AT ALL