Common use of Agreements of the Parties Clause in Contracts

Agreements of the Parties. (a) If the registration statement relating to the Shares has not yet become effective, the Trust will promptly file the Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust is advised, will advise the Representative when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of the Securities Act Rules, the Trust will file a 430A Prospectus pursuant to Rule 497(h) of the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust will file a Prospectus pursuant to Rule 497(b) or (j) of the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Trust will provide the Representatives satisfactory evidence of the filing. The Trust will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust will advise the Representatives promptly (1) of the issuance by the Commission of any order in respect of the Trust or the Investment Adviser which relates to the Trust, or which relates to any material arrangements or proposed material arrangements involving the Trust or the Investment Adviser, (2) of the initiation or threatening of any proceedings for, or receipt by the Trust of any notice with respect to, the suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3) of receipt by the Trust, or any representative or attorney of the Trust, of any other communication from the Commission relating in any material way to the Trust, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the Trust, which relates in any material way to the Trust or any material arrangements or proposed material arrangements involving the Trust. The Trust will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust will deliver to the Representatives, without charge, a signed copy of the registration statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) (excluding exhibits) as the Representatives may reasonably request. 16 (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust will deliver, without charge, to the Representatives, the Underwriters and any dealers, at such office or offices as the Representatives may designate, as many copies of the Prospectus as the Representatives may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Shares, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives will furnish to the Trust) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaser, be misleading in any material respect and will comply with the Securities Act, the Investment Company Act, the Securities Act Rules and the Investment Company Act Rules. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust will make generally available to holders of the Trust's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement, if applicable, satisfying the provisions of Section 11(a) of the Securities Act and, at the option of the Trust, Rule 158 of the Securities Act Rules. (f) The Trust will take such actions as the Representatives reasonably request in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives reasonably designate; provided that the Trust shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummated, the Trust shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 per Share), including but not limited to costs and expenses of or relating to (1) the preparation, printing and filing of the registration statement and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2) the issuance of the Shares and the preparation and delivery of certificates for the Shares, (3) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of preliminary and supplemental "blue sky" memoranda, (4) the furnishing (including costs of design, production, shipping and mailing) to the Underwriters and dealers of copies of each Preliminary Prospectus relating to the Shares, the sales materials, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (5) the filing requirements of the National Association of Securities Dealers, Inc., in connection with its review of the financing, including filing fees and the fees, disbursements and other charges of counsel for the Underwriters in that connection, (6) all transfer taxes, if any, with respect to the sale and delivery of the Shares to the Underwriters, (7) the listing of the Shares on the New York Stock Exchange, (8) the transfer agent for the Shares, and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement of the costs and expenses of the Underwriters. To the extent the foregoing costs and expenses incident to the performance of the obligations of the Trust under this Underwriting Agreement exceed, in the aggregate, $0.03 per Share, Eatox Xxxxx xx an affiliate will pay all such excess costs and expenses. (h) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1) if this Underwriting Agreement is terminated by (x) the Trust or the Investment Adviser pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (y) by the Representatives or the Underwriters because of any inability, failure or refusal on the part of the Trust or the Investment Adviser to comply with any material terms or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx an affiliate and the Trust, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares and (2) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust and the Investment Adviser and the other Underwriters for damages occasioned by its default. (i) Without the prior written consent of the Representatives, the Trust will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the Trust, within 180 days after the Effective Date, except for the Shares as described in the Prospectus and any issuances of Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust and except in connection with any offering of preferred shares of beneficial interest as contemplated by the Prospectus. (j) The Trust will use its best efforts to list the Shares on the New York Stock Exchange and comply with the rules and regulations of such exchange. (k) The Trust will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective and policies of the Trust as described in the Prospectus.

Agreements of the Parties. (a) If the registration statement Registration Statement relating to the Shares has not yet become effective, the Trust Fund will promptly file the Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement Registration Statement to become effective and, as soon as the Trust Fund is advised, will advise the Managing Representative when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of under the Securities Act RulesAct, the Trust Fund will file a 430A Prospectus pursuant to Rule 497(h) of under the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus pursuant to Rule 497(b) or (j) of under the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Trust Fund will provide the Representatives you satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Representatives Managing Representative promptly (1) of the issuance by the Commission of any order in respect of the Trust Fund or the Investment Adviser or which relates to the Trust, or which relates to any material arrangements or proposed material arrangements involving offering of the Trust or the Investment AdviserShares, (2) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the Trustoffering of the Shares, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the Trust, which relates in any material way to offering of the Trust or any material arrangements or proposed material arrangements involving Shares by the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the RepresentativesManaging Representative, without charge, a signed copy of the registration statement Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) (excluding exhibits) as the Representatives Managing Representative may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Representativesyou, the Underwriters and any dealers, at such office or offices as the Representatives you may designate, as many copies of the Prospectus as the Representatives you may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Shares, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives Managing Representative will furnish to the TrustFund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaser, be misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act, the Securities Act Rules and the Investment Company Act Rules. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the TrustFund's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement, if applicable, satisfying the provisions of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act RulesAct. (f) The Trust Fund will take such actions as the Representatives Managing Representative reasonably request requests in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives Managing Representative reasonably designatedesignates; provided that the Trust Fund shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If The Fund will pay or cause to be paid the transactions contemplated by this Underwriting Agreement are consummatedfollowing: (i) the fees, the Trust shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 per Share), including but not limited to costs disbursements and expenses of or relating to (1) the Fund's counsel and accountants in connection with the registration of the Shares and all other expenses in connection with the preparation, printing and filing of the registration statement Registration Statement, any Preliminary Prospectus and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2) the issuance of the Shares thereto and the preparation mailing and delivery delivering of certificates for the Shares, (3) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of preliminary and supplemental "blue sky" memoranda, (4) the furnishing (including costs of design, production, shipping and mailing) copies thereof to the Underwriters and dealers dealers; (ii) the cost of copies of each Preliminary Prospectus relating to the Shares, the sales materials, the Prospectus, printing or reproducing this Underwriting Agreement and all amendments or supplements to the Prospectus, and of the any other documents required by this Section to be so furnished, (5) the filing requirements of the National Association of Securities Dealers, Inc., in connection with its review of the financingoffering, including filing fees and the feespurchase, disbursements and other charges of counsel for the Underwriters in that connection, (6) all transfer taxes, if any, with respect to the sale and delivery of the Shares to (including advertising expenses of the Underwriters, if any); (7iii) the listing cost of preparing share certificates; (iv) the Shares on expenses (including, but not limited to, travel, hotels and other accommodations) incurred by the New York Stock ExchangeFund's directors, (8) officers, employees and other personnel in connection with meetings held with registered brokers in connection with the transfer agent for offering of the Shares, the preparing to market and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement marketing of the costs Shares; (v) any fees charged by securities rating services for rating the Shares; (vi) the fees and expenses of the Underwriters. To DTC and its nominee, the extent Custodian and the foregoing Auction Agent; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the obligations of the Trust under this Underwriting Agreement exceed, in the aggregate, $0.03 per Share, Eatox Xxxxx xx an affiliate Underwriters will pay all such excess of their own costs and expenses, including the fees of their counsel and stock transfer taxes, if any, on resale of any of the Shares by them, except any advertising expenses connected with any offers they may make. (h) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Agreement is terminated by (xA) the Trust Fund or the Investment Adviser pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (yB) by the Representatives you or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund or the Investment Adviser to comply with any material terms or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx Xxxx Xxxxxxx Advisers or an affiliate and the TrustFund, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares and (2ii) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust Fund and the Investment Adviser and the other Underwriters for damages occasioned by its default. (i) Without the prior written consent of the RepresentativesManaging Representative, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the Effective Date, except for the Shares as described in the Prospectus and any issuances of Common Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust and except in connection with any offering of preferred shares of beneficial interest as contemplated by the ProspectusFund. (j) The Trust will use its best efforts to list the Shares on the New York Stock Exchange and comply with the rules and regulations of such exchange. (k) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus.

Agreements of the Parties. (a) If the registration statement relating to the Shares has not yet become effective, the Trust Fund will promptly file the Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise the Managing Representative when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of under the Securities Act RulesAct, the Trust Fund will file a 430A Prospectus pursuant to Rule 497(h) of under the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus pursuant to Rule 497(b) or (j) of under the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Trust Fund will provide the Representatives you satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Representatives Managing Representative promptly (1) of the issuance by the Commission of any order in respect of the Trust Fund or the Investment Adviser Manager or which relates to the Trust, or which relates to any material arrangements or proposed material arrangements involving offering of the Trust or the Investment AdviserShares, (2) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the Trust, which relates in any material way to offering of the Trust or any material arrangements or proposed material arrangements involving shares by the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the RepresentativesManaging Representative, without charge, a signed copy of the registration statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) (excluding exhibits) as the Representatives Managing Representative may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Representativesyou, the Underwriters and any dealers, at such office or offices as the Representatives you may designate, as many copies of the Prospectus as the Representatives you may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Shares, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives Managing Representative will furnish to the TrustFund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaser, be misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act, the Securities Act Rules and the Investment Company Act Rules. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the TrustFund's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement, if applicable, satisfying the provisions of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act RulesAct. (f) The Trust Fund will take such actions as the Representatives Managing Representative reasonably request requests in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives Managing Representative reasonably designatedesignates; provided that the Trust Fund shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If The Fund will pay or cause to be paid the transactions contemplated by this Underwriting Agreement are consummatedfollowing: (i) the fees, the Trust shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 per Share), including but not limited to costs disbursements and expenses of or relating to (1) the Fund's counsel and accountants in connection with the registration of the Shares and all other expenses in connection with the preparation, printing and filing of the registration statement Registration Statement, any Preliminary Prospectus and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2) the issuance of the Shares thereto and the preparation mailing and delivery delivering of certificates for the Shares, (3) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of preliminary and supplemental "blue sky" memoranda, (4) the furnishing (including costs of design, production, shipping and mailing) copies thereof to the Underwriters and dealers dealers; (ii) the cost of copies of each Preliminary Prospectus relating to the Shares, the sales materials, the Prospectus, printing or reproducing this Underwriting Agreement and all amendments or supplements to the Prospectus, and of the any other documents required by this Section to be so furnished, (5) the filing requirements of the National Association of Securities Dealers, Inc., in connection with its review of the financingoffering, including filing fees and the feespurchase, disbursements and other charges of counsel for the Underwriters in that connection, (6) all transfer taxes, if any, with respect to the sale and delivery of the Shares to (including advertising expenses of the Underwriters, if any); (7iii) the listing cost of preparing share certificates; (iv) the Shares on expenses (including, but not limited to, travel, hotels and other accommodations) incurred by the New York Stock ExchangeFund's directors, (8) officers, employees and other personnel in connection with meetings held with registered brokers in connection with the transfer agent for offering of the Shares, the preparing to market and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement marketing of the costs Shares; (v) any fees charged by securities rating services for rating the Shares; (vi) the fees and expenses of the Underwriters. To DTC and its nominee, the extent Custodian and the foregoing Auction Agent; and (vii) all other costs and expenses incident to the performance of the its obligations of the Trust under this Underwriting Agreement exceed, in the aggregate, $0.03 per Share, Eatox Xxxxx xx an affiliate will pay all such excess costs and expenseshereunder which are not otherwise specifically provided for. (h) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Agreement is terminated by (xA) the Trust Fund or the Investment Adviser Manager pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (yB) by the Representatives you or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund or the Investment Adviser Manager to comply with any material terms of this Agreement or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx the Investment Manager or an affiliate and the TrustFund, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares and (2ii) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust Fund and the Investment Adviser Manager and the other Underwriters for damages occasioned by its default. (i) Without the prior written consent of the RepresentativesManaging Representative, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the Effective Date, except for the Shares as described in the Prospectus and any issuances of Common Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust and except in connection with any offering of preferred shares of beneficial interest as contemplated by the ProspectusFund. (j) The Trust will use its best efforts to list the Shares on the New York Stock Exchange and comply with the rules and regulations of such exchange. (k) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus.

Agreements of the Parties. (a) If the registration statement relating to the Shares APS has not yet become effective, the Trust Fund will promptly file the any Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise UBS Warburg LLC (the Representative "Managing Representative") when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of under the Securities Act RulesAct, the Trust Fund will file a 430A Prospectus prospectus pursuant to Rule 497(h) of under the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares APS or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus prospectus pursuant to Rule 497(b) or (ja certification pursuant to Rule 497(j) of under the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares APS after the Effective Date. In either case, the Trust Fund will provide the Representatives you satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares APS is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Representatives Managing Representative promptly of (1) of the issuance by the Commission of any order in respect of the Trust Fund, the Investment Manager or the Investment Adviser Portfolio Manager which relates to the TrustFund, or which relates to any material arrangements or proposed material arrangements involving the Trust Fund, the Investment Manager or the Investment AdviserPortfolio Manager, (2) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the any suspension of the qualification of the Shares APS for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the TrustFund, which relates in any material way to the Trust Fund or any material arrangements or proposed material arrangements involving the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the RepresentativesManaging Representative, without charge, a signed copy of the registration statement Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares APS is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares APS is completed) (excluding exhibits) as the Representatives Managing Representative may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Representativesyou, the Underwriters and any dealers, at such office or offices as the Representatives you may designate, as many copies of the Prospectus as the Representatives you may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Sharesunder which they were made, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives Managing Representative will furnish to the TrustFund) to whom Shares APS may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaserunder which they were made, be misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act; provided that if the amendment or supplement is required exclusively as a result of a misstatement in or omission from the information provided to the Fund in writing by the Underwriters expressly for use in the Prospectus, the Securities Act Rules Fund may deliver such amendment or supplement to the Underwriters and dealers at a reasonable charge not to exceed the Investment Company Act Rulesactual cost thereof to the Fund. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the TrustFund's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement, if applicable, satisfying the provisions of the last paragraph of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act RulesAct. (f) The Trust Fund will take such actions as pay or cause to be paid the Representatives reasonably request in order to qualify following: (i) the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives reasonably designate; provided that the Trust shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummatedfees, the Trust shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 per Share), including but not limited to costs disbursements and expenses of or relating to (1) the Fund's counsel and accountants in connection with the registration of the APS and all other expenses in connection with the preparation, printing and filing of the registration statement Registration Statement, any Preliminary Prospectus and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2) the issuance of the Shares thereto and the preparation mailing and delivery delivering of certificates for the Shares, (3) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of preliminary and supplemental "blue sky" memoranda, (4) the furnishing (including costs of design, production, shipping and mailing) copies thereof to the Underwriters and dealers dealers; (ii) the cost of copies of each Preliminary Prospectus relating to the Shares, the sales materials, the Prospectus, printing or reproducing this Underwriting Agreement and all amendments or supplements to the Prospectus, and of the any other documents required by this Section to be so furnished, (5) the filing requirements of the National Association of Securities Dealers, Inc., in connection with its review of the financingoffering, including filing fees and the feespurchase, disbursements and other charges of counsel for the Underwriters in that connection, (6) all transfer taxes, if any, with respect to the sale and delivery of the Shares to the Underwriters, APS (7) the listing of the Shares on the New York Stock Exchange, (8) the transfer agent for the Shares, and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement of the costs and including advertising expenses of the Underwriters. To the extent the foregoing costs and expenses incident to the performance of the obligations of the Trust under this Underwriting Agreement exceed, in the aggregate, $0.03 per Share, Eatox Xxxxx xx an affiliate will pay all such excess costs and expenses. if any); (h) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1) if this Underwriting Agreement is terminated by (xiii) the Trust or the Investment Adviser pursuant to any cost of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (y) by the Representatives or the Underwriters because of any inability, failure or refusal on the part of the Trust or the Investment Adviser to comply with any material terms or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx an affiliate and the Trust, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares and (2) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust and the Investment Adviser and the other Underwriters for damages occasioned by its default. (i) Without the prior written consent of the Representatives, the Trust will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the Trust, within 180 days after the Effective Date, except for the Shares as described in the Prospectus and any issuances of Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust and except in connection with any offering of preferred shares of beneficial interest as contemplated by the Prospectus. (j) The Trust will use its best efforts to list the Shares on the New York Stock Exchange and comply with the rules and regulations of such exchange. (k) The Trust will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective and policies of the Trust as described in the Prospectus.preparing share

Agreements of the Parties. (a) If the registration statement relating to the Shares has not yet become effective, the Trust Fund will promptly file the Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise the Managing Representative when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of under the Securities Act RulesAct, the Trust Fund will file a 430A Prospectus pursuant to Rule 497(h) of under the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus pursuant to Rule 497(b) or (ja certification pursuant to Rule 497(j) of under the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Trust Fund will provide the Representatives you satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Representatives Managing Representative promptly (1) of the issuance by the Commission of any order in respect of the Trust Fund, the Investment Manager or the Investment Adviser Portfolio Manager which relates to the TrustFund, or which relates to any material arrangements or proposed material arrangements involving the Trust Fund, the Investment Manager or the Investment AdviserPortfolio Manager, (2) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the TrustFund, which relates in any material way to the Trust Fund or any material arrangements or proposed material arrangements involving the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the RepresentativesManaging Representative, without charge, a signed copy of the registration statement Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) (excluding exhibits) as the Representatives Managing Representative may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Representativesyou, the Underwriters and any dealers, at such office or offices as the Representatives you may designate, as many copies of the Prospectus as the Representatives you may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Sharesunder which they were made, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives Managing Representative will furnish to the TrustFund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaserunder which they were made, be misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act; provided that if the amendment or supplement is required exclusively as a result of a misstatement in or omission from the information provided to the Fund in writing by the Underwriters expressly for use in the Prospectus, the Securities Act Rules Fund may deliver such amendment or supplement to the Underwriters and dealers at a reasonable charge not to exceed the Investment Company Act Rulesactual cost thereof to the Fund. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the TrustFund's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement, if applicable, satisfying the provisions of the last paragraph of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act RulesAct. (f) The Trust Fund will take such actions as the Representatives Managing Representative reasonably request requests in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives Managing Representative reasonably designatedesignates; provided that the Trust Fund shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or as a dealer in securities or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummated, the Trust Fund shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust Fund under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 per Share), including but not limited to costs and expenses of or relating to to (1) the preparation, printing and filing of the registration statement Registration Statement and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2) the issuance of the Shares and the preparation and delivery of certificates for the Shares, (3) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of any preliminary and supplemental "blue sky" memoranda, (4) the furnishing (including costs of design, production, shipping and mailing) to the Underwriters and dealers of copies of each Preliminary Prospectus relating to the Shares, the sales materials, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (5) the filing requirements of the National Association of Securities Dealers, Inc.NASD, in connection with its review of the financing, including filing fees and the fees, disbursements and other charges of counsel for the Underwriters in that connection, (6) all transfer taxes, if any, with respect to the sale and delivery of the Shares to the Underwriters, (7) the listing of the Shares on the New York Stock Exchange, and (8) the transfer agent for the Shares, and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement of the costs and expenses of the Underwriters. To the extent the foregoing costs and expenses incident to the performance of the obligations of the Trust Fund under this Underwriting Agreement exceed, in the aggregate, $0.03 per Share, Eatox Xxxxx xx PIMCO Advisors or an affiliate will pay all such excess costs and expenses. (h) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Agreement is terminated by (xA) the Trust Fund or the Investment Adviser Manager pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (yB) by the Representatives you or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund or the Investment Adviser Manager to comply with any material terms or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx the Investment Manager or an affiliate and the TrustFund, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares and (2ii) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust and Fund, the Investment Adviser Manager and the other Underwriters for damages occasioned by its default. (i) Without the prior written consent of the RepresentativesManaging Representative, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the Effective Date, except for the Shares as described in the Prospectus and any issuances of Common Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust Dividend Reinvestment Plan and except in connection with any offering of preferred shares of beneficial interest as contemplated by the Prospectus. (j) The Trust Fund will use its best efforts to list cause the Shares on to be duly authorized for listing by the New York Stock Exchange prior to the date the shares are issued and to comply with the rules and regulations of such exchange. (k) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus.

Agreements of the Parties. (a) If the registration statement relating to the Shares has not yet become effective, the Trust Fund will promptly file the a Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise the Managing Representative when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of under the Securities Act RulesAct, the Trust Fund will file a 430A Prospectus pursuant to Rule 497(h) of under the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus pursuant to Rule 497(b) or (ja certification pursuant to Rule 497(j) of under the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Trust Fund will provide the Representatives Managing Representative satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Representatives Managing Representative promptly (1i) of the issuance by the Commission of any order in respect of the Trust Fund or the Investment Adviser which relates to the TrustFund, or which relates to any material arrangements or proposed material arrangements involving the Trust Fund or the Investment Adviser, (2ii) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the any suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3iii) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4iv) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the TrustFund, which relates in any material way to the Trust Fund or any material arrangements or proposed material arrangements involving the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the RepresentativesManaging Representative, without charge, a signed copy of the registration statement Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) (excluding exhibits) as the Representatives Managing Representative may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Representatives, the Underwriters and any dealers, at such office or offices as the Representatives may designate, as many copies of the Prospectus as the Representatives may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Sharesunder which they were made, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives Managing Representative will furnish to the TrustFund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaserunder which they were made, be misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act, the Securities Act Rules and the Investment Company Act Rules. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the TrustFund's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement, if applicable, satisfying the provisions of the last paragraph of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act RulesAct. (f) The Trust Fund will take such actions as pay or cause to be paid the Representatives reasonably request in order to qualify following: (i) the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives reasonably designate; provided that the Trust shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummatedfees, the Trust shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 per Share), including but not limited to costs disbursements and expenses of or relating to (1) the Fund's counsel and accountants in connection with the registration of the Shares and all other expenses in connection with the preparation, printing and filing of the registration statement Registration Statement, any Preliminary Prospectus and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2) the issuance of the Shares thereto and the preparation mailing and delivery delivering of certificates for the Shares, (3) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of preliminary and supplemental "blue sky" memoranda, (4) the furnishing (including costs of design, production, shipping and mailing) copies thereof to the Underwriters and dealers dealers; (ii) the cost of copies of each Preliminary Prospectus relating to the Shares, the sales materials, the Prospectus, printing or reproducing this Underwriting Agreement and all amendments or supplements to the Prospectus, and of the any other documents required by this Section to be so furnished, (5) the filing requirements of the National Association of Securities Dealers, Inc., in connection with its review of the financingoffering, including filing fees and the feespurchase, disbursements and other charges of counsel for the Underwriters in that connection, (6) all transfer taxes, if any, with respect to the sale and delivery of the Shares to (including advertising expenses of the Underwriters, if any); (7iii) the listing cost of preparing share certificates; (iv) the Shares on expenses (including, but not limited to, travel, hotels and other accommodations) incurred by the New York Stock ExchangeTrust's or the Investment Adviser's directors, (8) officers, employees and other personnel in connection with meetings held with registered brokers in connection with the transfer agent for offering of the Shares, the preparing to market and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement marketing of the costs Shares; (v) any fees charged by securities rating services for rating the Shares; (vi) the fees and expenses of the Underwriters. To Depository Trust Company and its nominee, the extent Custodian and the foregoing Auction Agent; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for. It is understood, however, that, except as provided in this Section 5 and Section 8 hereof, the obligations of the Trust under this Underwriting Agreement exceed, in the aggregate, $0.03 per Share, Eatox Xxxxx xx an affiliate Underwriters will pay all such excess of their own costs and expenses, including the fees of their counsel and stock transfer taxes, if any, on resale of any of the Shares by them, except any advertising expenses connected with any offers they may make. (hg) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Agreement is terminated by (x) the Trust Fund or the Investment Adviser pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (y) by the Representatives or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund or the Investment Adviser to comply with any material terms or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx the Investment Adviser or an affiliate and the TrustFund, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares and (2ii) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust and Fund, the Investment Adviser and the other Underwriters for damages occasioned by its default. (ih) Without the prior written consent of the RepresentativesManaging Representative, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the Effective Date, except for the Shares as described in the Prospectus and any issuances of Common Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust and except in connection with any offering of preferred shares of beneficial interest as contemplated by the ProspectusDividend Reinvestment Plan. (ji) The Trust will use its best efforts to list the Shares on the New York Stock Exchange and comply with the rules and regulations of such exchange. (k) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus. (j) No later than the Closing Date, the Underwriters will provide, and will cause any selling group member to whom they have sold Shares to provide, the Auction Agent with a list of the record names of the persons to whom they have sold Shares, the number of Shares sold to each such person, and the number of Shares they are holding as of the Closing Date; provided that in lieu of thereof, an Underwriter may provide the Auction Agent with a list indicating itself as the sole holder of all the Shares sold by such Underwriter.

Agreements of the Parties. (a) If the registration statement relating to the Shares has not yet become effective, the Trust Fund will promptly file the any Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise the Managing Representative when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of under the Securities Act RulesAct, the Trust Fund will file a 430A Prospectus pursuant to Rule 497(h) of under the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus pursuant to Rule 497(b) or (ja certification pursuant to Rule 497(j) of under the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Trust Fund will provide the Representatives you satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Representatives Managing Representative promptly (1) of the issuance by the Commission of any order in respect of the Trust Fund, the Investment Manager or the Investment Adviser Portfolio Manager which relates to the TrustFund, or which relates to any material arrangements or proposed material arrangements involving the Trust Fund, the Investment Manager or the Investment AdviserPortfolio Manager, (2) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the any suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the TrustFund, which relates in any material way to the Trust Fund or any material arrangements or proposed material arrangements involving the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the RepresentativesManaging Representative, without charge, a signed copy of the registration statement Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) (excluding exhibits) as the Representatives Managing Representative may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Representativesyou, the Underwriters and any dealers, at such office or offices as the Representatives you may designate, as many copies of the Prospectus as the Representatives you may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Sharesunder which they were made, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives Managing Representative will furnish to the TrustFund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaserunder which they were made, be misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act; provided that if the amendment or supplement is required exclusively as a result of a misstatement in or omission from the information provided to the Fund in writing by the Underwriters expressly for use in the Prospectus, the Securities Act Rules Fund may deliver such amendment or supplement to the Underwriters and dealers at a reasonable charge not to exceed the Investment Company Act Rulesactual cost thereof to the Fund. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the TrustFund's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement, if applicable, satisfying the provisions of the last paragraph of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act RulesAct. (f) The Trust will take such actions as the Representatives reasonably request in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives reasonably designate; provided that the Trust shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummated, the Trust Fund shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust Fund under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 per Share), including but not limited to costs and expenses of or relating to to (1) the preparation, printing and filing of the registration statement Registration Statement and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2) the issuance of the Shares and the preparation and delivery of certificates for the Shares, (3) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of any preliminary and supplemental "blue sky" memoranda, (4) the furnishing (including costs of design, production, shipping and mailing) to the Underwriters and dealers of copies of each Preliminary Prospectus relating to the Shares, the sales materials, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (5) the filing requirements of the National Association of Securities Dealers, Inc.NASD, in connection with its review of the financing, including filing fees and the fees, disbursements and other charges of counsel for the Underwriters in that connection, (6) all transfer taxes, if any, with respect to the sale and delivery of the Shares to the Underwriters, (7) the listing of the Shares on the New York Stock Exchange, and (8) the transfer agent for the Shares, and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement of the costs and expenses of the Underwriters. To the extent the foregoing costs and expenses incident to the performance of the obligations of the Trust Fund under this Underwriting Agreement exceed, in the aggregate, $0.03 per Share, Eatox Xxxxx xx the Investment Manager or an affiliate will pay all such excess costs and expenses. (hg) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Agreement is terminated (A) by (x) the Trust Fund or the Investment Adviser Manager pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (yB) by the Representatives you or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund or the Investment Adviser Manager to comply with any material terms or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx the Investment Manager or an affiliate and the TrustFund, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares and (2ii) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust and Fund, the Investment Adviser Manager and the other Underwriters for damages occasioned by its default. (ih) Without the prior written consent of the RepresentativesManaging Representative, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the Effective Date, except for the Shares as described in the Prospectus and any issuances of Common Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust Dividend Reinvestment Plan and except in connection with any offering of preferred shares of beneficial interest as contemplated by the Prospectus. (ji) The Trust Fund will use its best efforts to list cause the Shares on to be duly authorized for listing by the New York Stock Exchange and comply with prior to the rules and regulations of such exchangedate the Shares are issued. (kj) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus.

Agreements of the Parties. (a) If the registration statement relating to the Shares has not yet become effective, the Trust Fund will promptly file the a Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise the Managing Representative when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of under the Securities Act RulesAct, the Trust Fund will file a 430A Prospectus pursuant to Rule 497(h) of under the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus pursuant to Rule 497(b) or (ja certification pursuant to Rule 497(j) of under the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Trust Fund will provide the Representatives Managing Representative satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Representatives Managing Representative promptly (1i) of the issuance by the Commission of any order in respect of the Trust Fund or the Investment Adviser which relates to the TrustFund, or which relates to any material arrangements or proposed material arrangements involving the Trust Fund or the Investment Adviser, (2ii) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the any suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3iii) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4iv) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the TrustFund, which relates in any material way to the Trust Fund or any material arrangements or proposed material arrangements involving the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the RepresentativesManaging Representative, without charge, a signed copy of the registration statement Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) (excluding exhibits) as the Representatives Managing Representative may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Representatives, the Underwriters and any dealers, at such office or offices as the Representatives may designate, as many copies of the Prospectus as the Representatives may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Sharesunder which they were made, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives Managing Representative will furnish to the TrustFund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaserunder which they were made, be misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act, the Securities Act Rules and the Investment Company Act Rules. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the TrustFund's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement, if applicable, satisfying the provisions of the last paragraph of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act RulesAct. (f) The Trust will take such actions as the Representatives reasonably request in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives reasonably designate; provided that the Trust shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummated, the Trust Fund shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust Fund under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 per Share), including but not limited to costs and expenses of or relating to to (1i) the preparation, printing and filing of the registration statement Registration Statement and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2ii) the issuance of the Shares and the preparation and delivery of certificates for the Shares, (3iii) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of any preliminary and supplemental "blue sky" memoranda, (4iv) the furnishing (including costs of design, production, shipping and mailing) to the Underwriters and dealers of copies of each Preliminary Prospectus relating to the Shares, the sales materials, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (5v) the filing requirements of the National Association of Securities Dealers, Inc.NASD, in connection with its review of the financing, including filing fees and the fees, disbursements and other charges of counsel for the Underwriters in that connection, (6vi) all transfer taxes, if any, with respect to the sale and delivery of the Shares to the Underwriters, (7vii) the listing of the Shares on the New York American Stock Exchange, (8) viii) the transfer agent for the Shares, Shares and (9ix) in addition to the foregoing, an aggregate reimbursement of up to $[ ] as partial reimbursement of the costs cost and expenses of the Underwriters. To the extent the foregoing costs and expenses incident to the performance of the obligations of the Trust Fund under this Underwriting Agreement exceed, in the aggregate, $0.03 per Share, Eatox Xxxxx xx Eaton Vance or an affiliate will pay all such excess costs and expensescoxxx xxx xxxenses. (hg) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Agreement is terminated by (x) the Trust Fund or the Investment Adviser pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (y) by the Representatives or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund or the Investment Adviser to comply with any material terms or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx the Investment Adviser or an affiliate and the TrustFund, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares and (2ii) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust and Fund, the Investment Adviser and the other Underwriters for damages occasioned by its default. (ih) Without the prior written consent of the RepresentativesManaging Representative, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the Effective Date, except for the Shares as described in the Prospectus and any issuances of Common Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust Dividend Reinvestment Plan and except in connection with any offering of preferred shares of beneficial interest as contemplated by the Prospectus. (ji) The Trust Fund will use its best efforts to list the Shares on the New York American Stock Exchange prior to the date the Shares are issued and comply with the rules and regulations of such exchange. (kj) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus.

Agreements of the Parties. (a) If the registration statement relating to the Shares has not yet become effective, the Trust Fund will promptly file the Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise the Managing Representative when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of under the Securities Act RulesAct, the Trust Fund will file a 430A Prospectus pursuant to Rule 497(h) of under the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus pursuant to Rule 497(b) or (j) of under the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Trust Fund will provide the Representatives you satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Representatives Managing Representative promptly (1) of the issuance by the Commission of any order in respect of the Trust Fund or the Investment Adviser Manager or which relates to the Trust, or which relates to any material arrangements or proposed material arrangements involving offering of the Trust or the Investment AdviserShares, (2) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the Trust, which relates in any material way to offering of the Trust or any material arrangements or proposed material arrangements involving Shares by the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the RepresentativesManaging Representative, without charge, a signed copy of the registration statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) (excluding exhibits) as the Representatives Managing Representative may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Representativesyou, the Underwriters and any dealers, at such office or offices as the Representatives you may designate, as many copies of the Prospectus as the Representatives you may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Shares, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives Managing Representative will furnish to the TrustFund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaser, be misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act, the Securities Act Rules and the Investment Company Act Rules. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the TrustFund's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement, if applicable, satisfying the provisions of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act RulesAct. (f) The Trust Fund will take such actions as the Representatives Managing Representative reasonably request requests in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives Managing Representative reasonably designatedesignates; provided that the Trust Fund shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummated, the Trust Fund shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust Fund under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 per Share), including but not limited to costs and expenses of or relating to (1) the preparation, printing and filing of the registration statement and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2) the issuance of the Shares and the preparation and delivery of certificates for the Shares, (3) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of any preliminary and supplemental "blue sky" memoranda, (4) the furnishing (including costs of design, production, shipping and mailing) to the Underwriters and dealers of copies of each Preliminary Prospectus relating to the Shares, the definitive client brochure that is part of the sales materials, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (5) the filing requirements of the National Association of Securities Dealers, Inc.NASD, in connection with its review of the financing, including filing fees and the fees, disbursements and other charges of counsel for the Underwriters in that connection, (6) all transfer taxes, if any, with respect to the sale and delivery of the Shares to the Underwriters, (7) the listing of the Shares on the New York American Stock Exchange, and (8) the transfer agent for the Shares, and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement of the costs and expenses of the Underwriters. To the extent the foregoing costs and expenses incident to the performance of the obligations of the Trust Fund under this Underwriting Agreement exceed, in the aggregate, $0.03 per Share, Eatox Xxxxx xx the Investment Manager or an affiliate will pay all such excess costs and expenses. (h) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Agreement is terminated by (xA) the Trust Fund or the Investment Adviser Manager pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (yB) by the Representatives you or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund or the Investment Adviser Manager to comply with any material terms of this Agreement or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx the Investment Manager or an affiliate and the TrustFund, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares and (2ii) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust Fund and the Investment Adviser Manager and the other Underwriters for damages occasioned by its default. (i) Without the prior written consent of the RepresentativesManaging Representative, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the Effective Date, except for the Shares as described in the Prospectus and any issuances of Common Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust Dividend Reinvestment Plan and except in connection with any offering of preferred shares of beneficial interest as contemplated by the Prospectus. (j) The Trust Fund will use its best efforts to list the Shares on the New York American Stock Exchange and comply with the rules and regulations of such exchange. (k) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus.

Agreements of the Parties. (a) If the registration statement relating to the Shares APS has not yet become effective, the Trust Fund will promptly file the any Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise UBS Securities LLC (the Representative "Managing Representative") when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of under the Securities Act RulesAct, the Trust Fund will file a 430A Prospectus prospectus pursuant to Rule 497(h) of under the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares APS or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus prospectus pursuant to Rule 497(b) or (ja certification pursuant to Rule 497(j) of under the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares APS after the Effective Date. In either case, the Trust Fund will provide the Representatives you satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares APS is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Representatives Managing Representative promptly of (1) of the issuance by the Commission of any order in respect of the Trust Fund or the Investment Adviser Advisors which relates to the TrustFund, or which relates to any material arrangements or proposed material arrangements involving the Trust Fund or the Investment AdviserAdvisors, (2) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the any suspension of the qualification of the Shares APS for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the TrustFund, which relates in any material way to the Trust Fund or any material arrangements or proposed material arrangements involving the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the RepresentativesManaging Representative, without charge, a signed copy of the registration statement Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares APS is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares APS is completed) (excluding exhibits) as the Representatives Managing Representative may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Representativesyou, the Underwriters and any dealers, at such office or offices as the Representatives you may designate, as many copies of the Prospectus as the Representatives you may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Sharesunder which they were made, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives Managing Representative will furnish to the TrustFund) to whom Shares APS may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaserunder which they were made, be misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act; provided that if the amendment or supplement is required exclusively as a result of a misstatement in or omission from the information provided to the Fund in writing by the Underwriters expressly for use in the Prospectus, the Securities Act Rules Fund may deliver such amendment or supplement to the Underwriters and dealers at a reasonable charge not to exceed the Investment Company Act Rulesactual cost thereof to the Fund. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the TrustFund's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement, if applicable, satisfying the provisions of the last paragraph of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act RulesAct. (f) The Trust Fund will take such actions as pay or cause to be paid the Representatives reasonably request in order to qualify following: (i) the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives reasonably designate; provided that the Trust shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummatedfees, the Trust shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 per Share), including but not limited to costs disbursements and expenses of or relating to (1) the Fund's counsel and accountants in connection with the registration of the APS and all other expenses in connection with the preparation, printing and filing of the registration statement Registration Statement, any Preliminary Prospectus and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2) the issuance of the Shares thereto and the preparation mailing and delivery delivering of certificates for the Shares, (3) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of preliminary and supplemental "blue sky" memoranda, (4) the furnishing (including costs of design, production, shipping and mailing) copies thereof to the Underwriters and dealers dealers; (ii) the cost of copies of each Preliminary Prospectus relating to the Shares, the sales materials, the Prospectus, printing or reproducing this Underwriting Agreement and all amendments or supplements to the Prospectus, and of the any other documents required by this Section to be so furnished, (5) the filing requirements of the National Association of Securities Dealers, Inc., in connection with its review of the financingoffering purchase, including filing fees and the fees, disbursements and other charges of counsel for the Underwriters in that connection, (6) all transfer taxes, if any, with respect to the sale and delivery of the Shares to APS (including advertising expenses of the Underwriters, if any); (7iii) the listing cost of preparing share certificates; (iv) the expenses (including, but not limited to, travel, hotels and other accommodations) incurred by the Fund's directors, officers, employees and other personnel in connection with meetings held with registered brokers in connection with the offering of the Shares on APS, the New York Stock Exchange, (8) preparing to market and the transfer agent for the Shares, and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement marketing of the costs APS; (v) any fees charged by securities rating services for rating the APS; (vi) the fees and expenses of the Underwriters. To DTC and its nominee, the extent Custodian and the foregoing Auction Agent; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the obligations of the Trust under this Underwriting Agreement exceed, in the aggregate, $0.03 per Share, Eatox Xxxxx xx an affiliate Underwriters will pay all such excess of their own costs and expenses, including the fees of their counsel and stock transfer taxes, if any, on resale of any of the APS by them, except any advertising expenses connected with any offers they may make. (hg) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Agreement is terminated by (xA) the Trust Fund or the Investment Adviser Advisors pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (yB) by the Representatives you or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund or the Investment Adviser Advisors to comply with any material terms or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx the Investment Manager or an affiliate and the TrustFund, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares APS and (2ii) no Underwriter who has failed or refused to purchase the Shares APS agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust and Fund, the Investment Adviser Advisors and the other Underwriters for damages occasioned by its default. (ih) Without the prior written consent of the RepresentativesManaging Representative, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the Effective Date, except for the Shares APS as described in the Prospectus and any issuances issuance of Common Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust and except in connection with any offering of preferred shares of beneficial interest as contemplated by the ProspectusFund. (ji) The Trust will use its best efforts to list the Shares on the New York Stock Exchange and comply with the rules and regulations of such exchange. (k) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares APS in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus. (j) No later than the Closing Date, the Underwriters will provide, and will cause any selling group member to whom they have sold APS to provide, the Auction Agent with a list of the record names of the persons to whom they have sold APS, the number of APS sold to each such person, and the number of APS they are holding as of the Closing Date; provided that in lieu of thereof, an Underwriter may provide the Auction Agent with a list indicating itself as the sole holder of all the APS sold by such Underwriter.

Agreements of the Parties. (a) If the registration statement relating to the Common Shares has not yet become effective, the Trust Fund will promptly file the Final Amendmenta further amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise the Representative Sales Manager when the Registration Statement or any amendment thereto has become effective. If it is necessary for a post-effective amendment to the Registration Statement, or a new registration statement under Rule 462(b) under the Securities Act, to be filed with the Commission and become effective before the Common Shares may be sold, the Fund will use its best efforts to cause such post-effective amendment or such further registration statement to be filed and become effective as soon as possible, and the Fund will advise you promptly and, if requested by you, will confirm such advice in writing, (i) when such post-effective amendment or such further registration statement has become effective. (b) During the period in which a prospectus relating to the Common Shares is required to be delivered under the Securities Act, the Fund will notify the Sales Manager promptly of the time when any subsequent amendment to the Registration Statement has become effective and or any subsequent supplement to the Prospectus contained therein omits certain information at the time has been filed and of effectiveness pursuant to Rule 430A of the Securities Act Rules, the Trust will file a 430A Prospectus pursuant to Rule 497(h) of the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust will file a Prospectus pursuant to Rule 497(b) or (j) of the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Trust will provide the Representatives satisfactory evidence of the filing. The Trust will not file with any request by the Commission for any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to or for additional information; the Managing Representative a reasonable time before its filing Fund will prepare and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust will advise the Representatives promptly (1) of the issuance by the Commission of any order in respect of the Trust or the Investment Adviser which relates to the Trust, or which relates to any material arrangements or proposed material arrangements involving the Trust or the Investment Adviser, (2) of the initiation or threatening of any proceedings for, or receipt by the Trust of any notice with respect to, the suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3) of receipt by the Trust, or any representative or attorney of the Trust, of any other communication from the Commission relating in any material way to the Trust, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the Trust, which relates in any material way to the Trust or any material arrangements or proposed material arrangements involving the Trust. The Trust will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust will deliver to the Representatives, without charge, a signed copy of the registration statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) (excluding exhibits) as the Representatives may reasonably request. 16 (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust will deliver, without charge, to the Representatives, the Underwriters and any dealers, at such office or offices as the Representatives may designate, as many copies of the Prospectus as the Representatives may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Shares, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust promptly will prepare, submit to the Managing Representative, file with the Commission and deliverCommission, without charge, to promptly upon the Underwriters and to dealers (whose names and addresses the Representatives will furnish to the Trust) to whom Shares may have been sold by the Underwriters, and to other dealers on Sales Manager’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaser, be misleading in any material respect and will comply with the Securities Act, the Investment Company Act, the Securities Act Rules and the Investment Company Act Rules. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust will make generally available to holders of the Trust's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement, if applicable, satisfying the provisions of Section 11(a) of the Securities Act and, at the option of the Trust, Rule 158 of the Securities Act Rules. (f) The Trust will take such actions as the Representatives reasonably request in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives reasonably designate; provided that the Trust shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummated, the Trust shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust under this Underwriting Agreement (to the extent such expenses do notthat, in the aggregateSales Manager’s reasonable opinion based upon advice of counsel, exceed $0.03 per Share), including but not limited to costs and expenses of or relating to (1) the preparation, printing and filing of the registration statement and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2) the issuance of the Shares and the preparation and delivery of certificates for the Shares, (3) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of preliminary and supplemental "blue sky" memoranda, (4) the furnishing (including costs of design, production, shipping and mailing) to the Underwriters and dealers of copies of each Preliminary Prospectus relating to the Shares, the sales materials, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to may be so furnished, (5) the filing requirements of the National Association of Securities Dealers, Inc., in connection with its review of the financing, including filing fees and the fees, disbursements and other charges of counsel for the Underwriters in that connection, (6) all transfer taxes, if any, with respect to the sale and delivery of the Shares to the Underwriters, (7) the listing of the Shares on the New York Stock Exchange, (8) the transfer agent for the Shares, and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement of the costs and expenses of the Underwriters. To the extent the foregoing costs and expenses incident to the performance of the obligations of the Trust under this Underwriting Agreement exceed, in the aggregate, $0.03 per Share, Eatox Xxxxx xx an affiliate will pay all such excess costs and expenses. (h) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1) if this Underwriting Agreement is terminated by (x) the Trust or the Investment Adviser pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (y) by the Representatives or the Underwriters because of any inability, failure or refusal on the part of the Trust or the Investment Adviser to comply with any material terms or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx an affiliate and the Trust, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them necessary in connection with the proposed purchase and sale of the Common Shares and (2) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations pursuant to this Underwriting Sales Agreement, ; the Fund will be relieved of liability not file any amendment or supplement to the Trust and Registration Statement or Prospectus (other than a supplement to the Investment Adviser and the other Underwriters for damages occasioned by its default. Prospectus that (i) Without relates solely to the prior written consent issuance of securities other than Common Shares of the RepresentativesFund and (ii) does not materially change the information about the Fund or its business, the Trust will not offeroperations, sell properties or register with the Commission, or announce an offering of, any equity securities of the Trust, within 180 days after the Effective Date, except for the Shares as described financial condition disclosed in the Registration Statement or Prospectus and any issuances of Shares of Beneficial Interest pursuant previously thereto (an “Excluded Supplement”)) unless a copy thereof has been submitted to the dividend reinvestment plan established Sales Manager a reasonable period of time before the filing and the Sales Manager has not reasonably objected thereto; and it will notify the Sales Manager at the time of filing of any document that upon filing is deemed to be incorporated by the Trust and except in connection with any offering of preferred shares of beneficial interest as contemplated by the Prospectus. (j) The Trust will use its best efforts to list the Shares on the New York Stock Exchange and comply with the rules and regulations of such exchange. (k) The Trust will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective and policies of the Trust as described reference in the Prospectus.Registration Statement or

Agreements of the Parties. (a) If the registration statement relating to the Common Shares has not yet become effective, the Trust Fund will promptly file the Final Amendmenta further amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise the Representative Sales Manager when the Registration Statement or any amendment thereto has become effective. If it is necessary for a post-effective amendment to the Registration Statement, or a new registration statement under Rule 462(b) under the Securities Act, to be filed with the Commission and become effective before the Common Shares may be sold, the Fund will use its best efforts to cause such post-effective amendment or such further registration statement to be filed and become effective as soon as possible, and the Fund will advise you promptly and, if requested by you, will confirm such advice in writing, (i) when such post-effective amendment or such further registration statement has become effective. (b) During the period in which a prospectus relating to the Common Shares is required to be delivered under the Securities Act, the Fund will notify the Sales Manager promptly of the time when any subsequent amendment to the Registration Statement has become effective and or any subsequent supplement to the Prospectus contained therein omits certain information at the time has been filed and of effectiveness pursuant to Rule 430A of the Securities Act Rules, the Trust will file a 430A Prospectus pursuant to Rule 497(h) of the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust will file a Prospectus pursuant to Rule 497(b) or (j) of the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Trust will provide the Representatives satisfactory evidence of the filing. The Trust will not file with any request by the Commission for any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus or for additional information; the Fund will prepare and file with the Commission, promptly upon the Sales Manager’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Manager’s reasonable opinion based upon advice of counsel, may be necessary in connection with the sale of the Common Shares pursuant to this Sales Agreement; the Fund will not file any amendment or supplement to the Registration Statement or Prospectus (other than a supplement to the Prospectus that (i) relates solely to the issuance of securities other than Common Shares of the Fund and (ii) does not materially change the information about the Fund or its business, operations, properties or financial condition disclosed in the Registration Statement or Prospectus previously thereto (an “Excluded Supplement”)) unless a copy thereof has first been submitted to the Managing Representative Sales Manager a reasonable period of time before its the filing and the Managing Representative Sales Manager has not reasonably objected thereto; and it will notify the Sales Manager at the time of filing of any document that upon filing is deemed to it be incorporated by reference in writing the Registration Statement or Prospectus. The Fund will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 497 of the Rules and Regulations or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the relevant securities laws, within a reasonable the time after receiving the copyperiod prescribed. (bc) For the period of three years from the date hereoffinal Settlement Date, the Trust Fund will advise the Representatives Sales Manager promptly (1i) of the issuance by the Commission of any order in respect of the Trust Fund or the Investment Adviser Adviser, which relates to the TrustFund, or which relates to any material arrangements or proposed material arrangements involving the Trust Fund or the Investment Adviser, (2ii) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the any suspension of the qualification of the Common Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3iii) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund, the Registration Statement, the Notification, any Preliminary Prospectusthe Sales Materials, the Prospectus or to the transactions contemplated by this Underwriting Sales Agreement and (4iv) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the TrustFund, which relates in any material way to the Trust Fund or any material arrangements or proposed material arrangements involving the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (cd) If not delivered prior to the date of this Underwriting Sales Agreement, the Trust Fund will deliver to the RepresentativesSales Manager, without charge, a signed copy of the registration statement Registration Statement, the Exchange Act Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (xi) one year from the date of this Underwriting Sales Agreement or (yii) the date on which the distribution of the Common Shares is completed) to either the Registration Statement, the Exchange Act Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (xii) one year from the date of this Underwriting Sales Agreement or (yiv) the date on which the distribution of the Common Shares is completed) (excluding exhibits) as the Representatives Sales Manager may reasonably request. 16. (de) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Representatives, the Underwriters Sales Manager and any dealers, at such office or offices as the Representatives Sales Manager may designate, as many copies of the Prospectus as the Representatives Sales Manager may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Sharesunder which they were made, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing RepresentativeSales Manager, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives will furnish to the Trust) to whom Shares may have been sold others if requested by the Underwriters, and to other dealers on requestSales Manager, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaserunder which they were made, be misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act, the Securities Act Rules and the Investment Company Act Rules. Delivery by the Underwriters Sales Manager of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 Article 5 hereof. The Fund shall also deliver copies of each such Prospectus and any supplement thereto to the NYSE MKT in accordance with applicable rules and regulations under the Securities Act. (ef) The Trust Fund will make generally available to holders of the Trust's Fund’s securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the date of the Effective Date Time falls, an earnings statement, if applicable, satisfying the provisions of the last paragraph of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act Rules. (f) The Trust will take such actions as the Representatives reasonably request in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives reasonably designate; provided that the Trust shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdictionAct. (g) If the transactions contemplated by this Underwriting Agreement are consummated, the Trust The Fund shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust Fund under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 per Share)Sales Agreement, including but not limited to costs and expenses of or relating to to (1i) the preparation, printing and filing of the registration statement Registration Statement and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2ii) the issuance of the Common Shares and the preparation and delivery of certificates for the Common Shares, (3iii) the registration or qualification of the Common Shares for offer and sale under the securities or "“blue sky" ” laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters Sales Manager in that connection, and the preparation and printing of any preliminary and supplemental "“blue sky" ” memoranda, (4iv) the furnishing (including costs of design, production, shipping and mailing) to the Underwriters Sales Manager and dealers others of copies of each Preliminary Prospectus relating to the Common Shares, the sales materialsSales Materials, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (5v) the filing requirements of the National Association of Securities Dealers, Inc.FINRA, in connection with its review of the financing, including filing fees and the fees, disbursements and other charges of counsel for the Underwriters Sales Manager in that connection, (6vi) all transfer taxes, if any, with respect to the sale and delivery of the Shares to the UnderwritersCommon Shares, (7vii) the listing of the Common Shares on the New York Stock Exchange, NYSE MKT and (8) viii) the transfer agent for the Common Shares, and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement of the costs and expenses of the Underwriters. To the extent the foregoing costs and expenses incident to the performance of the obligations of the Trust under this Underwriting Agreement exceed, in the aggregate, $0.03 per Share, Eatox Xxxxx xx an affiliate will pay all such excess costs and expenses. (h) If the transactions contemplated by this Underwriting Sales Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Sales Agreement is terminated by (x) the Trust or the Investment Adviser pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (y) by the Representatives or the Underwriters Sales Manager because of any inability, failure or refusal on the part of the Trust Fund or the Investment Adviser to comply with any material terms of this Sales Agreement or because any of the Sales Manager conditions in Section 6 Article 5 are not satisfied, Eatox Xxxxx xx an affiliate and the Trust, jointly and severally, Fund will reimburse the Underwriters Sales Manager for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their its counsel) reasonably incurred by them it in connection with the proposed purchase issuance and sale of the Common Shares and (2ii) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations pursuant to this Underwriting Agreement, will Sales Manager shall not be relieved of liability to the Trust and the Investment Adviser and the other Underwriters for damages occasioned by Fund if it breaches its defaultobligations pursuant to this Sales Agreement. (i) Without The Fund will not, directly or indirectly, offer or sell any Common Shares (other than the Common Shares) or securities convertible into or exchangeable for, or any rights to purchase or acquire, Common Shares, during the period from the date the Registration Statement is declared effective by the Commission through the final Settlement Date for the sale of Common Shares hereunder without (i) giving the Sales Manager at least one business day prior written consent notice specifying the nature of the Representatives, proposed sale and the Trust will not offer, sell or register with the Commission, or announce an offering of, any equity securities date of such proposed sale and (ii) suspending activity under this program for such period of time as may reasonably be determined by agreement of the TrustFund and the Sales Manager; provided, within 180 days after the Effective Datehowever, except for the Shares as described in the Prospectus that no such notice and any issuances of Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust and except suspension shall be required in connection with any offering the Company’s issuance of preferred shares of beneficial interest as contemplated by the ProspectusCommon Shares pursuant to its Dividend Reinvestment Plan. (j) The Trust Fund will use its best efforts to list the Common Shares on the New York Stock Exchange NYSE MKT prior to the date the Common Shares are issued and comply with the rules and regulations of such exchange. (k) The Trust Fund will direct the investment of the net proceeds of the offering of the Common Shares in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus. (l) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than an Excluded Supplement), the Fund shall (unless the Fund is not then selling Common Shares through the Sales Manager and has not requested the Sales Manager to sell Common Shares) furnish or cause to be furnished to the Sales Manager forthwith a certificate dated the date of filing with the Commission of such amendment, supplement or other document, the date of effectiveness of amendment, as the case may be, in form satisfactory to the Sales Manager to the effect that the statements contained in the certificates referred to in Section 5(d) below that were last furnished to the Sales Manager are true and correct at the time of such amendment, supplement, filing, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement or the Prospectus as amended and supplemented to such time) or, in lieu of such certificates, certificates of the same tenor as the certificates referred to in said Section 5(d) below, modified as necessary to relate to the Registration Statement or the Prospectus as amended and supplemented to the time of delivery of such certificate. (i) Each time that the Registration Statement shall be amended by the filing of a post-effective amendment thereto; and (ii) at such other times, including the date hereof or the first Settlement Date, as may be reasonably requested by the Sales Manager, when the Prospectus is supplemented and/or any document or report is filed with the Commission or is incorporated by reference into the Registration Statement or the Prospectus, the Fund (unless (i) otherwise agreed to by the Sales Manager or (ii) the Fund is neither selling Common Shares through the Sales Manager nor has requested the Sales Manager to sell Common Shares) shall furnish or cause to be furnished forthwith to the Sales Manager and to the Sales Manager’s counsel a written opinion of counsel to the Fund (“Fund Counsel”), dated the date of filing with the Commission of such amendment, supplement or other document and the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to the Sales Manager, of the same tenor as the opinion referred to in Section 5(e) below, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion. (n) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than an Excluded Supplement) to include additional financial information, the Fund shall (unless (i) otherwise agreed to by the Sales Manager or (ii) the Fund is not then selling Common Shares through the Sales Manager and has not requested the Sales Manager to sell Common Shares) cause the independent registered public accounting firm then retained by the Company, forthwith to furnish to the Sales Manager a letter, dated the date of effectiveness of such amendment, or the date of filing of such supplement or other document with the Commission, as the case may be, in form satisfactory to the Sales Manager, of the same tenor as the letter referred to in Section 5(g) below but modified to relate to the Registration Statement or the Prospectus, as amended and supplemented to the date of such letter.

Agreements of the Parties. (a) If the registration statement relating to the Shares has not yet become effective, the Trust Fund will promptly file the any Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise the Managing Representative when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of under the Securities Act RulesAct, the Trust Fund will file a 430A Prospectus pursuant to Rule 497(h) of under the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus pursuant to Rule 497(b) or (ja certification pursuant to Rule 497(j) of under the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Trust Fund will provide the Representatives you satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Representatives Managing Representative promptly (1) of the issuance by the Commission of any order in respect of the Trust Fund, the Investment Manager or the Investment Adviser Portfolio Manager which relates to the TrustFund, or which relates to any material arrangements or proposed material arrangements involving the Trust Fund, the Investment Manager or the Investment AdviserPortfolio Manager, (2) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the any suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the TrustFund, which relates in any material way to the Trust Fund or any material arrangements or proposed material arrangements involving the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the RepresentativesManaging Representative, without charge, a signed copy of the registration statement Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) (excluding exhibits) as the Representatives Managing Representative may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Representativesyou, the Underwriters and any dealers, at such office or offices as the Representatives you may designate, as many copies of the Prospectus as the Representatives you may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Sharesunder which they were made, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives Managing Representative will furnish to the TrustFund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaserunder which they were made, be misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act; provided that if the amendment or supplement is required exclusively as a result of a misstatement in or omission from the information provided to the Fund in writing by the Underwriters expressly for use in the Prospectus, the Securities Act Rules Fund may deliver such amendment or supplement to the Underwriters and dealers at a reasonable charge not to exceed the Investment Company Act Rulesactual cost thereof to the Fund. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the TrustFund's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement, if applicable, satisfying the provisions of the last paragraph of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act RulesAct. (f) The Trust will take such actions as the Representatives reasonably request in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives reasonably designate; provided that the Trust shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummated, the Trust Fund shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust Fund under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 per Share), including but not limited to costs and expenses of or relating to to (1) the preparation, printing and filing of the registration statement Registration Statement and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2) the issuance of the Shares and the preparation and delivery of certificates for the Shares, (3) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of any preliminary and supplemental "blue sky" memoranda, (4) the furnishing (including costs of design, production, shipping and mailing) to the Underwriters and dealers of copies of each Preliminary Prospectus relating to the Shares, the sales materials, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (5) the filing requirements of the National Association of Securities Dealers, Inc.NASD, in connection with its review of the financing, including filing fees and the fees, disbursements and other charges of counsel for the Underwriters in that connection, (6) all transfer taxes, if any, with respect to the sale and delivery of the Shares to the Underwriters, (7) the listing of the Shares on the New York Stock Exchange, and (8) the transfer agent for the Shares, and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement of the costs and expenses of the Underwriters. To the extent the foregoing costs and expenses incident to the performance of the obligations of the Trust Fund under this Underwriting Agreement exceed, in the aggregate, $0.03 per Share, Eatox Xxxxx xx PIMCO Funds Advisors or an affiliate will pay all such excess costs and expenses. (hg) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Agreement is terminated by (xA) the Trust Fund or the Investment Adviser Manager pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (yB) by the Representatives you or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund or the Investment Adviser Manager to comply with any material terms or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx the Investment Manager or an affiliate and the TrustFund, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares and (2ii) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust and Fund, the Investment Adviser Manager and the other Underwriters for damages occasioned by its default. (ih) Without the prior written consent of the RepresentativesManaging Representative, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the Effective Date, except for the Shares as described in the Prospectus and any issuances of Common Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust Dividend Reinvestment Plan and except in connection with any offering of preferred shares of beneficial interest as contemplated by the Prospectus. (ji) The Trust Fund will use its best efforts to list cause the Shares on to be duly authorized for listing by the New York Stock Exchange and comply with prior to the rules and regulations of such exchangedate the shares are issued. (kj) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus.

Agreements of the Parties. (a) If the registration statement relating to the Shares APS has not yet become effective, the Trust Fund will promptly file the any Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise UBS Warburg LLC (the Representative "Managing Representative") when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of under the Securities Act RulesAct, the Trust Fund will file a 430A Prospectus prospectus pursuant to Rule 497(h) of under the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares APS or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus prospectus pursuant to Rule 497(b) or (ja certification pursuant to Rule 497(j) of under the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares APS after the Effective Date. In either case, the Trust Fund will provide the Representatives you satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares APS is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Representatives Managing Representative promptly of (1) of the issuance by the Commission of any order in respect of the Trust Fund, the Investment Manager or the Investment Adviser Portfolio Manager which relates to the TrustFund, or which relates to any material arrangements or proposed material arrangements involving the Trust Fund, the Investment Manager or the Investment AdviserPortfolio Manager, (2) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the any suspension of the qualification of the Shares APS for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the TrustFund, which relates in any material way to the Trust Fund or any material arrangements or proposed material arrangements involving the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the RepresentativesManaging Representative, without charge, a signed copy of the registration statement Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares APS is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares APS is completed) (excluding exhibits) as the Representatives Managing Representative may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Representativesyou, the Underwriters and any dealers, at such office or offices as the Representatives you may designate, as many copies of the Prospectus as the Representatives you may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Sharesunder which they were made, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives Managing Representative will furnish to the TrustFund) to whom Shares APS may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaserunder which they were made, be misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act; provided that if the amendment or supplement is required exclusively as a result of a misstatement in or omission from the information provided to the Fund in writing by the Underwriters expressly for use in the Prospectus, the Securities Act Rules Fund may deliver such amendment or supplement to the Underwriters and dealers at a reasonable charge not to exceed the Investment Company Act Rulesactual cost thereof to the Fund. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the TrustFund's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement, if applicable, satisfying the provisions of the last paragraph of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act RulesAct. (f) The Trust Fund will take such actions as pay or cause to be paid the Representatives reasonably request in order to qualify following: (i) the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives reasonably designate; provided that the Trust shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummatedfees, the Trust shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 per Share), including but not limited to costs disbursements and expenses of or relating to (1) the Fund's counsel and accountants in connection with the registration of the APS and all other expenses in connection with the preparation, printing and filing of the registration statement Registration Statement, any Preliminary Prospectus and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2) the issuance of the Shares thereto and the preparation mailing and delivery delivering of certificates for the Shares, (3) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of preliminary and supplemental "blue sky" memoranda, (4) the furnishing (including costs of design, production, shipping and mailing) copies thereof to the Underwriters and dealers dealers; (ii) the cost of copies of each Preliminary Prospectus relating to the Shares, the sales materials, the Prospectus, printing or reproducing this Underwriting Agreement and all amendments or supplements to the Prospectus, and of the any other documents required by this Section to be so furnished, (5) the filing requirements of the National Association of Securities Dealers, Inc., in connection with its review of the financingoffering, including filing fees and the feespurchase, disbursements and other charges of counsel for the Underwriters in that connection, (6) all transfer taxes, if any, with respect to the sale and delivery of the Shares to APS (including advertising expenses of the Underwriters, if any); (7iii) the listing cost of preparing share certificates; (iv) the expenses (including, but not limited to, travel, hotels and other accommodations) incurred by the Fund's directors, officers, employees and other personnel in connection with meetings held with registered brokers in connection with the offering of the Shares on APS, the New York Stock Exchange, (8) preparing to market and the transfer agent for the Shares, and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement marketing of the costs APS; (v) any fees charged by securities rating services for rating the APS; (vi) the fees and expenses of the Underwriters. To DTC and its nominee, the extent Custodian and the foregoing Auction Agent; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the obligations of the Trust under this Underwriting Agreement exceed, in the aggregate, $0.03 per Share, Eatox Xxxxx xx an affiliate Underwriters will pay all such excess of their own costs and expenses, including the fees of their counsel and stock transfer taxes, if any, on resale of any of the APS by them, except any advertising expenses connected with any offers they may make. (hg) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Agreement is terminated by (xA) the Trust Fund or the Investment Adviser Manager pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (yB) by the Representatives you or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund or the Investment Adviser Manager to comply with any material terms or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx the Investment Manager or an affiliate and the TrustFund, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares APS and (2ii) no Underwriter who has failed or refused to purchase the Shares APS agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust and Fund, the Investment Adviser Manager and the other Underwriters for damages occasioned by its default. (ih) Without the prior written consent of the RepresentativesManaging Representative, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the Effective Date, except for the Shares APS as described in the Prospectus and any issuances issuance of Common Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust and except in connection with any offering of preferred shares of beneficial interest as contemplated by the ProspectusFund. (ji) The Trust will use its best efforts to list the Shares on the New York Stock Exchange and comply with the rules and regulations of such exchange. (k) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares APS in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus. (j) No later than the Closing Date, the Underwriters will provide, and will cause any selling group member to whom they have sold APS to provide, the Auction Agent with a list of the record names of the persons to whom they have sold APS, the number of APS sold to each such person, and the number of APS they are holding as of the Closing Date; provided that in lieu of thereof, an Underwriter may provide the Auction Agent with a list indicating itself as the sole holder of all the APS sold by such Underwriter.

Agreements of the Parties. (a) If the registration statement relating to the Preferred Shares has not yet become effective, the Trust Fund will promptly file the Final Amendmenta further amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise the Representative Sales Manager when the Registration Statement or any amendment thereto has become effective. If it is necessary for a post-effective amendment to the Registration Statement, or a new registration statement under Rule 462(b) under the Securities Act, to be filed with the Commission and become effective before the Preferred Shares may be sold, the Fund will use its best efforts to cause such post-effective amendment or such further registration statement to be filed and become effective as soon as possible, and the Fund will advise you promptly and, if requested by you, will confirm such advice in writing, (i) when such post-effective amendment or such further registration statement has become effective. (b) During the period in which a prospectus relating to the Preferred Shares is required to be delivered under the Securities Act, the Fund will notify the Sales Manager promptly of the time when any subsequent amendment to the Registration Statement has become effective and or any subsequent supplement to the Prospectus contained therein omits certain information at the time has been filed and of effectiveness pursuant to Rule 430A of the Securities Act Rules, the Trust will file a 430A Prospectus pursuant to Rule 497(h) of the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust will file a Prospectus pursuant to Rule 497(b) or (j) of the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Trust will provide the Representatives satisfactory evidence of the filing. The Trust will not file with any request by the Commission for any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus or for additional information; the Fund will prepare and file with the Commission, promptly upon the Sales Manager’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Manager’s reasonable opinion based upon advice of counsel, may be necessary in connection with the sale of the Preferred Shares pursuant to this Sales Agreement; the Fund will not file any amendment or supplement to the Registration Statement or Prospectus (other than a supplement to the Prospectus that (i) relates solely to the issuance of securities other than Preferred Shares of the Fund and (ii) does not materially change the information about the Fund or its business, operations, properties or financial condition disclosed in the Registration Statement or Prospectus previously thereto (an “Excluded Supplement”)) unless a copy thereof has first been submitted to the Managing Representative Sales Manager a reasonable period of time before its the filing and the Managing Representative Sales Manager has not reasonably objected thereto; and it will notify the Sales Manager at the time of filing of any document that upon filing is deemed to it be incorporated by reference in writing the Registration Statement or Prospectus. The Fund will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 497 of the Securities Act Regulations or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the relevant securities laws, within a reasonable the time after receiving the copyperiod prescribed. (bc) For the period of three years one year from the date hereoffinal Settlement Date, the Trust Fund will advise the Representatives Sales Manager promptly (1i) of the issuance by the Commission of any order in respect of the Trust Fund or the Investment Adviser Adviser, which relates to the TrustFund, or which relates to any material arrangements or proposed material arrangements involving the Trust Fund or the Investment Adviser, (2ii) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the any suspension of the qualification of the Preferred Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3iii) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund, the Registration Statement, the Investment Company Act Notification, any Preliminary Prospectusthe Sales Materials, the Prospectus or to the transactions contemplated by this Underwriting Sales Agreement and (4iv) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the TrustFund, which relates in any material way to the Trust Fund or any material arrangements or proposed material arrangements involving the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (cd) If not delivered prior to the date of this Underwriting Sales Agreement, the Trust Fund will deliver to the RepresentativesSales Manager, without charge, a signed copy of the registration statement Registration Statement, the Exchange Act Registration Statement and the Investment Company Act Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (xi) one year from the date of this Underwriting Sales Agreement or (yii) the date on which the distribution of the Preferred Shares is completed) to either the Registration Statement, the Exchange Act Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (xii) one year from the date of this Underwriting Sales Agreement or (yiv) the date on which the distribution of the Preferred Shares is completed) (excluding exhibits) as the Representatives Sales Manager may reasonably request. 16. (de) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Representatives, the Underwriters Sales Manager and any dealers, at such office or offices as the Representatives Sales Manager may designate, as many copies of the Prospectus as the Representatives Sales Manager may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Sharesunder which they were made, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing RepresentativeSales Manager, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives will furnish to the Trust) to whom Shares may have been sold others if requested by the Underwriters, and to other dealers on requestSales Manager, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaserunder which they were made, be misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act, the Securities Act Rules and the Investment Company Act Rules. Delivery by the Underwriters Sales Manager of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 Article 5 hereof. The Fund shall also deliver copies of each such Prospectus and any supplement thereto to the NYSE in accordance with applicable rules and regulations under the Securities Act. (ef) The Trust Fund will make generally available to holders of the Trust's Fund’s securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date fallspracticable, an earnings statement, if applicable, satisfying the provisions of the last paragraph of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act Rules. (f) The Trust will take such actions as the Representatives reasonably request in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives reasonably designate; provided that the Trust shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdictionAct. (g) If the transactions contemplated by this Underwriting Agreement are consummated, the Trust The Fund shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust Fund under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 per Share)Sales Agreement, including but not limited to costs and expenses of or relating to to (1i) the preparation, printing and filing of the registration statement Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, the Prospectus and all amendments and supplements thereto, (2ii) the issuance of the Preferred Shares and the preparation and delivery of certificates certificates, if any, for the Preferred Shares, (3iii) the registration or qualification of the Preferred Shares for offer and sale under the securities or "“blue sky" ” laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters Sales Manager in that connection, and the preparation and printing of any preliminary and supplemental "“blue sky" ” memoranda, (4iv) the furnishing (including costs of design, production, shipping and mailing) to the Underwriters Sales Manager and dealers others of copies of each Preliminary Prospectus relating to the Preferred Shares, the sales materialsSales Materials, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (5v) the filing requirements of the National Association of Securities Dealers, Inc.FINRA, in connection with its review of the financing, including filing fees and the fees, disbursements and other charges of counsel for the Underwriters Sales Manager in that connection, (6vi) all transfer taxes, if any, with respect to the sale and delivery of the Shares to the UnderwritersPreferred Shares, (7vii) the listing of the Preferred Shares on the New York Stock Exchange, (8) the transfer agent for the Shares, NYSE and (9viii) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement of the costs and expenses of the Underwriters. To the extent the foregoing costs and expenses incident to the performance of the obligations of the Trust under this Underwriting Agreement exceed, in the aggregate, $0.03 per Share, Eatox Xxxxx xx an affiliate will pay all such excess costs and expensesTransfer Agent. (h) If the transactions contemplated by this Underwriting Sales Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Sales Agreement is terminated by (x) the Trust or the Investment Adviser pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (y) by the Representatives or the Underwriters Sales Manager because of any inability, failure or refusal on the part of the Trust Fund or the Investment Adviser to comply with any material terms of this Sales Agreement or because any of the Sales Manager conditions in Section 6 Article 5 are not satisfied, Eatox Xxxxx xx an affiliate and the Trust, jointly and severally, Fund will reimburse the Underwriters Sales Manager for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their its counsel) reasonably incurred by them it in connection with the proposed purchase issuance and sale of the Shares Preferred Shares, subject to Section 6(b)(iii) below and (2ii) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations pursuant to this Underwriting Agreement, will Sales Manager shall not be relieved of liability to the Trust and the Investment Adviser and the other Underwriters for damages occasioned by Fund if it breaches its defaultobligations pursuant to this Sales Agreement. (i) Without The Fund will not, directly or indirectly, offer or sell any Preferred Shares (other than the Preferred Shares to be sold pursuant to this Sales Agreement) or securities convertible into or exchangeable for, or any rights to purchase or acquire, Preferred Shares, during the period from the Applicable Time through the final Settlement Date for the sale of Preferred Shares hereunder without (i) giving the Sales Manager at least one business day prior written consent notice specifying the nature of the Representativesproposed sale and the date of such proposed sale and (ii) suspending activity under this program for such period of time, the Trust will not offerif any, sell or register with the Commission, or announce an offering of, any equity securities as may reasonably be determined by agreement of the Trust, within 180 days after Fund and the Effective Date, except for the Shares as described in the Prospectus and any issuances of Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust and except in connection with any offering of preferred shares of beneficial interest as contemplated by the ProspectusSales Manager. (j) The Trust Fund will use its best efforts to supplementally list the additional Preferred Shares on the New York Stock Exchange NYSE prior to the date the Preferred Shares are issued and comply with the rules and regulations of such exchange. (k) The Trust Fund will direct the investment of the net proceeds of the offering of the Preferred Shares in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus. (l) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than an Excluded Supplement), the Fund shall (unless (i) otherwise agreed to by the Sales Manager or (ii) the Fund is not then selling Preferred Shares through the Sales Manager and has not requested the Sales Manager to sell Preferred Shares) furnish or cause to be furnished to the Sales Manager forthwith a certificate dated the date of filing with the Commission of such amendment, supplement or other document, the date of effectiveness of amendment, as the case may be, in form satisfactory to the Sales Manager to the effect that the statements contained in the certificates referred to in Section 5(d) below that were last furnished to the Sales Manager are true and correct at the time of such amendment, supplement, filing, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement or the Prospectus as amended and supplemented to such time) or, in lieu of such certificates, certificates of the same tenor as the certificates referred to in said Section 5(d) below, modified as necessary to relate to the Registration Statement or the Prospectus as amended and supplemented to the time of delivery of such certificate. (i) Each time that the Registration Statement shall be amended by the filing of a post-effective amendment thereto; and (ii) at such other times, including the date hereof or the first Settlement Date, as may be reasonably requested by the Sales Manager, when the Prospectus is supplemented and/or any document or report is filed with the Commission or is incorporated by reference into the Registration Statement or the Prospectus, the Fund (unless (i) otherwise agreed to by the Sales Manager or (ii) the Fund is neither selling Preferred Shares through the Sales Manager nor has requested the Sales Manager to sell Preferred Shares) shall furnish or cause to be furnished forthwith to the Sales Manager and to the Sales Manager’s counsel a written opinion of counsel to the Fund (“Fund Counsel”), dated the date of filing with the Commission of such amendment, supplement or other document and the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to the Sales Manager, of the same tenor as the opinion referred to in Section 5(e) below, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion. (n) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than an Excluded Supplement) to include additional financial information, the Fund shall (unless (i) otherwise agreed to by the Sales Manager or (ii) the Fund is not then selling Preferred Shares through the Sales Manager and has not requested the Sales Manager to sell Preferred Shares) cause the independent registered public accounting firm then retained by the Fund, forthwith to furnish to the Sales Manager a letter, dated the date of effectiveness of such amendment, or the date of filing of such supplement or other document with the Commission, as the case may be, in form satisfactory to the Sales Manager, of the same tenor as the letter referred to in Section 5(g) below but modified to relate to the Registration Statement or the Prospectus, as amended and supplemented to the date of such letter.

Agreements of the Parties. (a) If the registration statement relating to the Shares APS has not yet become effective, the Trust Fund will promptly file the any Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise UBS Warburg LLC (the Representative "Managing Representative") when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of under the Securities Act RulesAct, the Trust Fund will file a 430A Prospectus prospectus pursuant to Rule 497(h) of under the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares APS or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus prospectus pursuant to Rule 497(b) or (ja certification pursuant to Rule 497(j) of under the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares APS after the Effective Date. In either case, the Trust Fund will provide the Representatives you satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares APS is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Representatives Managing Representative promptly (1) of the issuance by the Commission of any order in respect of the Trust Fund, the Investment Manager or the Investment Adviser Portfolio Manager which relates to the TrustFund, or which relates to any material arrangements or proposed material arrangements involving the Trust Fund, the Investment Manager or the Investment AdviserPortfolio Manager, (2) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the any suspension of the qualification of the Shares APS for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4) of the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the TrustFund, which relates in any material way to the Trust Fund or any material arrangements or proposed material arrangements involving the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the RepresentativesManaging Representative, without charge, a signed copy of the registration statement Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares APS is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares APS is completed) (excluding exhibits) as the Representatives Managing Representative may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Representativesyou, the Underwriters and any dealers, at such office or offices as the Representatives you may designate, as many copies of the Prospectus as the Representatives you may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Sharesunder which they were made, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives Managing Representative will furnish to the TrustFund) to whom Shares APS may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaserunder which they were made, be misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act; provided that if the amendment or supplement is required exclusively as a result of a misstatement in or omission from the information provided to the Fund in writing by the Underwriters expressly for use in the Prospectus, the Securities Act Rules Fund may deliver such amendment or supplement to the Underwriters and dealers at a reasonable charge not to exceed the Investment Company Act Rulesactual cost thereof to the Fund. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the TrustFund's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement, if applicable, satisfying the provisions of the last paragraph of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act RulesAct. (f) The Trust Fund will take such actions as pay or cause to be paid the Representatives reasonably request in order to qualify following: (i) the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives reasonably designate; provided that the Trust shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummatedfees, the Trust shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 per Share), including but not limited to costs disbursements and expenses of or relating to (1) the Fund's counsel and accountants in connection with the registration of the APS and all other expenses in connection with the preparation, printing and filing of the registration statement Registration Statement, any Preliminary Prospectus and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2) the issuance of the Shares thereto and the preparation mailing and delivery delivering of certificates for the Shares, (3) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of preliminary and supplemental "blue sky" memoranda, (4) the furnishing (including costs of design, production, shipping and mailing) copies thereof to the Underwriters and dealers dealers; (ii) the cost of copies of each Preliminary Prospectus relating to the Shares, the sales materials, the Prospectus, printing or reproducing this Underwriting Agreement and all amendments or supplements to the Prospectus, and of the any other documents required by this Section to be so furnished, (5) the filing requirements of the National Association of Securities Dealers, Inc., in connection with its review of the financingoffering, including filing fees and the feespurchase, disbursements and other charges of counsel for the Underwriters in that connection, (6) all transfer taxes, if any, with respect to the sale and delivery of the Shares to APS (including advertising expenses of the Underwriters, if any); (7iii) the listing cost of preparing share certificates; (iv) the expenses (including, but not limited to, travel, hotels and other accommodations) incurred by the Fund's directors, officers, employees and other personnel in connection with meetings held with registered brokers in connection with the offering of the Shares on APS, the New York Stock Exchange, (8) preparing to market and the transfer agent for the Shares, and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement marketing of the costs APS; (v) any fees charged by securities rating services for rating the APS; (vi) the fees and expenses of the Underwriters. To DTC and its nominee, the extent Custodian and the foregoing Auction Agent; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the obligations of the Trust under this Underwriting Agreement exceed, in the aggregate, $0.03 per Share, Eatox Xxxxx xx an affiliate Underwriters will pay all such excess of their own costs and expenses, including the fees of their counsel and stock transfer taxes, if any, on resale of any of the APS by them, except any advertising expenses connected with any offers they may make. (hg) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Agreement is terminated by (xA) the Trust Fund or the Investment Adviser Manager pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (yB) by the Representatives you or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund or the Investment Adviser Manager to comply with any material terms or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx the Investment Manager or an affiliate and the TrustFund, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares APS and (2ii) no Underwriter who has failed or refused to purchase the Shares APS agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust and Fund, the Investment Adviser Manager and the other Underwriters for damages occasioned by its default. (ih) Without the prior written consent of the RepresentativesManaging Representative, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the Effective Date, except for the Shares APS as described in the Prospectus and any issuances issuance of Common Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust and except in connection with any offering of preferred shares of beneficial interest as contemplated by the ProspectusFund. (ji) The Trust will use its best efforts to list the Shares on the New York Stock Exchange and comply with the rules and regulations of such exchange. (k) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares APS in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus. (j) No later than the Closing Date, the Underwriters will provide, and will cause any selling group member to whom they have sold APS to provide, the Auction Agent with a list of the record names of the persons to whom they have sold APS, the number of APS sold to each such person, and the number of APS they are holding as of the Closing Date; provided that in lieu of thereof, an Underwriter may provide the Auction Agent with a list indicating itself as the sole holder of all the APS sold by such Underwriter.

Agreements of the Parties. (a) If the registration statement Registration Statement relating to the Shares has not yet become effective, the Trust Fund will promptly file the Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement Registration Statement to become effective and, as soon as the Trust Fund is advised, will advise the Managing Representative when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of under the Securities Act RulesAct, the Trust Fund will file a 430A Prospectus pursuant to Rule 497(h) of under the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus pursuant to Rule 497(b) or (j) of under the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Trust Fund will provide the Representatives you satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Representatives Managing Representative promptly (1) of the issuance by the Commission of any order in respect of the Trust Fund or the Investment Adviser or which relates to the Trust, or which relates to any material arrangements or proposed material arrangements involving offering of the Trust or the Investment AdviserShares, (2) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the Trustoffering of the Shares, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the Trust, which relates in any material way to offering of the Trust or any material arrangements or proposed material arrangements involving Shares by the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the RepresentativesManaging Representative, without charge, a signed copy of the registration statement Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) (excluding exhibits) as the Representatives Managing Representative may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Representativesyou, the Underwriters and any dealers, at such office or offices as the Representatives you may designate, as many copies of the Prospectus as the Representatives you may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Shares, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives Managing Representative will furnish to the TrustFund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaser, be misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act, the Securities Act Rules and the Investment Company Act Rules. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the TrustFund's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement, if applicable, satisfying the provisions of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act RulesAct. (f) The Trust Fund will take such actions as the Representatives Managing Representative reasonably request requests in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives Managing Representative reasonably designatedesignates; provided that the Trust Fund shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummated, the Trust Fund shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust Fund under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 0.05 per Share), including but not limited to costs and expenses of or relating to to (1) the preparation, printing and filing of the registration statement Registration Statement and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2) the issuance of the Shares and the preparation and delivery of certificates for the Shares, (3) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of any preliminary and supplemental "blue sky" memoranda, (4) the furnishing (including costs of design, production, shipping and mailing) to the Underwriters and dealers of copies of each Preliminary Prospectus relating to the Shares, the sales materials, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (5) the filing requirements of the National Association of Securities Dealers, Inc.NASD, in connection with its review of the financing, including filing fees and the fees, disbursements and other charges of counsel for the Underwriters in that connection, (6) all transfer taxes, if any, with respect to the sale and delivery of the Shares to the Underwriters, (7) the listing of the Shares on the New York Stock Exchange, and (8) the transfer agent for the Shares, and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement of the costs and expenses of the Underwriters. To the extent the foregoing costs and expenses incident to the performance of the obligations of the Trust Fund under this Underwriting Agreement exceed, in the aggregate, $0.03 0.05 per Share, Eatox Xxxxx xx Xxxx Xxxxxxx Advisers or an affiliate will pay all such excess costs and expenses. (h) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Agreement is terminated by (xA) the Trust Fund or the Investment Adviser pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (yB) by the Representatives you or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund or the Investment Adviser to comply with any material terms or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx Xxxx Xxxxxxx Advisers or an affiliate and the TrustFund, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares and (2ii) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust Fund and the Investment Adviser and the other Underwriters for damages occasioned by its default. (i) Without the prior written consent of the RepresentativesManaging Representative, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the Effective Date, except for the Shares as described in the Prospectus and any issuances of Common Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust Dividend Reinvestment Plan and except in connection with any offering of preferred shares of beneficial interest as contemplated by the Prospectus. (j) The Trust Fund will use its best efforts to list the Shares on the New York Stock Exchange and comply with the rules and regulations of such exchange. (k) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus.

Agreements of the Parties. (a) If the registration statement Registration Statement relating to the Shares has not yet become effective, the Trust Fund will promptly file the Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement Registration Statement to become effective and, as soon as the Trust Fund is advised, will advise the Managing Representative when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of under the Securities Act RulesAct, the Trust Fund will file a 430A Prospectus pursuant to Rule 497(h) of under the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus pursuant to Rule 497(b) or (j) of under the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Trust Fund will provide the Representatives you satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Representatives Managing Representative promptly (1) of the issuance by the Commission of any order in respect of the Trust Fund or the Investment Adviser or which relates to the Trust, or which relates to any material arrangements or proposed material arrangements involving offering of the Trust or the Investment AdviserShares, (2) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the Trustoffering of the Shares, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the Trust, which relates in any material way to offering of the Trust or any material arrangements or proposed material arrangements involving Shares by the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the RepresentativesManaging Representative, without charge, a signed copy of the registration statement Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) (excluding exhibits) as the Representatives Managing Representative may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Representativesyou, the Underwriters and any dealers, at such office or offices as the Representatives you may designate, as many copies of the Prospectus as the Representatives you may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Shares, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives Managing Representative will furnish to the TrustFund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaser, be misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act, the Securities Act Rules and the Investment Company Act Rules. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the TrustFund's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement, if applicable, satisfying the provisions of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act RulesAct. (f) The Trust Fund will take such actions as the Representatives Managing Representative reasonably request requests in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives Managing Representative reasonably designatedesignates; provided that the Trust Fund shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummated, the Trust Fund shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust Fund under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 0.04 per Share), including but not limited to costs and expenses of or relating to to (1) the preparation, printing and filing of the registration statement Registration Statement and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2) the issuance of the Shares and the preparation and delivery of certificates for the Shares, (3) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of any preliminary and supplemental "blue sky" memoranda, (4) the furnishing (including costs of design, production, shipping and mailing) to the Underwriters and dealers of copies of each Preliminary Prospectus relating to the Shares, the sales materials, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (5) the filing requirements of the National Association of Securities Dealers, Inc.NASD, in connection with its review of the financing, including filing fees and the fees, disbursements and other charges of counsel for the Underwriters in that connection, (6) all transfer taxes, if any, with respect to the sale and delivery of the Shares to the Underwriters, (7) the listing of the Shares on the New York Stock Exchange, Exchange and (8) the transfer agent for the Shares, and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement of the costs and expenses of the Underwriters. To the extent the foregoing costs and expenses incident to the performance of the obligations of the Trust Fund under this Underwriting Agreement exceed, in the aggregate, $0.03 0.04 per Share, Eatox Xxxxx John Hancock Advixxxx xx an affiliate xx xffiliate will pay all such excess costs and expenses. (h) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Agreement is terminated by (xA) the Trust Fund or the Investment Adviser pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (yB) by the Representatives you or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund or the Investment Adviser to comply with any material terms or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx John Hancock Adxxxxrs xx an xx affiliate and the TrustFund, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares and (2ii) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust Fund and the Investment Adviser and the other Underwriters for damages occasioned by its default. (i) Without the prior written consent of the RepresentativesManaging Representative, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the Effective Date, except for the Shares as described in the Prospectus and any issuances of Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust Dividend Reinvestment Plan and except in connection with any offering of preferred shares of beneficial interest as contemplated by the Prospectus. (j) The Trust Fund will use its best efforts to list the Shares on the New York Stock Exchange and comply with the rules and regulations of such exchange. (k) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus.

Agreements of the Parties. (a) If the registration statement relating to the Shares has not yet become effective, the Trust Fund will promptly file the a Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise the Managing Representative when the Registration Statement or any amendment thereto has become effective. If it is necessary for a post-effective amendment to the Registration Statement, or a Registration Statement under Rule 462(b) under the Securities Act, to be filed with the Commission and become effective before the Shares may be sold, the Fund will use its best efforts to cause such post-effective amendment or such Registration Statement to be filed and become effective as soon as possible, and the Fund will advise the Managing Representative promptly and, if requested by the Managing Representative, will confirm such advice in writing, (i) when such post-effective amendment or such Registration Statement has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of under the Securities Act RulesAct, the Trust Fund will file a 430A Prospectus pursuant to Rule 497(h) of under the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective DateTime. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus pursuant to Rule 497(b) or (ja certification pursuant to Rule 497(j) of under the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date Time or the commencement of the public offering of the Shares after the Effective DateTime. In either case, the Trust Fund will provide the Representatives Managing Representative satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Representatives Managing Representative promptly (1i) of the issuance by the Commission of any order in respect of the Trust Fund, the Adviser or the Investment Adviser Subadviser, which relates to the Trust, or which relates to any material arrangements or proposed material arrangements involving offering of the Trust or the Investment AdviserShares, (2ii) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the any suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3iii) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund, the Registration Statement, the Notification, any Preliminary Prospectus, the Sales Materials, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4iv) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the Trust, which relates in any material way to offering of the Trust or any material arrangements or proposed material arrangements involving Shares by the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the RepresentativesManaging Representative, without charge, a signed copy of the registration statement Registration Statement, the Exchange Act Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) to either the Registration Statement, the Exchange Act Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) (excluding exhibits) as the Representatives Managing Representative may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Representatives, the Underwriters and any dealers, at such office or offices as the Representatives may designate, as many copies of the Prospectus as the Representatives may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Sharesunder which they were made, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives Managing Representative will furnish to the TrustFund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaserunder which they were made, be misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act, the Securities Act Rules and the Investment Company Act Rules. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the TrustFund's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the date of the Effective Date Time falls, an earnings statement, if applicable, satisfying the provisions of the last paragraph of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act RulesAct. (f) The Trust will take such actions as the Representatives reasonably request in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives reasonably designate; provided that the Trust shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummated, the Trust Fund shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust Fund under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 0.05 per Share), including but not limited to costs and expenses of or relating to to (1i) the preparation, printing and filing of the registration statement Registration Statement and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2ii) the issuance of the Shares and the preparation and delivery of certificates for the Shares, (3iii) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of any preliminary and supplemental "blue sky" memoranda, (4iv) the furnishing (including costs of design, production, shipping and mailing) to the Underwriters and dealers of copies of each Preliminary Prospectus relating to the Shares, the sales materialsSales Materials, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (5v) the filing requirements of the National Association of Securities Dealers, Inc.NASD, in connection with its review of the financing, including filing fees and the fees, disbursements and other charges of counsel for the Underwriters in that connection, (6vi) all transfer taxes, if any, with respect to the sale and delivery of the Shares to the Underwriters, (7vii) the listing of the Shares on the New York American Stock Exchange, Exchange and (8) viii) the transfer agent for the Shares, and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement of the costs and expenses of the Underwriters. To the extent the foregoing costs and expenses incident to the performance of the obligations of the Trust Fund under this Underwriting Agreement exceed, in the aggregate, $0.03 0.05 per Share, Eatox Xxxxx xx the Adviser or an affiliate will pay all such excess costs and expenses. The Fund, the Adviser and the Subadviser may otherwise agree among themselves as to the payment of the foregoing expenses, whether or not the transactions contemplated by this Underwriting Agreement are consummated, provided, however, that in no event shall the Underwriters be obligated to pay any of the foregoing expenses. (hg) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Agreement is terminated by (x) the Trust Fund, the Adviser or the Investment Adviser Subadviser pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (y) by the Representatives or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund, the Adviser or the Investment Adviser Subadviser to comply with any material terms of this Underwriting Agreement or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx an affiliate the Adviser, the Subadviser or such Adviser's affiliates and the TrustFund, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares and (2ii) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust and Fund, the Investment Adviser Adviser, the Subadviser and the other Underwriters for damages occasioned by its default. (ih) Without the prior written consent of the RepresentativesManaging Representative, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the date of the Effective DateTime, except for the Shares as described in the Prospectus and any issuances of Common Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust Dividend Reinvestment Plan and except in connection with any offering of preferred shares of beneficial interest as contemplated by the Prospectus. (ji) The Trust Fund will use its best efforts to list the Shares on the New York American Stock Exchange prior to the date the Shares are issued and comply with the rules and regulations of such exchange. (kj) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus.

Agreements of the Parties. (a) If the registration statement relating it is necessary for a post-effective amendment to the Registration Statement, or a Registration Statement under Rule 462(b) under the Securities Act, to be filed with the Commission and become effective before the Shares has not yet become effectivemay be sold, the Trust will promptly file the Final Amendment, if not previously filed, with the Commission, and Fund will use its best efforts to cause such registration statement post-effective amendment or such Registration Statement to be filed and become effective and, as soon as possible, and the Trust is advised, Fund will advise the Representative Managing Representatives promptly and, if requested by the Managing Representatives, will confirm such advice in writing, when the such post-effective amendment or such Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of under the Securities Act RulesAct, the Trust Fund will file a 430A Prospectus pursuant to Rule 497(h) of under the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective DateTime. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus pursuant to Rule 497(b497(c) or (ja certification pursuant to Rule 497(j) of under the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date Time or the commencement of the public offering of the Shares after the Effective DateTime. In either case, the Trust Fund will provide the Managing Representatives satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 seeking an effective date after the later of (xi) one year from the date of this Underwriting Agreement or (yii) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative Representatives a reasonable time before its filing and the Managing Representative Representatives has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Managing Representatives promptly (1i) of the issuance by the Commission of any order in respect of the Trust Fund, or in respect of the Investment Adviser Advisers, which relates to the Trust, or which relates to any material arrangements or proposed material arrangements involving Fund and could materially affect the Trust or ability of the Investment AdviserAdvisers to perform their obligations to the Fund, (2ii) of the initiation or threatening in writing of any proceedings for, or receipt by the Trust Fund of any written notice with respect to, the any suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3iii) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund (other than communications with respect to an offering of preferred shares of beneficial interest), the Registration Statement, the Notification, any Preliminary the Pricing Prospectus, the Sales Materials, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4iv) the issuance by any federal, state, local, or foreign court, or governmental or regulatory bodyagency, commission, board, authority or body or with any self-regulatory organization, administrative agency or agency, other non-governmental agency or bodyregulatory authority, whether foreign or domestic, of any order, ruling or decree, or the threat in writing to initiate any proceedings with respect thereto, regarding the TrustFund, which relates in any material way to the Trust Fund or any material arrangements or proposed material arrangements involving the TrustFund. The Trust Fund will make every reasonable use its best effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possiblepracticable. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the Managing Representatives, without charge, a signed copy of the registration statement Registration Statement, the Exchange Act Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (xi) one year from the date of this Underwriting Agreement or (yii) the date on which the distribution of the Shares is completed) to either the Registration Statement, the Exchange Act Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (xi) one year from the date of this Underwriting Agreement or (yii) the date on which the distribution of the Shares is completed) (excluding exhibits) ), in each case as the Managing Representatives may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Managing Representatives, the Underwriters and any dealers, at such office or offices as the Managing Representatives may designate, as many copies of the Prospectus as the Managing Representatives may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements any statement of material fact therein, in the light of the circumstances existing when such Prospectus is delivered to a purchaser of Sharesunder which they were made, not misleading in any material respectmisleading, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, the Investment Company Act, the Securities Act Rules or the Investment Company Act Rulesin all material respects, the Trust Fund promptly will prepare, submit to the Managing RepresentativeRepresentatives, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Managing Representatives will furnish to the TrustFund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the any statements in such Prospectus, as so amended or supplemented, will not, in the light of the circumstances existing when such Prospectus is delivered under which they were made, contain an untrue statement of a material fact or omit to state a purchaser, material fact required to be stated therein or necessary to make the statements therein not misleading in any material respect and will comply with the Securities Act, the Investment Company Act, the Securities Act Rules and the Investment Company Act Rulesin all material respects. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the Trust's Fund’s securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the date of the Effective Date Time falls, an earnings statement, if applicable, satisfying the provisions of the last paragraph of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act RulesAct. (f) The Trust will take such actions as the Representatives reasonably request in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives reasonably designate; provided that the Trust shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummated, the Trust Fund shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust Fund under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 0.050 per Share), including but not limited to costs and expenses of or relating to to (1i) the preparation, printing and filing of the registration statement Registration Statement and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2ii) the issuance of the Shares and the preparation and delivery of certificates certificates, if any, for the Shares, (3iii) the fees and disbursements of the Fund’s counsel, accountants and other advisers, (iv) the registration or qualification of the Shares Shares, if required, for offer and sale under the securities or "“blue sky" ” laws of the jurisdictions referred to in the foregoing paragraphapplicable jurisdictions, including the fees and disbursements disbursements, if any, of counsel for the Underwriters in that connection, and the preparation and printing of any preliminary and supplemental "“blue sky" ” memoranda, (4v) the furnishing (including costs of design, production, shipping and mailing) to the Underwriters and dealers of copies of each Preliminary the Pricing Prospectus relating to the Shares, the sales materialsSales Materials, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (5vi) the filing requirements of the National Association of Securities Dealers, Inc.FINRA, in connection with its review of the financingunderwriting arrangements and the Sales Materials, including filing fees and the fees, disbursements and other charges of paid by counsel for the Underwriters in that connection, (6vii) all transfer taxes, if any, with respect to the sale and delivery of the Shares by the Fund to the Underwriters, (7viii) the listing of the Shares on the New York Stock Exchange, NYSE and (8) ix) the transfer agent for the Shares; provided that (i) the Fund, the Investment Advisers and (9) in addition each Underwriter shall pay its own costs and expenses relating to the foregoingattendance at any road show or other informational meeting relating to the Fund, an aggregate reimbursement of up to [ ] as partial reimbursement of (ii) each Underwriter shall pay the costs and expenses of any internal promotional or informational materials relating to the UnderwritersFund, other than the Sales Materials, prepared by such Underwriter in connection with the offering of the Shares, (iii) the Underwriters shall pay the costs and expenses of any “tombstone” announcements relating to the offering of the Shares and (iv) except as expressly provided in this Section 5(f), the Underwriters shall pay their own costs and expenses, including fees and disbursements of their counsel. To the extent the foregoing costs and expenses incident to the performance of the obligations of the Trust Fund under this Underwriting Agreement exceed, in the aggregate, $0.03 0.050 per ShareShare (the “Offering Cost Limitation”), Eatox Xxxxx xx the Adviser or an affiliate will pay all such excess costs and expenses. The Fund will reimburse Guggenheim Funds Distributors, LLC for expenses incurred in connection with its distribution assistance in connection with the sale of the Shares in an amount equal to the lesser of (y) 0.15% of the aggregate public offering price of the Shares and (z) the amount by which the Offering Cost Limitation exceeds the actual offering costs of the Fund, or, if the actual offering costs of the Fund are equal to or greater than the Offering Cost Limitation, zero. The Fund will have no liability to Guggenheim Funds Distributors, LLC to the extent that the transactions contemplated by this Underwriting Agreement are not consummated; however, for the avoidance of doubt, accountable expenses actually incurred pursuant to the terms of the Underwriting Agreement may be payable to Guggenheim Funds Distributors, LLC. The Fund and the Investment Advisers may otherwise agree among themselves that the Investment Advisers may pay any of the foregoing expenses, whether or not the transactions contemplated by this Underwriting Agreement are consummated, provided, however, that in no event shall the Underwriters be obligated to pay any expenses intended to be borne by the Fund or the Investment Advisers as provided above. (hg) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Agreement is terminated by (xA) the Trust Fund or the an Investment Adviser pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (yB) by the Representatives or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund or the Investment Adviser Advisers to comply with any material terms of this Underwriting Agreement or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx an affiliate the Investment Advisers and the TrustFund, jointly and severally, will reimburse the Underwriters for all accountable out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares (provided, however, that the Fund and the Investment Advisers shall not be liable for any loss of anticipated profits or speculative or consequential or similar damages for such termination) and (2ii) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust and Fund, the Investment Adviser Advisers and the other Underwriters for damages occasioned by its default. (ih) Without the prior written consent of the Managing Representatives, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the date of the Effective DateTime, except for the Shares as described in the Prospectus and any issuances issuance of Common Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust and except in connection with any offering of preferred shares of beneficial interest as contemplated by the ProspectusDividend Reinvestment Plan. (ji) The Trust Fund will (i) use its best commercially reasonable efforts to list cause the Shares to be listed on the New York Stock Exchange NYSE prior to the date the Shares are issued, subject only to official notice of the issuance thereof, and (ii) comply in all material respects with the rules and regulations of such exchange. (kj) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus.

Agreements of the Parties. (a) If the registration statement relating to the Shares has not yet become effective, the Trust Fund will promptly file the Final Amendmenta final amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise the Representative Managing Representatives when the Registration Statement or any amendment thereto has become effective. If it is necessary for a post-effective amendment to the Registration Statement, or a Registration Statement under Rule 462(b) under the Securities Act, to be filed with the Commission and become effective before the Shares may be sold, the Fund will cause such post-effective amendment or such Registration Statement to be filed and become effective as soon as possible, and the Fund will advise the Managing Representatives promptly and, if requested by the Managing Representatives, will confirm such advice in writing, when such post-effective amendment or such Registration Statement has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of under the Securities Act RulesAct, the Trust Fund will file a 430A Prospectus pursuant to Rule 497(h) of under the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective DateTime. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus pursuant to Rule 497(b) or (ja certification pursuant to Rule 497(j) of under the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date Time or the commencement of the public offering of the Shares after the Effective DateTime. In either case, the Trust Fund will provide the Managing Representatives satisfactory evidence of the filing. The Trust will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after Until the later of (xi) one year from the date of this Underwriting Agreement or (yii) the date on which the distribution of the Shares is completed) or supplement , the Fund will give the Managing Representatives notice of its intention to file any amendment to the Registration Statement or any amendment, supplement or revision to either the Prospectus unless a copy has first been submitted prospectus included in the Registration Statement at the Effective Time or to the Prospectus, whether pursuant to the Securities Act or otherwise, and will furnish the Managing Representative Representatives with copies of any such documents within a reasonable amount of time before its prior to such proposed filing and will not file any such document to which the Managing Representative has not Representatives shall have objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years one year from the date hereof, the Trust Fund will advise the Managing Representatives promptly (1i) of the issuance by the Commission of any order in respect of the Trust Fund, or in respect of the Investment Advisor or the Investment Adviser Sub-Advisor, which relates to the Trust, or which relates to any material arrangements or proposed material arrangements involving Fund and could materially affect the Trust ability of the Investment Advisor or the Sub-Advisor, as applicable, to perform its respective obligations to the Fund under the Investment AdviserManagement Agreement or the Sub-Advisory Agreement, as applicable, (2ii) of the initiation or threatening in writing of any proceedings for, or receipt by the Trust Fund of any written notice with respect to, the any suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, and (3iii) of receipt by the TrustFund, or any representative or attorney of the TrustFund, or the Advisors, of any other communication from the Commission relating in any material way to the TrustFund (other than communications with respect to an offering of preferred shares of beneficial interest), the Registration Statement, the Notification, any Preliminary Prospectus, the Sales Materials, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the Trust, which relates in any material way to the Trust or any material arrangements or proposed material arrangements involving the TrustAgreement. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possiblepracticable. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the Managing Representatives, without charge, a signed copy of the registration statement Registration Statement, the Exchange Act Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (xi) one year from the date of this Underwriting Agreement or (yii) the date on which the distribution of the Shares is completed) to either the Registration Statement, the Exchange Act Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (xi) one year from the date of this Underwriting Agreement or (yii) the date on which the distribution of the Shares is completed) (excluding exhibits) as the Managing Representatives may reasonably request. 16request during the time period referenced in the immediately preceding parenthetical. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Managing Representatives, the Underwriters and any dealers, at such office or offices as the Managing Representatives may designate, as many copies of the Prospectus as the Managing Representatives may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the any statements therein, in light of the circumstances existing when such Prospectus at the time it is delivered to a purchaser of Sharespurchaser, not misleading in any material respectmisleading, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act RulesFund promptly will, the Trust promptly will subject to Section 5(a), prepare, submit to the Managing RepresentativeRepresentatives, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Managing Representatives will furnish to the TrustFund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, such amendments or supplements to the Prospectus either so that the any statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus at the time it is delivered to a purchaser, be misleading in any material respect misleading, or so that the Prospectus as so amended and supplemented will comply with the Securities Act, Act and the Investment Company Act, the Securities Act Rules and the Investment Company Act Rules. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the Trust's Fund’s securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date fallspracticable, an earnings statement, if applicable, satisfying the provisions of the last paragraph of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act RulesAct. (f) The Trust will take such actions as the Representatives reasonably request in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives reasonably designate; provided that the Trust shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummated, the Trust Fund shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust Fund under this Underwriting Agreement (to the extent such expenses (other than sales load) do not, in the aggregate, exceed $0.03 [ ] per Share), including but not limited to costs and expenses of or relating to to (1i) the preparation, printing and filing of the registration statement Registration Statement and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2ii) the issuance of the Shares and the preparation and delivery of certificates or evidence of book-entry notation for the Shares, (3iii) the registration or qualification of the Shares for offer and sale under the state securities or "“blue sky" ” laws of the jurisdictions referred to in the foregoing paragraphany applicable jurisdictions, including the fees and disbursements disbursements, if any, of counsel for the Underwriters in that connection, and the preparation and printing of any preliminary and supplemental "“blue sky" ” memoranda, (4iv) the furnishing (including costs of design, production, shipping and mailing) to the Underwriters and dealers of copies of each Preliminary Prospectus relating to the Shares, the sales materialsSales Materials, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (5v) the filing requirements of the National Association of Securities Dealers, Inc.FINRA, in connection with its review of the financingunderwriting arrangements and the Sales Materials, including filing fees and the fees, disbursements and other charges of paid by counsel for the Underwriters in that connection, (6vi) all transfer taxes, if any, with respect to the sale and delivery of the Shares by the Fund to the Underwriters, (7vii) the listing of the Shares on the New York Stock Exchange, NYSE and (8) viii) the transfer agent for the Shares; provided that (i) the Fund, the Investment Advisor, the Sub-Advisor and (9) in addition each Underwriter shall pay its own costs and expenses relating to the foregoingattendance at any road show or other informational meeting relating to the Fund, an aggregate reimbursement of up to [ ] as partial reimbursement of (ii) each Underwriter shall pay the costs and expenses of any internal promotional or informational materials relating to the UnderwritersFund, other than the Sales Materials, prepared by such Underwriter in connection with the offering of the Shares, (iii) the Underwriters shall pay the costs and expenses of any “tombstone” announcements relating to the offering of the Shares and (iv) except as expressly provided in this Section 5(f), the Underwriters shall pay their own costs and expenses, including fees and disbursements of their counsel. To the extent the foregoing costs and expenses incident to the performance of the obligations of the Trust Fund under this Underwriting Agreement exceed, in the aggregate, $0.03 0.05 per Share, Eatox Xxxxx xx the Investment Advisor or an affiliate will pay all such excess costs and expenses. The Fund, the Investment Advisor and the Sub-Advisor may otherwise agree among themselves as to the payment of the foregoing expenses, whether or not the transactions contemplated by this Underwriting Agreement are consummated, provided, however, that in no event shall the Underwriters be obligated to pay any expenses intended to be borne by the Fund or the Investment Advisor as provided above. (hg) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Agreement is terminated by (xA) the Trust Fund, the Investment Advisor or the Investment Adviser Sub-Advisor pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 7 hereof) or (yB) by the Managing Representatives or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund, the Investment Advisor or the Investment Adviser Sub-Advisor to comply with any material terms of this Underwriting Agreement or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx an affiliate the Investment Advisor, the Sub-Advisor or such Advisor’s affiliates and the TrustFund, jointly and severally, will reimburse the Underwriters for all accountable out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares (provided, however, that the Fund, the Investment Advisor and the Sub-Advisor shall not be liable for any loss of anticipated profits or speculative or consequential or similar damages for such termination) and (2ii) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust and Fund, the Investment Adviser Advisor, the Sub-Advisor and the other Underwriters for damages occasioned by its default. (ih) Without the prior written consent of the Managing Representatives, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the Effective Datedate of the Applicable Time, except for the Shares as described in the Prospectus and any issuances of Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust and except in connection with any offering of preferred shares of beneficial interest as contemplated by the Prospectus. (ji) The Trust Fund will use its best efforts to list cause the Shares to be listed on the New York Stock Exchange NYSE prior to the date the Shares are issued, subject only to official notice of the issuance thereof, and comply in all material respects with the rules and regulations of such exchange. (kj) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply accordance with the investment objective objectives and policies of the Trust Fund as described in the Prospectus. (k) The Fund will use its reasonable efforts to maintain the Fund’s qualification as a regulated investment company under Subchapter M of the Code.

Agreements of the Parties. (a) If the registration statement relating to the Shares has not yet become effective, the Trust Fund will promptly file the a Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise the Managing Representative when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of under the Securities Act RulesAct, the Trust Fund will file a 430A Prospectus pursuant to Rule 497(h) of under the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus pursuant to Rule 497(b) or (ja certification pursuant to Rule 497(j) of under the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Trust Fund will provide the Representatives Managing Representative satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years one year from the date hereof, the Trust Fund will advise the Representatives Managing Representative promptly (1i) of the issuance by the Commission of any order in respect of the Trust Fund, the Investment Manager or the Investment Adviser Subadvisor, which relates to the TrustFund, or which relates to any material arrangements or proposed material arrangements involving the Trust Fund, the Investment Manager or the Investment AdviserSubadvisor, (2ii) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the any suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3iii) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4iv) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the TrustFund, which relates in any material way to the Trust Fund or any material arrangements or proposed material arrangements involving the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the RepresentativesManaging Representative, without charge, a signed copy of the registration statement Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) (excluding exhibits) as the Representatives Managing Representative may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Representatives, the Underwriters and any dealers, at such office or offices as the Representatives may designate, as many copies of the Prospectus as the Representatives may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Sharesunder which they were made, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives Managing Representative will furnish to the TrustFund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaserunder which they were made, be misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act, the Securities Act Rules and the Investment Company Act Rules. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the TrustFund's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement, if applicable, satisfying the provisions of the last paragraph of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act RulesAct. (f) The Trust will take such actions as the Representatives reasonably request in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives reasonably designate; provided that the Trust shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummated, the Trust Fund shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust Fund under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 0.04 per Share), including but not limited to costs and expenses of or relating to to (1i) the preparation, printing and filing of the registration statement Registration Statement and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2ii) the issuance of the Shares and the preparation and delivery of certificates for the Shares, (3iii) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of any preliminary and supplemental "blue sky" memoranda, (4iv) the furnishing (including costs of design, production, shipping and mailing) to the Underwriters and dealers of copies of each Preliminary Prospectus relating to the Shares, the sales materials, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (5v) the filing requirements of the National Association of Securities Dealers, Inc.NASD, in connection with its review of the financing, including filing fees fees, and the fees, disbursements and other charges of counsel for the Underwriters in that connection, (6vi) all transfer taxes, if any, with respect to the sale and delivery of the Shares to the Underwriters, (7vii) the listing of the Shares on the New York Stock Exchange, Exchange and (8) viii) the transfer agent for the Shares, and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement of the costs and expenses of the Underwriters. To the extent the foregoing costs and expenses incident to the performance of the obligations of the Trust Fund under this Underwriting Agreement exceed, in the aggregate, $0.03 0.04 per Share, Eatox Xxxxx xx an affiliate the Investment Manager will pay all such excess costs and expenses. The Fund, the Investment Manager and the Subadvisor may otherwise agree among themselves as to the payment of the foregoing expenses, whether or not the transactions contemplated by this Underwriting Agreement are consummated, provided, however, that in no event shall the Underwriters be obligated to pay any of the foregoing expenses. The Investment Manager has agreed to pay all organizational expenses and offering costs (other than sales load) of the Fund that exceed $0.04 per Share. (hg) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Agreement is terminated by (x) the Trust Fund, the Investment Manager or the Investment Adviser Subadvisor pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (y) by the Representatives or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund, the Investment Manager or the Investment Adviser Subadvisor to comply with any material terms or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx an affiliate the Investment Manager or the Subadvisor or such Adviser's affiliates and the TrustFund, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares and (2ii) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust and Fund, the Investment Adviser Manager, the Subadvisor and the other Underwriters for damages occasioned by its default. (ih) Without the prior written consent of the RepresentativesManaging Representative, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the Effective Date, except for the Shares as described in the Prospectus and any issuances of Common Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust Dividend Reinvestment Plan and except in connection with any offering of preferred shares of beneficial interest as contemplated by the Prospectus. (ji) The Trust Fund will use its best efforts to list the Shares on the New York Stock Exchange prior to the date the Shares are issued and comply with the rules and regulations of such exchange. (kj) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective objectives and policies of the Trust Fund as described in the Prospectus.

Agreements of the Parties. (a) If the registration statement relating to the Shares APS has not yet become effective, the Trust Fund will promptly file the any Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise UBS Securities LLC (the Representative “Managing Representative”) when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of under the Securities Act RulesAct, the Trust Fund will file a 430A Prospectus prospectus pursuant to Rule 497(h) of under the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares APS or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus prospectus pursuant to Rule 497(b) or (ja certification pursuant to Rule 497(j) of under the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares APS after the Effective Date. In either case, the Trust Fund will provide the Representatives you satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares APS is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Representatives Managing Representative promptly of (1) of the issuance by the Commission of any order in respect of the Trust Fund or the Investment Adviser Advisors which relates to the TrustFund, or which relates to any material arrangements or proposed material arrangements involving the Trust Fund or the Investment AdviserAdvisors, (2) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the any suspension of the qualification of the Shares APS for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the TrustFund, which relates in any material way to the Trust Fund or any material arrangements or proposed material arrangements involving the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the RepresentativesManaging Representative, without charge, a signed copy of the registration statement Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares APS is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares APS is completed) (excluding exhibits) as the Representatives Managing Representative may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Representativesyou, the Underwriters and any dealers, at such office or offices as the Representatives you may designate, as many copies of the Prospectus as the Representatives you may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Sharesunder which they were made, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives Managing Representative will furnish to the TrustFund) to whom Shares APS may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaserunder which they were made, be misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act; provided that if the amendment or supplement is required exclusively as a result of a misstatement in or omission from the information provided to the Fund in writing by the Underwriters expressly for use in the Prospectus, the Securities Act Rules Fund may deliver such amendment or supplement to the Underwriters and dealers at a reasonable charge not to exceed the Investment Company Act Rulesactual cost thereof to the Fund. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the Trust's Fund’s securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement, if applicable, satisfying the provisions of the last paragraph of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act RulesAct. (f) The Trust Fund will take such actions as pay or cause to be paid the Representatives reasonably request in order to qualify following: (i) the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives reasonably designate; provided that the Trust shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummatedfees, the Trust shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 per Share), including but not limited to costs disbursements and expenses of or relating to (1) the Fund’s counsel and accountants in connection with the registration of the APS and all other expenses in connection with the preparation, printing and filing of the registration statement Registration Statement, any Preliminary Prospectus and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2) the issuance of the Shares thereto and the preparation mailing and delivery delivering of certificates for the Shares, (3) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of preliminary and supplemental "blue sky" memoranda, (4) the furnishing (including costs of design, production, shipping and mailing) copies thereof to the Underwriters and dealers dealers; (ii) the cost of copies of each Preliminary Prospectus relating to the Shares, the sales materials, the Prospectus, printing or reproducing this Underwriting Agreement and all amendments or supplements to the Prospectus, and of the any other documents required by this Section to be so furnished, (5) the filing requirements of the National Association of Securities Dealers, Inc., in connection with its review of the financingoffering, including filing fees and the feespurchase, disbursements and other charges of counsel for the Underwriters in that connection, (6) all transfer taxes, if any, with respect to the sale and delivery of the Shares to APS (including advertising expenses of the Underwriters, if any); (7iii) the listing cost of preparing share certificates; (iv) the expenses (including, but not limited to, travel, hotels and other accommodations) incurred by the Fund’s directors, officers, employees and other personnel in connection with meetings held with registered brokers in connection with the offering of the Shares on APS, the New York Stock Exchange, (8) preparing to market and the transfer agent for the Shares, and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement marketing of the costs APS; (v) any fees charged by securities rating services for rating the APS; (vi) the fees and expenses of the Underwriters. To DTC and its nominee, the extent Custodian and the foregoing Auction Agent; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the obligations of the Trust under this Underwriting Agreement exceed, in the aggregate, $0.03 per Share, Eatox Xxxxx xx an affiliate Underwriters will pay all such excess of their own costs and expenses, including the fees of their counsel and stock transfer taxes, if any, on resale of any of the APS by them, except any advertising expenses connected with any offers they may make. (hg) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Agreement is terminated by (xA) the Trust Fund or the Investment Adviser Advisors pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (yB) by the Representatives you or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund or the Investment Adviser Advisors to comply with any material terms or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx the Advisor or an affiliate and the TrustFund, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares APS and (2ii) no Underwriter who has failed or refused to purchase the Shares APS agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust and Fund, the Investment Adviser Advisors and the other Underwriters for damages occasioned by its default. (ih) Without the prior written consent of the RepresentativesManaging Representative, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the Effective Date, except for the Shares APS as described in the Prospectus and any issuances issuance of Common Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust and except in connection with any offering of preferred shares of beneficial interest as contemplated by the ProspectusFund. (ji) The Trust will use its best efforts to list the Shares on the New York Stock Exchange and comply with the rules and regulations of such exchange. (k) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares APS in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus. (j) No later than the Closing Date, the Underwriters will provide, and will cause any selling group member to whom they have sold APS to provide, the Auction Agent with a list of the record names of the persons to whom they have sold APS, the number of APS sold to each such person, and the number of APS they are holding as of the Closing Date; provided that in lieu of thereof, an Underwriter may provide the Auction Agent with a list indicating itself as the sole holder of all the APS sold by such Underwriter.

Agreements of the Parties. (a) If the registration statement Registration Statement relating to the Shares has not yet become effective, the Trust Fund will promptly file the Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement Registration Statement to become effective and, as soon as the Trust Fund is advised, will advise the Managing Representative when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of under the Securities Act RulesAct, the Trust Fund will file a 430A Prospectus pursuant to Rule 497(h) of under the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus pursuant to Rule 497(b) or (j) of under the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Trust Fund will provide the Representatives you satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Representatives Managing Representative promptly (1) of the issuance by the Commission of any order in respect of the Trust Fund or the Investment Adviser or which relates to the Trust, or which relates to any material arrangements or proposed material arrangements involving offering of the Trust or the Investment AdviserShares, (2) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the Trustoffering of the Shares, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the Trust, which relates in any material way to offering of the Trust or any material arrangements or proposed material arrangements involving Shares by the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the RepresentativesManaging Representative, without charge, a signed copy of the registration statement Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) (excluding exhibits) as the Representatives Managing Representative may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Representativesyou, the Underwriters and any dealers, at such office or offices as the Representatives you may designate, as many copies of the Prospectus as the Representatives you may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Shares, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives Managing Representative will furnish to the TrustFund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaser, be misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act, the Securities Act Rules and the Investment Company Act Rules. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the TrustFund's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement, if applicable, satisfying the provisions of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act RulesAct. (f) The Trust Fund will take such actions as the Representatives Managing Representative reasonably request requests in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives Managing Representative reasonably designatedesignates; provided that the Trust Fund shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If The Fund will pay or cause to be paid the transactions contemplated by this Underwriting Agreement are consummatedfollowing: (i) the fees, the Trust shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 per Share), including but not limited to costs disbursements and expenses of or relating to (1) the Fund's counsel and accountants in connection with the registration of the Shares and all other expenses in connection with the preparation, printing and filing of the registration statement Registration Statement, any Preliminary Prospectus and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2) the issuance of the Shares thereto and the preparation mailing and delivery delivering of certificates for the Shares, (3) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of preliminary and supplemental "blue sky" memoranda, (4) the furnishing (including costs of design, production, shipping and mailing) copies thereof to the Underwriters and dealers dealers; (ii) the cost of copies of each Preliminary Prospectus relating to the Shares, the sales materials, the Prospectus, printing or reproducing this Underwriting Agreement and all amendments or supplements to the Prospectus, and of the any other documents required by this Section to be so furnished, (5) the filing requirements of the National Association of Securities Dealers, Inc., in connection with its review of the financingoffering, including filing fees and the feespurchase, disbursements and other charges of counsel for the Underwriters in that connection, (6) all transfer taxes, if any, with respect to the sale and delivery of the Shares to (including advertising expenses of the Underwriters, if any); (7iii) the listing cost of preparing share certificates; (iv) the Shares on expenses (including, but not limited to, travel, hotels and other accommodations) incurred by the New York Stock ExchangeFund's directors, (8) officers, employees and other personnel in connection with meetings held with registered brokers in connection with the transfer agent for offering of the Shares, the preparing to market and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement marketing of the costs Shares; (v) any fees charged by securities rating services for rating the Shares; (vi) the fees and expenses of the Underwriters. To DTC and its nominee, the extent Custodian and the foregoing Auction Agent; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the obligations of the Trust under this Underwriting Agreement exceed, in the aggregate, $0.03 per Share, Eatox Xxxxx xx an affiliate Underwriters will pay all such excess of their own costs and expenses, including the fees of their counsel and stock transfer taxes, if any, on resale of any of the Shares by them, except any advertising expenses connected with any offers they may make. (h) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Agreement is terminated by (xA) the Trust Fund or the Investment Adviser pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (yB) by the Representatives you or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund or the Investment Adviser to comply with any material terms or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx John Hancock Advisers or an affiliate and the TrustFund, jointly and severallyxxx sxxxxxxxy, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares and (2ii) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust Fund and the Investment Adviser and the other Underwriters for damages occasioned by its default. (i) Without the prior written consent of the RepresentativesManaging Representative, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the Effective Date, except for the Shares as described in the Prospectus and any issuances of Common Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust and except in connection with any offering of preferred shares of beneficial interest as contemplated by the ProspectusFund. (j) The Trust will use its best efforts to list the Shares on the New York Stock Exchange and comply with the rules and regulations of such exchange. (k) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus.

Agreements of the Parties. (a) If the registration statement relating to the Common Shares has not yet become effective, the Trust Fund will promptly file the Final Amendmenta further amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise the Representative Sales Manager when the Registration Statement or any amendment thereto has become effective. If it is necessary for a post-effective amendment to the Registration Statement, or a new registration statement under Rule 462(b) under the Securities Act, to be filed with the Commission and become effective before the Common Shares may be sold, the Fund will use its best efforts to cause such post-effective amendment or such further registration statement to be filed and become effective as soon as possible, and the Fund will advise you promptly and, if requested by you, will confirm such advice in writing, (i) when such post-effective amendment or such further registration statement has become effective. (b) During the period in which a prospectus relating to the Common Shares is required to be delivered under the Securities Act, the Fund will notify the Sales Manager promptly of the time when any subsequent amendment to the Registration Statement has become effective and or any subsequent supplement to the Prospectus contained therein omits certain information at the time has been filed and of effectiveness pursuant to Rule 430A of the Securities Act Rules, the Trust will file a 430A Prospectus pursuant to Rule 497(h) of the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust will file a Prospectus pursuant to Rule 497(b) or (j) of the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Trust will provide the Representatives satisfactory evidence of the filing. The Trust will not file with any request by the Commission for any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus or for additional information; the Fund will prepare and file with the Commission, promptly upon the Sales Manager’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Manager’s reasonable opinion based upon advice of counsel, may be necessary in connection with the sale of the Common Shares pursuant to this Sales Agreement; the Fund will not file any amendment or supplement to the Registration Statement or Prospectus (other than a supplement to the Prospectus that (i) relates solely to the issuance of securities other than Common Shares of the Fund and (ii) does not materially change the information about the Fund or its business, operations, properties or financial condition disclosed in the Registration Statement or Prospectus previously thereto (an “Excluded Supplement”)) unless a copy thereof has first been submitted to the Managing Representative Sales Manager a reasonable period of time before its the filing and the Managing Representative Sales Manager has not reasonably objected thereto; and it will notify the Sales Manager at the time of filing of any document that upon filing is deemed to it be incorporated by reference in writing the Registration Statement or Prospectus. The Fund will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424 of the Rules and Regulations or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the relevant securities laws, within a reasonable the time after receiving the copyperiod prescribed. (bc) For the period of three years from the date hereoffinal Settlement Date, the Trust Fund will advise the Representatives Sales Manager promptly (1i) of the issuance by the Commission of any order in respect of the Trust Fund or the Investment Adviser Adviser, which relates to the TrustFund, or which relates to any material arrangements or proposed material arrangements involving the Trust Fund or the Investment Adviser, (2ii) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the any suspension of the qualification of the Common Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3iii) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund, the Registration Statement, the Notification, any Preliminary Prospectusthe Sales Materials, the Prospectus or to the transactions contemplated by this Underwriting Sales Agreement and (4iv) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the TrustFund, which relates in any material way to the Trust Fund or any material arrangements or proposed material arrangements involving the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (cd) If not delivered prior to the date of this Underwriting Sales Agreement, the Trust Fund will deliver to the RepresentativesSales Manager, without charge, a signed copy of the registration statement Registration Statement, the Exchange Act Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (xi) one year from the date of this Underwriting Sales Agreement or (yii) the date on which the distribution of the Common Shares is completed) to either the Registration Statement, the Exchange Act Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (xii) one year from the date of this Underwriting Sales Agreement or (yiv) the date on which the distribution of the Common Shares is completed) (excluding exhibits) as the Representatives Sales Manager may reasonably request. 16. (de) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Representatives, the Underwriters Sales Manager and any dealers, at such office or offices as the Representatives Sales Manager may designate, as many copies of the Prospectus as the Representatives Sales Manager may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Sharesunder which they were made, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing RepresentativeSales Manager, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives will furnish to the Trust) to whom Shares may have been sold others if requested by the Underwriters, and to other dealers on requestSales Manager, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaserunder which they were made, be misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act, the Securities Act Rules and the Investment Company Act Rules. Delivery by the Underwriters Sales Manager of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 Article 5 hereof. The Fund shall also deliver copies of each such Prospectus and any supplement thereto to the NYSE American in accordance with applicable rules and regulations under the Securities Act. (ef) The Trust Fund will make generally available to holders of the Trust's Fund’s securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the date of the Effective Date Time falls, an earnings statement, if applicable, satisfying the provisions of the last paragraph of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act Rules. (f) The Trust will take such actions as the Representatives reasonably request in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives reasonably designate; provided that the Trust shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdictionAct. (g) If the transactions contemplated by this Underwriting Agreement are consummated, the Trust The Fund shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust Fund under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 per Share)Sales Agreement, including but not limited to costs and expenses of or relating to to (1i) the preparation, printing and filing of the registration statement Registration Statement and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2ii) the issuance of the Common Shares and the preparation and delivery of certificates for the Common Shares, (3iii) the registration or qualification of the Common Shares for offer and sale under the securities or "“blue sky" ” laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters Sales Manager in that connection, and the preparation and printing of any preliminary and supplemental "“blue sky" ” memoranda, (4iv) the furnishing (including costs of design, production, shipping and mailing) to the Underwriters Sales Manager and dealers others of copies of each Preliminary Prospectus relating to the Common Shares, the sales materialsSales Materials, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (5v) the filing requirements of the National Association of Securities Dealers, Inc.FINRA, in connection with its review of the financing, including filing fees and the fees, disbursements and other charges of counsel for the Underwriters Sales Manager in that connectionconnection (provided that such fees, disbursements and other charges of counsel for the Sales Manager shall not exceed $50,000), (6vi) all transfer taxes, if any, with respect to the sale and delivery of the Shares to the UnderwritersCommon Shares, (7vii) the listing of the Common Shares on the New York Stock Exchange, NYSE American and (8) viii) the transfer agent for the Common Shares, and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement of the costs and expenses of the Underwriters. To the extent the foregoing costs and expenses incident to the performance of the obligations of the Trust under this Underwriting Agreement exceed, in the aggregate, $0.03 per Share, Eatox Xxxxx xx an affiliate will pay all such excess costs and expenses. (h) If the transactions contemplated by this Underwriting Sales Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Sales Agreement is terminated by (x) the Trust or the Investment Adviser pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (y) by the Representatives or the Underwriters Sales Manager because of any inability, failure or refusal on the part of the Trust Fund or the Investment Adviser to comply with any material terms of this Sales Agreement or because any of the Sales Manager conditions in Section 6 Article 5 are not satisfied, Eatox Xxxxx xx an affiliate and the Trust, jointly and severally, Fund will reimburse the Underwriters Sales Manager for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their its counsel) reasonably incurred by them it in connection with the proposed purchase issuance and sale of the Common Shares and (2ii) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations pursuant to this Underwriting Agreement, will Sales Manager shall not be relieved of liability to the Trust and the Investment Adviser and the other Underwriters for damages occasioned by Fund if it breaches its defaultobligations pursuant to this Sales Agreement. (i) Without The Fund will not, directly or indirectly, offer or sell any Common Shares (other than the Common Shares to be sold pursuant to this Sales Agreement) or securities convertible into or exchangeable for, or any rights to purchase or acquire, Common Shares, during the Applicable Time through the final Settlement Date for the sale of Common Shares hereunder without (i) giving the Sales Manager at least one business day prior written consent notice specifying the nature of the Representatives, proposed sale and the Trust will not offer, sell or register with the Commission, or announce an offering of, any equity securities date of such proposed sale and (ii) suspending activity under this program for such period of time as may reasonably be determined by agreement of the TrustFund and the Sales Manager; provided, within 180 days after the Effective Datehowever, except for the Shares as described in the Prospectus that no such notice and any issuances of Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust and except suspension shall be required in connection with any offering the Fund’s issuance of preferred shares of beneficial interest as contemplated by the ProspectusCommon Shares pursuant to its Dividend Reinvestment Plan. (j) The Trust Fund will use its best efforts to supplementally list the Common Shares on the New York Stock Exchange NYSE American prior to the date the Common Shares are issued and comply with the rules and regulations of such exchange. (k) The Trust Fund will direct the investment of the net proceeds of the offering of the Common Shares in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus. (l) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than an Excluded Supplement), the Fund shall (unless the Fund is not then selling Common Shares through the Sales Manager and has not requested the Sales Manager to sell Common Shares) furnish or cause to be furnished to the Sales Manager forthwith a certificate dated the date of filing with the Commission of such amendment, supplement or other document, the date of effectiveness of amendment, as the case may be, in form satisfactory to the Sales Manager to the effect that the statements contained in the certificates referred to in Section 5(d) below that were last furnished to the Sales Manager are true and correct at the time of such amendment, supplement, filing, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement or the Prospectus as amended and supplemented to such time) or, in lieu of such certificates, certificates of the same tenor as the certificates referred to in said Section 5(d) below, modified as necessary to relate to the Registration Statement or the Prospectus as amended and supplemented to the time of delivery of such certificate. (i) Each time that the Registration Statement shall be amended by the filing of a post-effective amendment thereto; and (ii) at such other times, including the date hereof or the first Settlement Date, as may be reasonably requested by the Sales Manager, when the Prospectus is supplemented and/or any document or report is filed with the Commission or is incorporated by reference into the Registration Statement or the Prospectus, the Fund (unless (i) otherwise agreed to by the Sales Manager or (ii) the Fund is neither selling Common Shares through the Sales Manager nor has requested the Sales Manager to sell Common Shares) shall furnish or cause to be furnished forthwith to the Sales Manager and to the Sales Manager’s counsel a written opinion of counsel to the Fund (“Fund Counsel”), dated the date of filing with the Commission of such amendment, supplement or other document and the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to the Sales Manager, of the same tenor as the opinion referred to in Section 5(e) below, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion. (n) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than an Excluded Supplement) to include additional financial information, the Fund shall (unless (i) otherwise agreed to by the Sales Manager or (ii) the Fund is not then selling Common Shares through the Sales Manager and has not requested the Sales Manager to sell Common Shares) cause the independent registered public accounting firm then retained by the Fund, forthwith to furnish to the Sales Manager a letter, dated the date of effectiveness of such amendment, or the date of filing of such supplement or other document with the Commission, as the case may be, in form satisfactory to the Sales Manager, of the same tenor as the letter referred to in Section 5(g) below but modified to relate to the Registration Statement or the Prospectus, as amended and supplemented to the date of such letter.

Agreements of the Parties. (a) If the registration statement relating to the Shares has not yet become effective, the Trust Fund will promptly file the a Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise the Representative Managing Representatives when the Registration Statement or any amendment thereto has become effective. If it is necessary for a post-effective amendment to the Registration Statement, or a Registration Statement under Rule 462(b) under the Securities Act, to be filed with the Commission and become effective before the Shares may be sold, the Fund will use its best efforts to cause such post-effective amendment or such Registration Statement to be filed and become effective as soon as possible, and the Fund will advise the Managing Representatives promptly and, if requested by the Managing Representatives, will confirm such advice in writing, when such post-effective amendment or such Registration Statement has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of under the Securities Act RulesAct, the Trust Fund will file a 430A Prospectus pursuant to Rule 497(h) of under the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective DateTime. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus pursuant to Rule 497(b) or (ja certification pursuant to Rule 497(j) of under the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date Time or the commencement of the public offering of the Shares after the Effective DateTime. In either case, the Trust Fund will provide the Managing Representatives satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (xi) one year from the date of this Underwriting Agreement or (yii) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative Representatives a reasonable time before its filing and the Managing Representative has Representatives have not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Managing Representatives promptly (1i) of the issuance by the Commission of any order in respect of the Trust Fund, or in respect of the Investment Adviser Adviser, which relates to the Trust, or which relates to any material arrangements or proposed material arrangements involving Fund and could materially affect the Trust or ability of the Investment AdviserAdviser to perform its respective obligations to the Fund, (2ii) of the initiation or threatening in writing of any proceedings for, or receipt by the Trust Fund of any written notice with respect to, the any suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3iii) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund (other than communications with respect to an offering of preferred shares of beneficial interest), the Registration Statement, the Notification, any Preliminary Prospectus, the Sales Materials, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4iv) the issuance by any courtfederal, state, local or foreign court or governmental agency, commission, board, authority or body or with any self-regulatory body, administrative agency or other governmental agency or bodyorganization, whether foreign or domestic, of any order, ruling or decree, or the threat in writing to initiate any proceedings with respect thereto, regarding the TrustFund, which relates in any material way to the Trust Fund or any material arrangements or proposed material arrangements involving the TrustFund. The Trust Fund will make every reasonable effort use its best efforts to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possiblepracticable. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the Managing Representatives, upon request and without charge, a signed copy of the registration statement Registration Statement, the Exchange Act Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (xi) one year from the date of this Underwriting Agreement or (yii) the date on which the distribution of the Shares is completed) to either the Registration Statement, the Exchange Act Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (xi) one year from the date of this Underwriting Agreement or (yii) the date on which the distribution of the Shares is completed) (excluding exhibits) as the Managing Representatives may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Managing Representatives, the Underwriters and any dealers, at such office or offices as the Managing Representatives may designate, as many copies of the Prospectus as the Managing Representatives may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the any statements of material fact therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Sharesunder which they were made, not misleading in any material respectmisleading, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing RepresentativeRepresentatives, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Managing Representatives will furnish to the TrustFund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the any statements of material fact in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered under which they were made, contain an untrue statement of material fact or omit to state a purchaser, material fact required to be stated therein or necessary to make the statements therein not misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act; provided that if the amendment or supplement is required exclusively as a result of a misstatement in or omission from the information provided to the Fund or the Investment Adviser on behalf of the Fund in writing by an Underwriter expressly for use in the Prospectus, the Securities Act Rules Fund may deliver such amendment or supplement to the Underwriters and dealers at a reasonable charge not to exceed the Investment Company Act Rulesactual cost thereof to the Fund. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the Trust's Fund’s securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the date of the Effective Date Time falls, an earnings statement, if applicable, satisfying the provisions of the last paragraph of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act RulesAct. (f) The Trust will take such actions as the Representatives reasonably request in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives reasonably designate; provided that the Trust shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummated, the Trust Investment Adviser shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust Fund under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 per Share)Agreement, including but not limited to costs and expenses of or relating to to (1i) the preparation, printing and filing of the registration statement Registration Statement and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2ii) the issuance of the Shares and the preparation and delivery of certificates for the Shares, if any, (3iii) the registration or qualification qualification, if any, of the Shares for offer and sale under the securities or "“blue sky" ” laws of the jurisdictions referred to in the foregoing paragraphany applicable jurisdictions, including the fees and disbursements disbursements, if any, of counsel for the Underwriters in that connection, and the preparation and printing of any preliminary and supplemental "“blue sky" ” memoranda, (4iv) the furnishing (including costs of design, production, shipping and mailing) to the Underwriters and dealers of copies of each Preliminary Prospectus relating to the Shares, the sales materialsSales Materials, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (5) the filing requirements of the National Association of Securities Dealers, Inc., in connection with its review of the financing, including filing fees and the fees, disbursements and other charges of counsel for the Underwriters in that connection, (6v) all transfer taxes, if any, with respect to the sale and delivery of the Shares by the Fund to the Underwriters, (7vi) the listing of the Shares on the New York Stock ExchangeNYSE, and (8) vii) the transfer agent for the Shares; provided that (A) the Fund, the Investment Adviser and (9) in addition each Underwriter shall pay its own costs and expenses relating to the foregoingattendance at any road show or other informational meeting relating to the Fund, an aggregate reimbursement of up to [ ] as partial reimbursement of (B) each Underwriter shall pay the costs and expenses of any internal promotional or informational materials relating to the Underwriters. To Fund, other than the extent Sales Materials, prepared by such Underwriter in connection with the foregoing offering of the Shares, (C) the Underwriters shall pay the costs and expenses incident of any “tombstone” announcements relating to the performance offering of the obligations Shares and (D) except as expressly provided in this Section 5(f), the Underwriters shall pay their own costs and expenses, including fees and disbursements of their counsel. In addition, the Investment Adviser agrees to pay an amount equal to $[●] per Share sold under this Agreement to UBS Securities LLC, on behalf of the Trust under Underwriters, at the Closing Time. The maximum aggregate amount of expense allowances and reimbursements to be received by the Underwriters and related persons from any source in connection with the transactions contemplated by this Underwriting Agreement exceedshall not exceed $[●]. The Fund and the Investment Adviser may otherwise agree among themselves as to the payment or reimbursement of the foregoing expenses, whether or not the transactions contemplated by this Underwriting Agreement are consummated, provided, however, that in no event shall the aggregate, $0.03 per Share, Eatox Xxxxx xx an affiliate will Underwriters be obligated to pay all such excess costs and expensesany expenses intended to be borne by the Fund or the Investment Adviser as provided above. (hg) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Agreement is terminated by (xA) the Trust Fund or the Investment Adviser pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 7 hereof) or (yB) by the Managing Representatives or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund or the Investment Adviser to comply with any material terms of this Underwriting Agreement or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx an affiliate the Investment Adviser or its affiliated companies and the TrustFund, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares (provided, however, that the Fund and the Investment Adviser shall not be liable for any loss of anticipated profits or speculative or consequential or similar damages for such termination) and (2ii) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust and Fund, the Investment Adviser and the other Underwriters for damages occasioned by its default. (ih) Without Except with respect to the offer and sale of preferred shares of the Fund as described or referenced in the Registration Statement, without the prior written consent of the Managing Representatives, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the date of the Effective DateTime, except for the Shares as described in the Prospectus and any issuances issuance of Common Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust and except in connection with any offering of preferred shares of beneficial interest as contemplated by the ProspectusDividend Reinvestment Plan. (ji) The Trust Fund will (i) use its best efforts to list cause the Shares to be listed on the New York Stock Exchange NYSE prior to the date the Shares are issued, subject to official notice of the issuance thereof, and (ii) comply with the rules and regulations of the NYSE, except where such exchangenon-compliance does not or would not have a Material Adverse Effect. (kj) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus.

Agreements of the Parties. (a) If the registration statement relating to the Shares has not yet become effective, the Trust Fund will promptly file the Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise the Representative when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of the Securities Act Rules, the Trust Fund will file a 430A Prospectus pursuant to Rule 497(h) of the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus pursuant to Rule 497(b) or (j) of the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Trust Fund will provide the Representatives Representative satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Representatives Representative promptly (1) of the issuance by the Commission of any order in respect of the Trust Fund or the Investment Adviser which relates to the TrustFund, or which relates to any material arrangements or proposed material arrangements involving the Trust Fund or the Investment Adviser, (2) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the TrustFund, which relates in any material way to the Trust Fund or any material arrangements or proposed material arrangements involving the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the RepresentativesRepresentative, without charge, a signed copy of the registration statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) (excluding exhibits) as the Representatives Representative may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the RepresentativesRepresentative, the Underwriters and any dealers, at such office or offices as the Representatives Representative may designate, as many copies of the Prospectus as the Representatives Representative may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus prospectus is delivered to a purchaser of Shares, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus prospectus to comply with the Securities Act, the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives Representative will furnish to the TrustFund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaser, be misleading in any material respect and will comply with the Securities Act, the Investment Company Act, the Securities Act Rules and the Investment Company Act Rules. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the TrustFund's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement, if applicable, satisfying the provisions of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of the Securities Act Rules. (f) The Trust Fund will take such actions as the Representatives Representative reasonably request requests in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives Representative reasonably designatedesignates; provided that the Trust Fund shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummated, the Trust shall PaineWebber will pay all costs and expenses incident to 17 the performance of the obligations of the Trust Fund under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 per Share)Agreement, including but not limited to costs and expenses of or relating to to (1) the preparation, printing and filing of the registration statement and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2) the issuance of the Shares and the preparation and delivery of certificates for the Shares, (3) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of preliminary and supplemental "blue sky" memoranda, (4) the furnishing (including costs of design, production, shipping and mailing) to the Underwriters and dealers of copies of each Preliminary Prospectus relating to the Shares, the sales materials, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (5) the filing requirements of the National Association of Securities Dealers, Inc., in connection with its review of the financing, including filing fees and the fees, disbursements and other charges of counsel for the Underwriters in that connection, (6) all transfer taxes, if any, with respect to the sale and delivery of the Shares to the Underwriters, (7) the listing of the Shares on the New York Stock Exchange, (8) the transfer agent for the Shares, and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement of the costs and expenses of the Underwriters. To the extent the foregoing costs and expenses incident to the performance of the obligations of the Trust under this Underwriting Agreement exceed, in the aggregate, $0.03 per Share, Eatox Xxxxx xx an affiliate will pay all such excess costs and expenses. (h) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1) if this Underwriting Agreement is terminated by (x) the Trust or the Investment Adviser pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (y) by the Representatives or the Underwriters because of any inability, failure or refusal on the part of the Trust or the Investment Adviser to comply with any material terms or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx an affiliate and the Trust, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares and (2) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust and the Investment Adviser and the other Underwriters for damages occasioned by its default. (i) Without the prior written consent of the Representatives, the Trust will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the Trust, within 180 days after the Effective Date, except for the Shares as described in the Prospectus and any issuances of Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust and except in connection with any offering of preferred shares of beneficial interest as contemplated by the Prospectus. (j) The Trust will use its best efforts to list the Shares on the New York Stock Exchange and comply with the rules and regulations of such exchange. (k) The Trust will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective and policies of the Trust as described in the Prospectus.,

Agreements of the Parties. (a) If the registration statement relating to the Shares APS has not yet become effective, the Trust Fund will promptly file the Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise the Managing Representative when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of the Securities Act Rules, the Trust Fund will file a 430A Prospectus pursuant to Rule 497(h) of the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares APS or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus pursuant to Rule 497(b) or (j) of the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares APS after the Effective Date. In either case, the Trust Fund will provide the Representatives Managing Representative satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares APS is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Representatives Managing Representative promptly (1) of the issuance by the Commission of any order in respect of the Trust Fund or the Investment Adviser Dreyfus which relates to the TrustFund, or which relates to any material arrangements or proposed material arrangements involving the Trust or the Investment AdviserFund and Xxxxxxx, (2) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the suspension of the qualification of the Shares APS for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the TrustFund, which relates in any material way to the Trust Fund or any material arrangements or proposed material arrangements involving the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the RepresentativesManaging Representative, without charge, a signed copy of the registration statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares APS is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares APS is completed) (excluding exhibits) as the Representatives Managing Representative may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Representatives, the Underwriters and any dealers, at such office or offices as the Representatives Underwriters may designate, as many copies of the Prospectus as the Representatives Underwriters may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of SharesAPS, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives Managing Representative will furnish to the TrustFund) to whom Shares APS may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaser, be misleading in any material respect and will comply with the Securities Act, the Investment Company Act, the Securities Act Rules and the Investment Company Act Rules. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the TrustFund's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement, if applicable, satisfying the provisions of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of the Securities Act Rules. (f) The Trust Fund will take such actions as the Representatives Managing Representative reasonably request requests in order to qualify the Shares APS for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives Underwriters reasonably designate; provided that the Trust Fund shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If The Fund will pay, or reimburse if paid by the Managing Representative, whether or not the transactions with respect to the Fund contemplated by this Underwriting Agreement are consummated, the Trust shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust under consummated or this Underwriting Agreement is terminated (to irrespective of who the extent party terminating any such expenses do not, in agreement is or the aggregate, exceed $0.03 per Sharereason therefor), including but not limited to costs and expenses of or relating to (1) the preparation, printing and filing of the registration statement and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2) the issuance of the Shares and the preparation and delivery of certificates for the Shares, (3) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of preliminary and supplemental "blue sky" memoranda, (4) the furnishing (including costs of design, production, shipping and mailing) to the Underwriters and dealers of copies of each Preliminary Prospectus relating to the Shares, the sales materials, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (5) the filing requirements of the National Association of Securities Dealers, Inc., in connection with its review of the financing, including filing fees and the fees, disbursements and other charges of counsel for the Underwriters in that connection, (6) all transfer taxes, if any, with respect to the sale and delivery of the Shares to the Underwriters, (7) the listing of the Shares on the New York Stock Exchange, (8) the transfer agent for the Shares, and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement of the costs and expenses of the Underwriters. To the extent the foregoing costs and expenses incident to the performance of the obligations of the Trust Fund under this Underwriting Agreement, including but not limited to the following: (i) the fees, disbursements and expenses of the Fund's counsel and accountants in connection with the registration of the APS and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and of any sales materials and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or reproducing this Underwriting Agreement exceedand any other documents in connection with the offering, purchase, sale and delivery of the APS (including advertising expenses of the Underwriters, if any); (iii) the cost of preparing share certificates; (iv) the expenses (including, but not limited to, travel, hotels and other accommodations) incurred by the Fund's or Dreyfus's directors, officers, employees and other personnel in connection with meetings held with registered brokers in connection with the offering of the APS, the preparing to market and the marketing of the APS; (v) any fees charged by securities rating services for rating the APS; (vi) the fees and expenses of DTC and its nominee, the Custodian and the Auction Agent; (vii) the fees and expenses, if any, including reasonable fees, expenses and disbursements of legal counsel, in connection with the aggregateregistration and qualification of the APS under state securities or "blue sky" laws; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for. It is understood, $0.03 per Sharehowever, Eatox Xxxxx xx an affiliate that, except as provided in this Section 5 and Section 7 hereof, the Underwriters will pay all such excess of their own costs and expenses, including the fees of their counsel and stock transfer taxes, if any, on resale of any of the APS by them. (h) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1) if this Underwriting Agreement is terminated by (x) the Trust Fund or the Investment Adviser Dreyfus pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (y) by the Representatives or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund or the Investment Adviser Xxxxxxx to comply with any material terms hereunder or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx an affiliate and the Trust, jointly and severally, Fund or Dreyfus will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares APS and (2) no Underwriter who has failed or refused to purchase the Shares APS agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust Fund and the Investment Adviser Xxxxxxx and the other Underwriters for damages occasioned by its default. (i) Without the prior written consent of the RepresentativesManaging Representative, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the Effective Date, except for the Shares APS as described in the Prospectus and any issuances of Shares shares of Beneficial Interest Common Stock pursuant to the dividend reinvestment plan established by the Trust and except in connection with any offering of preferred shares of beneficial interest as contemplated by the ProspectusFund. (j) The Trust will use its best efforts to list the Shares on the New York Stock Exchange and comply with the rules and regulations of such exchange. (k) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares APS in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus. (k) No later than the APS Closing Date, the Underwriters will provide, and will cause any selling group member to whom they have sold APS to provide, the Auction Agent with a list of the record names of the persons to whom they have sold APS, the number of APS sold to each such person, and the number of APS they are holding as of the APS Closing Date; provided that in lieu of thereof, an Underwriter may provide the Auction Agent with a list indicating itself as the sole holder of all the APS sold by such Underwriter. (l) The Fund will use its best efforts to cause the APS, prior to the APS Closing Date, to be assigned a rating of "AAA" by Standard & Poor's Ratings Group ("Standard & Poor's").

Agreements of the Parties. (a) If the registration statement relating to the Shares has not yet become effective, the Trust Fund will promptly file the a Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise the Managing Representative when the Registration Statement or any amendment thereto has become effective. If it is necessary for a post-effective amendment to the Registration Statement, or a Registration Statement under Rule 462(b) under the Securities Act, to be filed with the Commission and become effective before the Shares may be sold, the Fund will use its best efforts to cause such post-effective amendment or such Registration Statement to be filed and become effective as soon as possible, and the Fund will advise you promptly and, if requested by you, will confirm such advice in writing, (i) when such post-effective amendment or such Registration Statement has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of under the Securities Act RulesAct, the Trust Fund will file a 430A Prospectus pursuant to Rule 497(h) of under the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective DateTime. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus pursuant to Rule 497(b) or (ja certification pursuant to Rule 497(j) of under the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date Time or the commencement of the public offering of the Shares after the Effective DateTime. In either case, the Trust Fund will provide the Representatives Managing Representative satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Representatives Managing Representative promptly (1i) of the issuance by the Commission of any order in respect of the Trust Fund or the Investment Adviser which relates to the TrustFund, or which relates to any material arrangements or proposed material arrangements involving the Trust Fund or the Investment Adviser, (2ii) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the any suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3iii) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund, the Registration Statement, the Notification, any Preliminary Prospectus, the Sales Materials, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4iv) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the TrustFund, which relates in any material way to the Trust Fund or any material arrangements or proposed material arrangements involving the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the RepresentativesManaging Representative, without charge, a signed copy of the registration statement Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) (excluding exhibits) as the Representatives Managing Representative may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Representatives, the Underwriters and any dealers, at such office or offices as the Representatives may designate, as many copies of the Prospectus as the Representatives may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Sharesunder which they were made, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives Managing Representative will furnish to the TrustFund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaserunder which they were made, be misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act, the Securities Act Rules and the Investment Company Act Rules. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the TrustFund's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the date of the Effective Date Time falls, an earnings statement, if applicable, satisfying the provisions of the last paragraph of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act RulesAct. (f) The Trust Fund will take such actions as pay or cause to be paid the Representatives reasonably request following: (i) the fees, disbursements and expenses of the Fund's counsel and accountants in order to qualify connection with the registration of the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives reasonably designate; provided that the Trust shall not be required all other expenses in connection therewith or as a condition with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to qualify the Underwriters and dealers; (ii) the cost of printing or reproducing this Underwriting Agreement and any other documents in connection with the offering, purchase, sale and delivery of the Shares (including advertising expenses of the Underwriters, if any); (iii) the cost of preparing share certificates; (iv) the expenses (including, but not limited to, travel, hotels and other accommodations) incurred by the Fund's or the Investment Adviser's directors, officers, employees and other personnel in connection with meetings held with registered brokers in connection with the offering of the Shares, the preparing to market and the marketing of the Shares; (v) any fees charged by securities rating services for rating the Shares; (vi) the fees and expenses of the Depository Trust Company and its nominee, the Custodian and the Auction Agent; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for. The Fund and the Investment Adviser may otherwise agree between themselves as a foreign corporation to the payment of the foregoing expenses, whether or to execute a general consent to service of process in any jurisdiction. (g) If not the transactions contemplated by this Underwriting Agreement are consummated, provided, however, that in no event shall the Trust shall Underwriters be obligated to pay any of the foregoing expenses. It is understood, however, that, except as provided in this Section 5 and Section 8 hereof, the Underwriters will pay all of their own costs and expenses incident to 17 the performance of the obligations of the Trust under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 per Share), including but not limited to costs and expenses of or relating to (1) the preparation, printing and filing of the registration statement and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2) the issuance of the Shares and the preparation and delivery of certificates for the Shares, (3) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraphexpenses, including the fees of their counsel and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of preliminary and supplemental "blue sky" memoranda, (4) the furnishing (including costs of design, production, shipping and mailing) to the Underwriters and dealers of copies of each Preliminary Prospectus relating to the Shares, the sales materials, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (5) the filing requirements of the National Association of Securities Dealers, Inc., in connection with its review of the financing, including filing fees and the fees, disbursements and other charges of counsel for the Underwriters in that connection, (6) all stock transfer taxes, if any, with respect to the sale and delivery on resale of any of the Shares to the Underwritersby them, (7) the listing of the Shares on the New York Stock Exchange, (8) the transfer agent for the Shares, and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement of the costs and except any advertising expenses of the Underwriters. To the extent the foregoing costs and expenses incident to the performance of the obligations of the Trust under this Underwriting Agreement exceed, in the aggregate, $0.03 per Share, Eatox Xxxxx xx an affiliate will pay all such excess costs and expensesconnected with any offers they may make. (hg) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Agreement is terminated by (x) the Trust Fund or the Investment Adviser pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (y) by the Representatives or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund or the Investment Adviser to comply with any material terms of this Underwriting Agreement or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx an affiliate the Investment Adviser or the Investment Adviser's affilates and the TrustFund, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares and (2ii) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust and Fund, the Investment Adviser and the other Underwriters for damages occasioned by its default. (ih) Without the prior written consent of the RepresentativesManaging Representative, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the date of the Effective DateTime, except for the Shares as described in the Prospectus and any issuances of Common Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust and except in connection with any offering of preferred shares of beneficial interest as contemplated by the ProspectusDividend Reinvestment Plan. (ji) The Trust will use its best efforts to list the Shares on the New York Stock Exchange and comply with the rules and regulations of such exchange. (k) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus. (j) No later than the Closing Time, the Underwriters will provide, and will cause any selling group member to whom they have sold Shares to provide, the Auction Agent with a list of the record names of the persons to whom they have sold Shares, the number of Shares sold to each such person, and the number of Shares they are holding as of the Closing Time; provided that in lieu of thereof, an Underwriter may provide the Auction Agent with a list indicating itself as the sole holder of all the Shares sold by such Underwriter.

Agreements of the Parties. (a) If the registration statement relating to the Shares has not yet become effective, the Trust Fund will promptly file the a Final Amendment, if not previously filed, with the Commission, and will use its commercially reasonable best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise the Representative Managing Representatives when the Registration Statement or any amendment thereto has become effective. If it is necessary for a post-effective amendment to the Registration Statement, or a Registration Statement under Rule 462(b) under the Securities Act, to be filed with the Commission and become effective before the Shares may be sold, the Fund will use its best efforts to cause such post-effective amendment or such Registration Statement to be filed and become effective as soon as possible, and the Fund will advise the Managing Representatives promptly and, if requested by the Managing Representatives, will confirm such advice in writing, when such post-effective amendment or such Registration Statement has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of under the Securities Act RulesAct, the Trust Fund will file a 430A Prospectus pursuant to Rule 497(h) of under the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective DateTime. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus pursuant to Rule 497(b) or (ja certification pursuant to Rule 497(j) of under the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date Time or the commencement of the public offering of the Shares after the Effective DateTime. In either case, the Trust Fund will provide the Managing Representatives satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative Representatives a reasonable time before its filing and the Managing Representative Representatives has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Managing Representatives promptly (1i) of the issuance by the Commission of any order in respect of the Trust Fund, or in respect of the Investment Adviser or the Sub-Adviser, which relates to the Trust, or which relates to any material arrangements or proposed material arrangements involving Fund and would materially affect the Trust or ability of the Investment Adviser or Sub-Adviser, as applicable, to perform its respective obligations to the Fund, (2ii) of the initiation or threatening in writing of any proceedings for, or receipt by the Trust Fund of any written notice with respect to, the any suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3iii) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund, the Registration Statement, the Notification, any Preliminary Prospectus, the Sales Materials, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4iv) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat in writing to initiate any proceedings with respect thereto, regarding the TrustFund, which relates in any material way to the Trust Fund or any material arrangements or proposed material arrangements involving the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possiblepracticable. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the Managing Representatives, without charge, a signed copy of the registration statement Registration Statement, the Exchange Act Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) to either the Registration Statement, the Exchange Act Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) (excluding exhibits) as the Managing Representatives may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Representatives, the Underwriters and any dealers, at such office or offices as the Representatives may designate, as many copies of the Prospectus as the Representatives may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Sharesunder which they were made, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing RepresentativeRepresentatives, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Managing Representatives will furnish to the TrustFund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaserunder which they were made, be misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act, the Securities Act Rules and the Investment Company Act Rules. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the Trust's Fund’s securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the date of the Effective Date Time falls, an earnings statement, if applicable, satisfying the provisions of the last paragraph of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act RulesAct. (f) The Trust will take such actions as the Representatives reasonably request in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives reasonably designate; provided that the Trust shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummated, the Trust Fund shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust Fund under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 0.04 per Share), including but not limited to costs and expenses of or relating to to (1i) the preparation, printing and filing of the registration statement Registration Statement and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2ii) the issuance of the Shares and the preparation and delivery of certificates for the Shares, (3iii) the registration or qualification qualification, if any, of the Shares for offer and sale under the securities or "“blue sky" ” laws of the jurisdictions referred to in the foregoing paragraphany applicable jurisdictions, including the reasonable fees and disbursements disbursements, if any, of counsel for the Underwriters in that connection, and the preparation and printing of any preliminary and supplemental "“blue sky" ” memoranda, (4iv) the furnishing (including costs of design, production, shipping and mailing) to the Underwriters and dealers of copies of each Preliminary Prospectus relating to the Shares, the sales materialsSales Materials, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (5v) the filing requirements of the National Association of Securities Dealers, Inc.FINRA, in connection with its review of the financingunderwriting arrangements and the Sales Materials, including filing fees and the fees, disbursements and other charges of paid by counsel for the Underwriters in that connection, (6vi) all transfer taxes, if any, with respect to the sale and delivery of the Shares by the Fund to the Underwriters, (7vii) the listing of the Shares on the New York Stock Exchange, NYSE and (8) viii) the transfer agent for the Shares; provided that (i) the Fund, the Investment Adviser, the Sub-Adviser and (9) in addition each Underwriter shall pay its own costs and expenses relating to the foregoingattendance at any road show or other informational meeting relating to the Fund, an aggregate reimbursement of up to [ ] as partial reimbursement of (ii) each Underwriter shall pay the costs and expenses of any internal promotional or informational materials relating to the UnderwritersFund, other than the Sales Materials, prepared by such Underwriter in connection with the offering of the Shares, (iii) the Underwriters shall pay the costs and expenses of any “tombstone” announcements relating to the offering of the Shares and (iv) except as expressly provided in this Section 5(f), the Underwriters shall pay their own costs and expenses, including fees and disbursements of their counsel. To the extent the foregoing costs and expenses incident to the performance of the obligations of the Trust Fund under this Underwriting Agreement exceed, in the aggregate, $0.03 0.04 per Share, Eatox Xxxxx xx the Investment Adviser or an affiliate will pay all such excess costs and expenses. The Fund, the Investment Adviser and the Sub-Adviser may otherwise agree among themselves as to the payment of the foregoing expenses, whether or not the transactions contemplated by this Underwriting Agreement are consummated, provided, however, that in no event shall the Underwriters be obligated to pay any expenses intended to be borne by the Fund or the Investment Adviser as provided above. (hg) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Agreement is terminated by (x) the Trust Fund, the Investment Adviser or the Investment Sub-Adviser pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 7 hereof) or (y) by the Representatives or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund, the Investment Adviser or the Investment Sub-Adviser to comply with any material terms of this Underwriting Agreement or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx an affiliate the Investment Adviser, the Sub-Adviser or such Adviser’s affiliates and the TrustFund, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares (provided, however, that the Fund, the Investment Adviser and the Sub-Adviser shall not be liable for any loss of anticipated profits or speculative or consequential or similar damages for such termination) and (2ii) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust and Fund, the Investment Adviser, the Sub-Adviser and the other Underwriters for damages occasioned by its default. (ih) Without the prior written consent of the Managing Representatives, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the date of the Effective DateTime, except for the Shares as described in the Prospectus and any issuances of Common Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust and except in connection with any offering of preferred shares of beneficial interest as contemplated by the ProspectusDividend Reinvestment Plan. (ji) The Trust Fund will use its commercially reasonable best efforts to list cause the Shares to be listed on the New York Stock Exchange NYSE prior to the date the Shares are issued, subject only to official notice of the issuance thereof, and comply with the rules and regulations of such exchange. (kj) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus.

Agreements of the Parties. (a) If the registration statement relating to the Shares has not yet become effective, the Trust Fund will promptly file the a Final Amendment, if not previously filed, with the Commission, and will use its commercially reasonable best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise the Representative Managing Representatives when the Registration Statement or any amendment thereto has become effective. If it is necessary for a post-effective amendment to the Registration Statement, or a Registration Statement under Rule 462(b) under the Securities Act, to be filed with the Commission and become effective before the Shares may be sold, the Fund will use its best efforts to cause such post-effective amendment or such Registration Statement to be filed and become effective as soon as possible, and the Fund will advise the Managing Representatives promptly and, if requested by the Managing Representatives, will confirm such advice in writing, when such post-effective amendment or such Registration Statement has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of under the Securities Act RulesAct, the Trust Fund will file a 430A Prospectus pursuant to Rule 497(h424(b) of under the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective DateTime. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus pursuant to Rule 497(b424(b) or (j) of under the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date Time or the commencement of the public offering of the Shares after the Effective DateTime. In either case, the Trust Fund will provide the Managing Representatives satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (xi) one year from the date of this Underwriting Agreement or (yii) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative Representatives a reasonable time before its filing and the Managing Representative has Representatives have not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Managing Representatives promptly (1i) of the issuance by the Commission of any order in respect of the Trust Fund, or in respect of the Investment Adviser Adviser, which relates to the Trust, or which relates Fund and would materially affect the ability of the Adviser to any material arrangements or proposed material arrangements involving perform its obligations to the Trust or the Investment AdviserFund, (2ii) of the initiation or threatening in writing of any proceedings for, or receipt by the Trust Fund of any written notice with respect to, the any suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3iii) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund (other than communications with respect to an offering of preferred shares of beneficial interest), the Registration Statement, the Notification, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Sales Materials, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4iv) the issuance by any federal, state, local, or foreign court, or governmental or regulatory bodyagency, commission, board, authority or body or with any self-regulatory organization, administrative agency or agency, other non-governmental agency or bodyregulatory authority, whether foreign or domestic, of any order, ruling or decree, or the threat in writing to initiate any proceedings with respect thereto, regarding the TrustFund, which relates in any material way to the Trust Fund or any material arrangements or proposed material arrangements involving the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possiblepracticable. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the Managing Representatives, without charge, a signed copy of the registration statement Registration Statement, the Exchange Act Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (xi) one year from the date of this Underwriting Agreement or (yii) the date on which the distribution of the Shares is completed) to either the Registration Statement, the Exchange Act Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (xi) one year from the date of this Underwriting Agreement or (yii) the date on which the distribution of the Shares is completed) (excluding exhibits) as the Managing Representatives may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the Managing Representatives, the Underwriters and any dealers, at such office or offices as the Managing Representatives may designate, as many copies of the Prospectus and each Issuer Free Writing Prospectus as the Managing Representatives may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus or an Issuer Free Writing Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Sharesunder which they were made, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus or an Issuer Free Writing Prospectus to comply with the Securities Act, Act or the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing RepresentativeRepresentatives, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Managing Representatives will furnish to the TrustFund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus or an Issuer Free Writing Prospectus so that the any statements in such Prospectus or an Issuer Free Writing Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered under which they were made contain an untrue statement of a material fact or omit to state a purchasermaterial fact required to be stated therein or necessary to make the statements therein not, be misleading in any material respect and will comply with the Securities Act, Act and the Investment Company Act, the Securities Act Rules and the Investment Company Act Rules. Delivery by the Underwriters of any such amendments or supplements to the Prospectus or an Issuer Free Writing Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the Trust's Fund’s securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the date of the Effective Date Time falls, an earnings statement, if applicable, satisfying the provisions of the last paragraph of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of under the Securities Act RulesAct. (f) The Trust will take such actions as the Representatives reasonably request in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives reasonably designate; provided that the Trust shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummated, the Trust Adviser or its affiliate shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust Fund under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 per Share)Agreement, including but not limited to costs and expenses of or relating to to (1i) the preparation, printing and filing of the registration statement Registration Statement and exhibits to it, each Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and all amendments and supplements thereto, (2ii) the issuance of the Shares and the preparation and delivery of certificates for the Shares, (3iii) the fees and disbursements of the Fund’s counsel, accountants and other advisers, (iv) the registration or qualification qualification, if any, of the Shares for offer and sale under the securities or "“blue sky" ” laws of the jurisdictions referred to in the foregoing paragraphany applicable jurisdictions, including the reasonable fees and disbursements disbursements, if any, of counsel for the Underwriters in that connection, and the preparation and printing of any preliminary and supplemental "“blue sky" ” memoranda, (4v) the furnishing (including costs of design, production, shipping and mailing) to the Underwriters and dealers of copies of each Preliminary Prospectus relating to the Shares, any Issuer Free Writing Prospectus, the sales materialsSales Materials, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (5vi) the filing requirements of the National Association of Securities Dealers, Inc.FINRA, in connection with its review of the financing, including filing fees underwriting arrangements and the fees, disbursements and other charges of counsel for the Underwriters in that connectionSales Materials, (6vii) all transfer taxes, if any, with respect to the sale and delivery of the Shares by the Fund to the Underwriters, (7viii) the listing of the Shares on the New York Stock Exchange, NASDAQ and (8) ix) the transfer agent for the Shares; provided that (A) the Fund, the Adviser and (9) in addition each Underwriter shall pay its own costs and expenses relating to the foregoingattendance at any road show or other informational meeting relating to the Fund, an aggregate reimbursement of up to [ ] as partial reimbursement of (B) each Underwriter shall pay the costs and expenses of any internal promotional or informational materials relating to the Underwriters. To Fund, other than the extent Sales Materials, prepared by such Underwriter in connection with the foregoing offering of the Shares, (C) the Underwriters shall pay the costs and expenses incident of any “tombstone” announcements relating to the performance offering of the obligations Shares and (D) except as expressly provided in this Section 5(f), the Underwriters shall pay their own costs and expenses, including fees and disbursements of their counsel. In addition, the Adviser agrees to pay an amount equal to $0.60 per Share sold under this Agreement to UBS Securities LLC, on behalf of the Trust under Underwriters, at the Closing Time. The Fund and the Adviser may otherwise agree among themselves as to the payment of the foregoing expenses, whether or not the transactions contemplated by this Underwriting Agreement exceedare consummated, provided, however, that in no event shall the aggregate, $0.03 per Share, Eatox Xxxxx xx an affiliate will Underwriters be obligated to pay all such excess costs and expensesany expenses intended to be borne by the Fund or the Adviser as provided above. (hg) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1i) if this Underwriting Agreement is terminated by (xA) the Trust Fund or the Investment Adviser pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 7 hereof) or (yB) by the Managing Representatives or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund or the Investment Adviser to comply with any material terms of this Underwriting Agreement or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx an affiliate the Adviser or the Adviser’s affiliates and the TrustFund, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares (provided, however, that the Fund and the Adviser shall not be liable for any loss of anticipated profits or speculative or consequential or similar damages for such termination) and (2ii) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust and Fund, the Investment Adviser and the other Underwriters for damages occasioned by its default. (ih) Without the prior written consent of the Managing Representatives, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the date of the Effective DateTime, except for the Shares as described in the Prospectus and any issuances issuance of Common Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust and except in connection with any offering of preferred shares of beneficial interest as contemplated by the ProspectusDividend Reinvestment Plan. (ji) The Trust Fund will use its best efforts to list cause the Shares to be listed on NASDAQ prior to the New York Stock Exchange date the Shares are issued, subject only to official notice of the issuance thereof, and comply with the rules and regulations of such exchange. (kj) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus.

Agreements of the Parties. (a) If the registration statement relating to the Shares has not yet become effective, the Trust Fund will promptly file the Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust Fund is advised, will advise the Representative when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of the Securities Act Rules, the Trust Fund will file a 430A Prospectus pursuant to Rule 497(h) of the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust Fund will file a Prospectus pursuant to Rule 497(b) or (j) of the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Trust Fund will provide the Representatives Representative satisfactory evidence of the filing. The Trust Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust Fund will advise the Representatives Representative promptly (1) of the issuance by the Commission of any order in respect of the Trust Fund or the Investment Adviser which relates to the TrustFund, or which relates to any material arrangements or proposed material arrangements involving the Trust Fund or the Investment Adviser, (2) of the initiation or threatening of any proceedings for, or receipt by the Trust Fund of any notice with respect to, the suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3) of receipt by the TrustFund, or any representative or attorney of the TrustFund, of any other communication from the Commission relating in any material way to the TrustFund, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the TrustFund, which relates in any material way to the Trust Fund or any material arrangements or proposed material arrangements involving the TrustFund. The Trust Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust Fund will deliver to the RepresentativesRepresentative, without charge, a signed copy of the registration statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) (excluding exhibits) as the Representatives Representative may reasonably request. 16. (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust Fund will deliver, without charge, to the RepresentativesRepresentative, the Underwriters and any dealers, at such office or offices as the Representatives Representative may designate, as many copies of the Prospectus as the Representatives Representative may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus prospectus is delivered to a purchaser of Shares, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus prospectus to comply with the Securities Act, the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust Fund promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives Representative will furnish to the TrustFund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaser, be misleading in any material respect and will comply with the Securities Act, the Investment Company Act, the Securities Act Rules and the Investment Company Act Rules. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust Fund will make generally available to holders of the TrustFund's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement, if applicable, satisfying the provisions of Section 11(a) of the Securities Act and, at the option of the TrustFund, Rule 158 of the Securities Act Rules. (f) The Trust Fund will take such actions as the Representatives Representative reasonably request requests in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives Representative reasonably designatedesignates; provided that the Trust Fund shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummated, the Trust shall PaineWebber will pay all costs and expenses incident to 17 the performance of the obligations of the Trust Fund under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 per Share)Agreement, including but not limited to costs and expenses of or relating to to (1) the preparation, printing and filing of the registration statement and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2) the issuance of the Shares and the preparation and delivery of certificates for the Shares, (3) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of preliminary and supplemental "blue sky" memoranda, (4) the furnishing (including costs of design, production, shipping and mailing) to the Underwriters and dealers of copies of each Preliminary Prospectus relating to the Shares, the sales materials, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (5) the filing requirements of the National Association of Securities Dealers, Inc., in connection with its review of the financing, including filing fees and the fees, disbursements and other charges of counsel for the Underwriters in that connection, (6) all transfer taxes, if any, with respect to the sale and delivery of the Shares to the Underwriters, (7) the listing of the Shares on the New York Stock Exchange, and (8) the transfer agent for the Shares, and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement of the costs and expenses of the Underwriters. To the extent the foregoing costs and expenses incident to the performance of the obligations of the Trust under this Underwriting Agreement exceed, in the aggregate, $0.03 per Share, Eatox Xxxxx xx an affiliate will pay all such excess costs and expenses. (h) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1) if this Underwriting Agreement is terminated by (x) the Trust Fund or the Investment Adviser pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 9 hereof) or (y) by the Representatives Representative or the Underwriters because of any inability, failure or refusal on the part of the Trust Fund or the Investment Adviser to comply with any material its terms or because any of the conditions in Section 6 are not satisfied, Eatox Xxxxx xx an affiliate PaineWebber and the TrustInvestment Adviser, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares and (2) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust Fund and the Investment Adviser and the other Underwriters for damages occasioned by its default. (i) Without the prior written consent of the RepresentativesRepresentative, the Trust Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the TrustFund, within 180 days after the Effective Date, except for the Shares as described in the Prospectus and any issuances of Common Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust and except in connection with any offering of preferred shares of beneficial interest as contemplated by the ProspectusFund. (j) The Trust Fund will use its best efforts to list the Shares on the New York Stock Exchange and comply with the rules and regulations of such exchange. (k) The Trust Fund will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective and policies of the Trust Fund as described in the Prospectus.