Common use of Agreement to Act as Dealer Manager Clause in Contracts

Agreement to Act as Dealer Manager. (a) On the basis of the representations and warranties contained herein, and subject to the terms and conditions of the Offer: (i) The Company hereby appoints the Dealer Manager and other soliciting dealers entering into a Soliciting Dealer Agreement, in the form attached hereto as Exhibit A, with the Dealer Manager (the "Soliciting Dealers"), to solicit, in accordance with the Securities Act, the Investment Company Act and the Exchange Act, and their customary practice, the exercise of the Rights, subject to the terms and conditions of this Agreement, the procedures described in the Registration Statement and, where applicable, the terms and conditions of such Soliciting Dealer Agreement; and (ii) The Company agrees to furnish, or cause to be furnished, to the Dealer Manager lists, or copies of those lists, showing the names and addresses of, and number of shares of Common Stock held by, Holders as of the Record Date, and the Dealer Manager agrees to use such information only in connection with the Offer, and not to furnish the information to any other person except for securities brokers and dealers that have been requested by the Dealer Manager to solicit exercises of Rights. (b) The Dealer Manager agrees to provide to the Company, in addition to the services described in paragraph (a) of this Section 2, financial advisory and marketing services in connection with the Offer. No advisory fee, other than the fees provided for in Section 3 of this Agreement and the reimbursement of the Dealer Manager's out-of-pocket expenses as described in Section 5 of this Agreement, will be payable by the Company to the Dealer Manager in connection with the financial advisory and marketing services provided by the Dealer Manager pursuant to this Section 2(b). (c) The Company and the Dealer Manager agree that the Dealer Manager is an independent contractor with respect to the solicitation of the exercise of Rights and the performance of financial advisory and marketing services to the Company contemplated by this Agreement. (d) The Dealer Manager agrees to perform those services with respect to the Offer as are customarily performed by the Dealer Manager in connection with offers of a like nature, including (but not limited to) using its reasonable best efforts to solicit the exercise of Rights pursuant to the Offer and in communicating with the Soliciting Dealers. In soliciting the exercise of Rights, (i) the Dealer Manager shall not be deemed to be acting as the agent of the Company other than pursuant to this Agreement or as the agent of any Soliciting Dealer and (ii) no Soliciting Dealer shall be deemed to be acting as the agent of the Dealer Manager. It is understood that the Dealer Manager is being engaged hereunder solely to provide the services described above on behalf of the Company and that the Dealer Manager is not acting as an agent or fiduciary of, and shall have no duties or liability to, the equity holders of the Company or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived. (e) In rendering the services contemplated by this Agreement, neither the Dealer Manager nor any affiliate thereof will be subject to any liability to the Company or Alliance or any of their affiliates, for any losses, claims, damages, liabilities or expenses arising from any act or omission on the part of any securities broker or dealer (except with respect to the Dealer Manager acting in such capacity) or any other person and the Dealer Manager will not be liable for acts or omissions in performing its obligations under this Agreement or otherwise in connection with the Offer, except for any losses, claims, damages, liabilities and expenses that are finally judicially determined to have resulted primarily from the willful misfeasance, bad faith or gross negligence of the Dealer Manager or by reason of the reckless disregard of the obligations and duties of the Dealer Manager under this Agreement.

Agreement to Act as Dealer Manager. (a) On the basis of the representations and warranties contained herein, and subject to the terms and conditions of the Offerthis Agreement: (i) The Company hereby appoints the Dealer Manager and other soliciting dealers entering into a Soliciting Dealer Agreement, in the form attached hereto as Exhibit A, with the Dealer Manager (the "“ Soliciting Dealers"Dealers ”), to solicit, in accordance with the Securities Act, the Investment Company Act and Act, the Exchange Act, Act and their customary practice, the exercise of the Rights, subject to the terms and conditions of this Agreement, the procedures described in the Registration Statement and, where applicable, the terms and conditions of such Soliciting Dealer Agreement; and (ii) The Company agrees to furnish, furnish or cause to be furnished, furnished to the Dealer Manager lists, or copies of those lists, showing the names and addresses of, and number of shares of Common Stock held by, Holders as of the Record Date, and the Dealer Manager agrees to use such information only in connection with the Offer, and not to furnish the information to any other person except for securities brokers and dealers that have been requested by the Dealer Manager to solicit exercises of RightsHolders. (b) The Dealer Manager agrees to provide to the Company, in addition to the services described in paragraph (a) of this Section 2, financial advisory and marketing services in connection with the Offer. Rights Offering. (c) No advisory feefee or reimbursement, other than the fees provided for in Section 3 of this Agreement and the reimbursement of the Dealer Manager's ’s out-of-pocket expenses as described in Section 5 of this Agreement, will be payable by the Company to the Dealer Manager in connection with the financial advisory and marketing any services provided or costs and expenses incurred by the Dealer Manager pursuant to this Section 2(b)Agreement. (cd) The Each of the Company and the Dealer Manager agree agrees that the Dealer Manager is an independent contractor with respect to the solicitation of the exercise of Rights and the performance of financial advisory and marketing services to the Company contemplated by this Agreement. (d) The Dealer Manager agrees to perform those services with respect to the Offer as are customarily performed by the Dealer Manager in connection with offers of a like nature, including (but not limited to) using its reasonable best efforts to solicit the exercise of Rights pursuant to the Offer and in communicating with the Soliciting Dealers. In soliciting the exercise of Rights, (i) the Dealer Manager shall not be deemed to be acting as the an agent or fiduciary of the Company other than or any of its affiliates, equity holders or creditors, or of any person, including Soliciting Dealers, arising out of its engagement pursuant to this Agreement or as Agreement. In soliciting the agent exercise of any Soliciting Dealer and (ii) Rights, no Soliciting Dealer shall be deemed to be acting as the agent or fiduciary of the Dealer ManagerManager or of the Company or any of their respective affiliates, equity holders or creditors, or of any other person. It is understood that the Dealer Manager is being engaged hereunder solely to provide the services described above on behalf of the Company and that the Dealer Manager is not acting as an agent or fiduciary of, and shall have no duties or liability to, the equity holders of the Company or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived. (e) The Dealer Manager agrees to perform the services set forth above with respect to the Rights Offering in accordance with its customary practices in connection with similar transactions, including (but not limited to) using its reasonable best efforts to solicit the exercise of Rights pursuant to the Rights Offering and in communicating with the Soliciting Dealers. (f) In rendering the services contemplated by this Agreement, neither the Dealer Manager nor any affiliate thereof will be subject to any liability to the Company or Alliance the Adviser or any of their respective affiliates, for any losses, claims, damages, liabilities or expenses arising from any act or omission on the part of any securities broker or dealer (except with respect to the Dealer Manager acting in such capacity) or any other person person, and the Dealer Manager will not be liable for acts or omissions in performing its obligations under this Agreement or otherwise in connection with the OfferRights Offering, except for to the extent that any losses, claims, damages, liabilities and expenses that are finally judicially determined to have resulted primarily from the willful misfeasance, bad faith misfeasance or gross negligence of the Dealer Manager or by reason of the reckless disregard of the obligations and duties of the Dealer Manager under this Agreement.

Agreement to Act as Dealer Manager. (a) On the basis of the representations and warranties contained herein, and subject to the terms and conditions of the Offer: (i) The Company hereby appoints the Dealer Manager and other soliciting dealers entering into a Soliciting Dealer Agreement, in the form attached hereto as Exhibit A, with the Dealer Manager (the "Soliciting Dealers"), to solicit, in accordance with the Securities Act, the Investment Company Act and the Exchange Act, and their customary practice, the exercise of the Rights, subject to the terms and conditions of this Agreement, the procedures described in the Registration Statement and, where applicable, the terms and conditions of such Soliciting Dealer Agreement; and (ii) The Company agrees to furnish, or cause to be furnished, to the Dealer Manager lists, or copies of those lists, showing the names and addresses of, and number of shares of Common Stock held by, Holders as of the Record Date, and the Dealer Manager agrees to use such information only in connection with the Offer, and not to furnish the information to any other person except for securities brokers and dealers that have been requested by the Dealer Manager to solicit exercises of Rights. (b) The Dealer Manager agrees to provide to the Company, in addition to the services described in paragraph (a) of this Section 2, financial advisory and marketing services in connection with the Offer. No advisory fee, other than the fees provided for in Section 3 of this Agreement and the reimbursement of the Dealer Manager's out-of-pocket expenses as described in Section 5 of this Agreement, will be payable by the Company to the Dealer Manager in connection with the financial advisory and marketing services provided by the Dealer Manager pursuant to this Section 2(b). (c) The Company and the Dealer Manager agree that the Dealer Manager is an independent contractor with respect to the solicitation of the exercise of Rights and the performance of financial advisory and marketing services to the Company contemplated by this Agreement. (d) The Dealer Manager agrees to perform those services with respect to the Offer as are customarily performed by the Dealer Manager in connection with offers of a like nature, including (but not limited to) using its reasonable best efforts to solicit the exercise of Rights pursuant to the Offer and in communicating with the Soliciting Dealers. In soliciting the exercise of Rights, (i) the Dealer Manager shall not be deemed to be acting as the agent of the Company other than pursuant to this Agreement or as the agent of any Soliciting Dealer and (ii) no Soliciting Dealer shall be deemed to be acting as the agent of the Dealer Manager. It is understood that the Dealer Manager is being engaged hereunder solely to provide the services described above on behalf of the Company and that the Dealer Manager is not acting as an agent or fiduciary of, and shall have no duties or liability to, the equity holders of the Company or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived. (e) In rendering the services contemplated by this Agreement, neither the Dealer Manager nor any affiliate thereof will not be subject to any liability to the Company Company, Alliance or Alliance Orion or any of their affiliates, for any losses, claims, damages, liabilities or expenses arising from any act or omission on the part of any securities broker or dealer (except with respect to the Dealer Manager acting in such capacity) or any other person and the Dealer Manager will not be liable for acts or omissions in performing its obligations under this Agreement or otherwise in connection with the OfferAgreement, except for any losses, claims, damages, liabilities and expenses that are finally judicially determined to have resulted primarily from the bad faith, willful misfeasance, bad faith misconduct or gross negligence of the Dealer Manager or by reason of the reckless disregard of the obligations and duties of the Dealer Manager under this Agreement.

Agreement to Act as Dealer Manager. (a) On the basis of the representations and warranties contained herein, and subject to the terms and conditions of the Offer: (i) The Company hereby appoints the Dealer Manager and other soliciting dealers entering into a Soliciting Dealer Agreement, in the form attached hereto as Exhibit A, with the Dealer Manager (the "Soliciting Dealers"), and the Dealer Manager hereby agrees to solicit, in accordance with the Securities Act, the Investment Company Act and the Exchange Act, and their its customary practice, the exercise of the Rights, subject to the terms and conditions of this Agreement, the procedures described in the Registration Statement Statement, the Prospectus and, where applicable, the terms and conditions of such Soliciting Dealer Agreement; and (ii) The Company agrees to furnish, or cause to be furnished, to the Dealer Manager Manager, lists, or copies of those lists, showing the names and addresses of, and number of shares of Common Stock held by, Holders as of the Record Date, and the Dealer Manager agrees to use such information only in connection with the Offer, and not to furnish the information to any other person except for securities brokers and dealers that have been requested by the Dealer Manager to solicit exercises of Rights. (b) The Dealer Manager agrees to provide to the Company, in addition to the services described in paragraph (a) of this Section 2, financial advisory and marketing services in connection with the Offer. No advisory fee, other than the fees provided for in Section 3 of this Agreement and the reimbursement of the Dealer Manager's out-of-pocket expenses as described in Section 5 of this Agreement, will be payable by the Company Company, or any other party hereto, to the Dealer Manager in connection with the financial advisory advisory, and marketing services provided by the Dealer Manager pursuant to this Section 2(b). (c) The Company and the Dealer Manager agree that the Dealer Manager is an independent contractor with respect to the solicitation of the exercise of Rights and the performance of financial advisory and marketing services to the Company contemplated by this Agreement. (d) The Dealer Manager agrees to perform those services with respect to the Offer as are customarily performed by the Dealer Manager in connection with offers of a like nature, including (but not limited to) using its reasonable best efforts to solicit the exercise of Rights pursuant to the Offer and in communicating with the Soliciting Dealers. In soliciting the exercise of Rights, (i) the Dealer Manager shall not be deemed to be acting as the agent of the Company other than pursuant to this Agreement or as the agent of any Soliciting Dealer and (ii) no Soliciting Dealer shall be deemed to be acting as the agent of the Dealer Manager. It is understood that the Dealer Manager is being engaged hereunder solely to provide the services described above on behalf of the Company and that the Dealer Manager is not acting as an agent or fiduciary of, and shall have no duties or liability to, the equity holders of the Company or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived. (e) In rendering the services contemplated by this Agreement, neither the Dealer Manager nor any affiliate thereof will be subject to any liability to the Company or Alliance or any of their affiliates, for any losses, claims, damages, liabilities or expenses arising from any act or omission on the part of any securities broker or dealer (except with respect to the Dealer Manager acting in such capacity) or any other person and the Dealer Manager will not be liable for acts or omissions in performing its obligations under this Agreement or otherwise in connection with the Offer, except for any losses, claims, damages, liabilities and expenses that are finally judicially determined to have resulted primarily from the willful misfeasance, bad faith or gross negligence of the Dealer Manager or by reason of the reckless disregard of the obligations and duties of the Dealer Manager under this Agreement.

Agreement to Act as Dealer Manager. (a) On the basis of the representations and warranties contained hereinherein contained, and subject to the terms and conditions of the Offerherein set forth: (i1) The Company hereby appoints authorizes the Dealer Manager Managers and other soliciting dealers entering into a Soliciting Dealer Agreementdealers, in the form attached hereto as Exhibit A, with the Dealer Manager (the "Soliciting Dealers")if any, to solicit, in accordance with the Securities 1933 Act and the 1934 Act, the Investment Company Act rules and regulations under those Acts, any applicable securities laws of any state or jurisdiction, the applicable rules and regulation of any self-regulatory organization or registered national securities exchange and the Exchange Act, and their customary practicepractice of investment banking firms engaged in connection with similar transactions, the exercise of the Rights, subject and the Dealer Managers agree to the terms and conditions of this Agreement, the procedures described act in the Registration Statement and, where applicable, the terms and conditions of such Soliciting Dealer Agreementcapacity; and (ii2) The To the extent available, the Company agrees to furnish, or cause to be furnished, to the Dealer Manager Managers lists, or copies of those lists, showing (to the knowledge of the Company) the names and addresses of, and number of shares of Common Stock held by, Holders as of the Record DateDate Holders, and the Dealer Manager agrees Managers agree to use such information only in connection with the OfferRights Offering, and not to furnish the information to any other person or entity, except for securities brokers and dealers that have been requested by the Dealer Manager Managers may furnish necessary and appropriate information to solicit exercises of Rightsany other soliciting dealers. (b) The Dealer Manager agrees Managers agree to provide to the Company, in addition to the services described in paragraph (a) of this Section 22(a), financial advisory and certain marketing services in connection with the Offer. Rights Offering. (c) No advisory feefee or reimbursement, other than the fees provided for in Section 3 of this Agreement and the reimbursement of the Dealer Manager's ’s out-of-pocket expenses as described in Section 5 of this Agreement, will be payable by the Company to the Dealer Manager Managers in connection with the financial advisory and marketing any services provided or costs or expenses incurred by the Dealer Manager Managers pursuant to this Section 2(b)Agreement. (cd) The Each of the Company and the Dealer Manager Managers agree that the Dealer Manager is an Managers are independent contractor contractors with respect to the solicitation of the exercise of the Rights and the performance of financial advisory and marketing services to the Company contemplated by this Agreement. (d) The Dealer Manager agrees to perform those services with respect to the Offer as are customarily performed by the Dealer Manager in connection with offers of a like nature, including (but not limited to) using its reasonable best efforts to solicit the exercise of Rights pursuant to the Offer and in communicating with the Soliciting Dealers. In soliciting the exercise of Rights, (i) the Dealer Manager shall not be deemed to be acting as the agent of the Company other than pursuant to this Agreement or as the agent of any Soliciting Dealer and (ii) no Soliciting Dealer shall be deemed to be acting as the agent of the Dealer ManagerOver-Subscription Privilege. It is understood that the such Dealer Manager is Managers are being engaged hereunder solely to provide the services described above herein on behalf of the Company and that the Dealer Manager is not acting as an agent or fiduciary of, and Managers shall have no duties or liability to, the equity holders of the Company or any other third party in connection with its engagement hereunder. It is further understood that the Dealer Managers may independently offer for sale shares of Common Stock, all including Shares acquired through the purchase and exercise of which are hereby expressly waivedthe Rights, at prices it sets. The Dealer Managers may realize profits or losses from such sales independent of the fees set forth in Section 3 hereof. (e) The Dealer Managers agree to perform those services with respect to the Rights Offering in accordance with customary practice of investment banking firms engaged in connection with similar transactions, including (but not limited to) using its reasonable efforts to solicit the exercise of Rights pursuant to the Rights Offering and in communicating with the soliciting dealers, if any. (f) In rendering the services contemplated by this Agreement, neither the Dealer Manager Managers nor any affiliate thereof of their affiliates will be subject to any liability to the Company or Alliance or any of their its affiliates, for any losses, claims, damages, liabilities or expenses arising from any act or omission on the part of any securities broker or dealer (except with respect to the Dealer Manager Managers acting in such capacity) or any other person person, and the Dealer Manager Managers will not be liable for acts or omissions in performing its their obligations under this Agreement or otherwise in connection with the OfferRights Offering, except for any losses, claims, damages, liabilities and expenses that are finally judicially determined to have resulted primarily from the bad faith, willful misfeasance, bad faith misfeasance or gross negligence of the such Dealer Manager Managers or by reason of the reckless disregard of the obligations and duties of such Dealer Managers under this Agreement; provided, however, that the foregoing shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Dealer Managers specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of the Dealer Managers consists of the Dealer Manager under this AgreementInformation.

Agreement to Act as Dealer Manager. (a) On the basis of the representations and warranties contained herein, and subject to the terms and conditions of the Offer: (i) The Company hereby appoints the Dealer Manager and other soliciting dealers entering into a Soliciting Dealer Agreement, in the form attached hereto as Exhibit A, with the Dealer Manager (the "Soliciting Dealers"), to solicit, in accordance with the Securities Act, the Investment Company Act and the Exchange Act, and their customary practice, the exercise of the Rights, subject to the terms and conditions of this Agreement, the procedures described in the Registration Statement and, where applicable, the terms and conditions of such Soliciting Dealer Agreement; and (ii) The Company agrees to furnish, or cause to be furnished, to the Dealer Manager lists, or copies of those lists, showing the names and addresses of, and number of shares of Common Stock held by, Holders as of the Record Date, and the Dealer Manager agrees to use such information only in connection with the Offer, and not to furnish the information to any other person except for securities brokers and dealers that have been requested by the Dealer Manager to solicit exercises of Rights. (b) The Dealer Manager agrees to provide to the Company, in addition to the services described in paragraph (a) of this Section 2, financial advisory and marketing services in connection with the Offer. No advisory fee, other than the fees provided for in Section 3 of this Agreement and the reimbursement of the Dealer Manager's out-of-pocket expenses as described in Section 5 of this Agreement, will be payable by the Company to the Dealer Manager in connection with the financial advisory and marketing services provided by the Dealer Manager pursuant to this Section 2(b). (c) The Company and the Dealer Manager agree that the Dealer Manager is an independent contractor with respect to the solicitation of the exercise of Rights and the performance of financial advisory and marketing services to the Company contemplated by this Agreement. (d) The Dealer Manager agrees to perform those services with respect to the Offer as are customarily performed by the Dealer Manager in connection with offers of a like nature, including (but not limited to) using its reasonable best efforts to solicit the exercise of Rights pursuant to the Offer and in communicating with the Soliciting Dealers. In soliciting the exercise of Rights, (i) the Dealer Manager shall not be deemed to be acting as the agent of the Company other than pursuant to this Agreement or as the agent of any Soliciting Dealer and (ii) no Soliciting Dealer shall be deemed to be acting as the agent of the Dealer Manager. It is understood that the Dealer Manager is being engaged hereunder solely to provide the services described above on behalf of the Company and that the Dealer Manager is not acting as an agent or fiduciary of, and shall have no duties or liability to, of the equity holders of the Company or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived. (e) In rendering the services contemplated by this Agreement, neither the Dealer Manager nor any affiliate thereof will be subject to any liability to the Company Company, the Manager or Alliance the Investment Adviser or any of their affiliates, for any losses, claims, damages, liabilities or expenses arising from any act or omission on the part of any securities broker or dealer (except with respect to the Dealer Manager acting in such capacity) or any other person and the Dealer Manager will not be liable for acts or omissions in performing its obligations under this Agreement or otherwise in connection with the Offer, except for any losses, claims, damages, liabilities and expenses that are finally judicially determined to have resulted primarily from the willful misfeasance, bad faith or gross negligence of the Dealer Manager or by reason of the reckless disregard of the obligations and duties of the Dealer Manager under this Agreement.

Agreement to Act as Dealer Manager. (a) On the basis of the representations and warranties contained herein, and subject to the terms and conditions of this Agreement and the Offer: (i) The Company Trust hereby appoints the Dealer Manager and other soliciting dealers entering into a Soliciting Dealer AgreementAgreement with the Dealer Manager (together, the "Soliciting Dealers") in the form attached hereto as Exhibit A, with the Dealer Manager A (the "Soliciting DealersDealer Agreement"), ) to solicit, in accordance with the Securities 1933 Act, the Investment Company 1940 Act, the Securities Exchange Act of 1934 (the "Exchange Act"), and the Exchange ActConduct Rules of the National Association of Securities Dealers, Inc. (the "NASD"), and their customary practice, the exercise of the Rights, subject sub- ject to the terms and conditions of this Agreement, Agreement and the procedures described in the Registration Statement and, where applicable, the terms and conditions of such Soliciting Dealer AgreementStatement; and (ii) The Company Trust agrees to furnish, or cause to be furnished, to the Dealer Manager Manager, lists, or copies of those lists, showing the names and addresses of, and number of shares of Common Stock Shares held by, Holders as of the Record Date, and the Dealer Manager agrees to use such information only in connection with the Offer, and not to furnish the information to any other person except for securities brokers and dealers that have been requested by the Dealer Manager has requested to solicit exercises of RightsRights and then subject to agreement to use such information in connection with the offer. (b) The Dealer Manager agrees to provide to the CompanyTrust, in addition to the services described in paragraph (a) of this Section 2, financial financial, advisory and marketing services in connection with the Offer. No advisory fee, other than the fees provided for in Section 3 of this Agreement and the reimbursement of the Dealer Manager's out-of-pocket expenses as described in Section 5 of this Agreement, will be payable by the Company to the Dealer Manager in connection with the financial advisory and marketing services provided by the Dealer Manager pursuant to this Section 2(b). (c) The Company Trust and the Dealer Manager agree that the Dealer Manager is an independent contractor with respect to the solicitation of the exercise of Rights and the performance of financial financial, advisory and marketing services to the Company Trust contemplated by this Agreement. (d) The Dealer Manager agrees to perform those services with respect to the Offer as are customarily performed by the Dealer Manager in connection with offers of a like nature, including (but not limited to) using its reasonable best efforts to solicit the exercise of Rights pursuant to the Offer and in communicating with the Soliciting Dealers. In soliciting the exercise of Rights, (i) the Dealer Manager shall not be deemed to be acting as the agent of the Company other than pursuant to this Agreement or as the agent of any Soliciting Dealer and (ii) no Soliciting Dealer shall be deemed to be acting as the agent of the Dealer Manager. It is understood that the Dealer Manager is being engaged hereunder solely to provide the services described above on behalf of the Company and that the Dealer Manager is not acting as an agent or fiduciary of, and shall have no duties or liability to, the equity holders of the Company or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived. (e) In rendering the services contemplated by this Agreement, neither the Dealer Manager nor any affiliate thereof will be subject to any liability to the Company Trust and the Investment Adviser, or Alliance or to any of their respective affiliates, for any losses, claims, damages, liabilities or expenses arising from any act or omission on the part of any securities broker or dealer (except with respect to the Dealer Manager acting in such capacity) or any other person person, and the Dealer Manager will not be liable for any of its respective acts or omissions in performing any of its respective obligations under this Agreement or otherwise in connection with the OfferAgreement, except for any losses, claims, damages, liabilities and expenses that are finally judicially determined in a final judgment by a court of competent jurisdiction to have resulted primarily from the willful misfeasance, bad faith or gross negligence of the Dealer Manager or by reason of the Manager's reckless disregard of the its obligations and duties of under this Agreement or the Dealer Manager under this AgreementManager's bad faith, gross negligence or willful misconduct in such acts or omissions.

Agreement to Act as Dealer Manager. (a) On the basis of the representations and warranties contained herein, and subject to the terms and conditions of the Offer: (i) The Company Fund hereby appoints the Dealer Manager and other soliciting dealers entering into a Soliciting Dealer Agreement, Agreement in the form attached hereto as Exhibit A, A with the Dealer Manager (the "Soliciting Dealers"), to solicit, in accordance with the Securities 1933 Act, the Investment Company 1940 Act and the Exchange 1934 Act, and their customary practice, the exercise of the Rights, subject to the terms and conditions of this Agreement, Agreement and the procedures described in the Registration Statement and the Prospectus and, where applicable, the terms and conditions of such Soliciting Dealer Agreement; and. (ii) The Company Fund agrees to furnish, or cause to be furnished, to the Dealer Manager lists, or copies of those lists, showing the names and addresses of, and number of shares of Common Stock Shares held by, Holders Record Date Shareholders as of the Record Date, and to use its best efforts to advise the Dealer Manager, or cause it to be advised, on each day on which the American Stock Exchange is open for trading during the Subscription Period, as to any transfer of Shares, and the Dealer Manager agrees to use such information only in connection with the Offer, and not to furnish the information to any other person except for securities brokers and dealers that have been requested by the Dealer Manager has requested to solicit exercises of Rights. (b) The Dealer Manager agrees to provide to the CompanyFund, in addition to the services described in paragraph (a) of this Section 2, financial advisory and marketing services in connection with the Offer. No advisory fee, fee other than the fees provided for in Section 3 of this Agreement and the reimbursement of the Dealer Manager's out-of-pocket expenses as described in Section 5 of this Agreement, Agreement will be payable by the Company Fund to the Dealer Manager in connection with the financial advisory and marketing services provided by the Dealer Manager pursuant to this Section 2(b). (c) The Company Fund and the Dealer Manager agree that the Dealer Manager is an independent contractor with respect to the solicitation of the exercise of Rights and the performance of financial advisory and marketing services to the Company Fund contemplated by this Agreement. (d) The Dealer Manager agrees to perform those services with respect to the Offer as are customarily performed by the Dealer Manager in connection with offers of a like nature, including (but not limited to) using its reasonable best efforts to solicit the exercise of Rights pursuant to the Offer and in communicating with the Soliciting Dealers. In soliciting the exercise of Rights, (i) the Dealer Manager shall not be deemed to be acting as the agent of the Company other than pursuant to this Agreement or as the agent of any Soliciting Dealer and (ii) no Soliciting Dealer shall be deemed to be acting as the agent of the Dealer Manager. It is understood that the Dealer Manager is being engaged hereunder solely to provide the services described above on behalf of the Company and that the Dealer Manager is not acting as an agent or fiduciary of, and shall have no duties or liability to, the equity holders of the Company or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived. (e) In rendering the services contemplated by this Agreement, neither the Dealer Manager nor any affiliate thereof will not be subject to any liability to the Company Fund or Alliance the Adviser, or any of their affiliates, for any losses, claims, damages, liabilities or expenses arising from any act or omission on the part of any securities broker or dealer (except with respect to the Dealer Manager Manager's acting in such capacity) ), or any other person person, and the Dealer Manager will not be liable for acts or omissions in performing its obligations under this Agreement or otherwise in connection with the OfferAgreement, except for any losses, claims, damages, liabilities and expenses that are finally judicially determined in a final judgment by a court of competent jurisdiction to have resulted primarily directly from the willful misfeasance, bad faith or Dealer Manager's gross negligence of the Dealer Manager or by reason of the reckless disregard of the obligations and duties of the Dealer Manager under this Agreementwillful misconduct in such acts or omissions.

Agreement to Act as Dealer Manager. (a) a. On the basis of the representations and warranties contained herein, and subject to the terms and conditions of the Offer: (i) i. The Company Fund hereby appoints the Dealer Manager to solicit the exercise of Rights and other soliciting dealers entering into a Soliciting Dealer Agreement, in the form attached hereto as Exhibit A, with authorizes the Dealer Manager (to sell Shares purchased by the "Soliciting Dealers"), Dealer Manager from the Fund through the exercise of Rights as described herein. The Dealer Manager hereby agrees to solicit, solicit the exercise of Rights in accordance with the Securities Act, the Investment Company Act and the Exchange Act, and their its customary practice, the exercise of the Rights, practice subject to the terms and conditions of this Dealer Manager Agreement, the procedures described in the Registration Statement andand the Prospectus. ii. The Fund hereby authorizes the Dealer Manager to buy and exercise Rights, where applicableincluding unexercised Rights delivered to the Rights Agent for resale and Rights of Record Date Shareholders as of the Record Date whose record addresses are outside the United States held by the Rights Agent for which no instructions are received, on the terms and conditions set forth in such Prospectus, and to sell Shares to the public at the offering price set by the Dealer Manager from time to time. Sales of such Soliciting Shares by the Dealer Agreement; andManager shall not be at a price higher than the offering price set by the Dealer Manager from time to time. (ii) The Company b. To the extent permitted by applicable law, the Fund agrees to furnish, or cause to be furnished, to the Dealer Manager Manager, lists, or copies of those lists, showing the names and addresses of, and number of shares of Common Stock Shares held by, Holders Record Date Shareholders as of the Record Date, and the Dealer Manager agrees to use such information only in connection with the Offer, and not to furnish the information to any other person except for securities brokers and dealers that have been requested by the Dealer Manager to solicit exercises of Rights. (b) c. The Dealer Manager agrees to provide to the CompanyFund, in addition to the services described in paragraph (a) of this Section 22(a), financial advisory structuring and marketing services in connection with the Offer. Each of the Fund and the Investment Advisor and the Dealer Manager agree that they are each responsible for making their own independent judgments with respect to the Offer and that any opinions or views expressed by the Dealer Manager to the Fund or the Investment Advisor regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Fund’s securities, do not constitute advice or recommendations to the Fund or the Investment Advisor. No advisory fee, other than the fees provided for in Section 3 of this Agreement and the reimbursement of the Dealer Manager's ’s out-of-pocket expenses as described in Section 5 4 of this Dealer Manager Agreement, will be payable by the Company Fund, or any other party hereto, to the Dealer Manager in connection with the financial advisory structuring and marketing services provided by the Dealer Manager pursuant to this Section 2(b2(c). (c) d. The Company Fund and the Dealer Manager agree that the Dealer Manager is an independent contractor with respect to the solicitation of the exercise of Rights and the performance of financial advisory structuring and marketing services to for the Company Fund contemplated by this Agreement. (d) The Dealer Manager agrees to perform those services with respect to Agreement. The Fund and the Offer as are customarily performed by the Dealer Manager in connection with offers of a like nature, including (but not limited to) using its reasonable best efforts to solicit the exercise of Rights pursuant to the Offer and in communicating with the Soliciting Dealers. In soliciting the exercise of Rights, (i) the Dealer Manager shall not be deemed to be acting as the agent of the Company other than pursuant to this Agreement or as the agent of any Soliciting Dealer and (ii) no Soliciting Dealer shall be deemed to be acting as the agent of the Dealer Manager. It is understood Investment Advisor further acknowledge that the Dealer Manager is being engaged hereunder acting pursuant to a contractual relationship created solely by this Dealer Manager Agreement, entered into on an arm’s length basis, and in no event do the parties intend that the Dealer Manger act or be responsible as a fiduciary to provide the services described above on behalf of Fund or the Company and Investment Advisor or their respective managements, stockholders or creditors or any other person in connection with any activity that the Dealer Manager is not acting as an agent may undertake or fiduciary of, and shall have no duties or liability to, the equity holders undertaken in furtherance of the Company Offer, including any purchase and sale of the Shares, either before or after the date hereof. The Dealer Manager hereby expressly disclaims any other third party fiduciary or similar obligations to the Fund or the Investment Advisor, either in connection with the transactions contemplated by this Dealer Manager Agreement or any matters leading up to such transactions, and the Fund and the Investment Advisor each hereby confirms its engagement hereunderunderstanding and agreement to that effect. The Fund and Dealer Manager agree that they are each responsible for making their own independent judgments with respect to any such transactions, all and that any opinions or views expressed by the Dealer Manager to the Fund regarding such transactions, including but not limited to any opinions or views with respect to the subscription price or market for the Fund’s Shares, do not constitute advice or recommendations to the Fund. The Fund hereby waives and releases, to the fullest extent permitted by law, any claims that the Fund may have against the Dealer Manager with respect to any breach or alleged breach of which are hereby expressly waivedany fiduciary or similar duty to the Fund in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. (e) e. In rendering the services contemplated by this Dealer Manager Agreement, neither the Dealer Manager nor acknowledges that it is not authorized to (i) use any affiliate thereof solicitation material other than the Prospectus (as supplemented or amended, if applicable) and the other Offering Materials or (ii) to make any representation, oral or written, to any shareholders or prospective shareholders of the Fund that is not contained in the Prospectus (as supplemented or amended, if applicable) or the other Offering Materials, in each case unless previously authorized to do so in writing by the Fund. f. In rendering the services contemplated by this Dealer Manager Agreement, the Dealer Manager will not be subject to any liability to the Company Fund or Alliance the Investment Advisor or any of their its affiliates, for any losses, claims, damages, liabilities or expenses arising from any act or omission on the part of any securities soliciting broker or dealer (except with respect to the Dealer Manager acting in such capacity) or any other person person, and the Dealer Manager will not be liable for acts or omissions in performing its obligations under this Agreement or otherwise in connection with the OfferDealer Manager Agreement, except for any losses, claims, damages, liabilities and expenses that are finally judicially determined to have resulted primarily from the bad faith, willful misfeasance, bad faith misconduct or gross negligence of the Dealer Manager or by reason of the reckless disregard of the obligations and duties of the Dealer Manager under this Dealer Manager Agreement.